TRADEMARK LICENSE AGREEMENT
THIS TRADEMARK LICENSE AGREEMENT (the "Agreement"), made and entered into
this 21st day of July, 1994, by and between PRESTOLOCK INTERNATIONAL, LTD., a
Michigan corporation,, having an office at 000 Xxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx
00000, U.S.A., (hereinafter referred to as "Prestolock"), and THE EASTERN
COMPANY, a Connecticut corporation, having its principal office at 000 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, U.S.A., (hereinafter called "Licensee").
R E C I T A L S:
WHEREAS, Prestolock is the owner of certain trademarks relating to various
products, including locks and luggage; and
WHEREAS, Licensee desires to acquire a license from Prestolock to enable it
to use such trademarks on certain products on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and undertakings hereinafter set forth, the parties hereto agree as follows:
1. As used herein:
(a) The term "Licensed Products" shall mean wheel-dialed padlocks,
gunlocks and deadbolts.
(b) The term "Licensed Trademarks" shall mean those trademarks set
forth in Exhibit A, and any applications and registrations therefore,
anywhere in the world.
(c) The term "Territory" shall mean anywhere in the world.
2. In consideration of $1 00 and other good and valuable consideration
received to its satisfaction from Licensee, Prestolock hereby grants to Licensee
the exclusive right and license to utilize in the Territory the Licensed
Trademarks on Licensed Products made by Licensee in compliance with the terms
and conditions thereof. Prestolock shall not grant any other party the right or
license to utilize the Licensed Trademarks with respect to the Licensed Products
in the Territory.
3. Licensee may use the Licensed Trademarks only on or referring to
Licensed Products.
4. Licensee shall use the Licensed Trademarks only with respect to Licensed
Products which comply with reasonably commercial standards. Prestolock shall not
assign or transfer the Licensed Trademarks except to an assignee or transferee
which shall agree in writing to use the Licensed Trademarks only with respect to
products (other than Licensed Products) which comply with reasonable commercial
standards.
5. Licensee recognizes Prestolock's title to the Licensed Trademarks and
shall not at any time do or suffer to be done any act that will impair the
rights of Prestolock in and to the Licensed Trademarks. Licensee shall not
acquire and shall not claim any title to said Licensed Trademarks adverse to
Prestolock by virtue of the license granted to Licensee, or through Licensee's
past, present or future use of the Licensed Trademarks, or any variation
thereof, it being the intention of the parties that all use of the Licensed
Trademarks by Licensee shall at all times inure to the benefit of Prestolock as
well as Licensee.
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6. The parties shall notify each other of any unauthorized use of the
Licensed Trademarks by any third party promptly upon becoming aware of any such
infringement. Prestolock shall promptly take all action as may be available to
it to halt such unauthorized use. Licensee shall cooperate fully with Prestolock
in investigating any such instance and, on Prestolock's request, shall assist
and participate in any action which Prestolock shall take with respect thereto,
including permitting any such action to be taken in Licensee's name, either
alone or with Prestolock. All expenses of any such action shall be borne by
Prestolock.
7. This Agreement and the rights and privileges herein granted may not be
assigned by Licensee without the written consent of Prestolock, except that this
Agreement and the rights and privileges herein granted may be assigned by
Licensee to a purchaser of Licensee's entire padlock product line, or other
assignee of said product line, effective upon receipt of written notice of
assignment by Prestolock.
8. This Agreement shall terminate upon Licensee's failure to cure its
breach of the terms herein within thirty (30) days of receipt of written notice
of said breach.
9. Upon termination of this Agreement, Licensee shall cease using the
Licensed Trademarks or any variation thereof.
10. All notices, deliveries, consents, waivers or requests permitted or
required pursuant to this Agreement shall be sufficient and deemed to have been
served when sent by prepaid cable, telex or facsimile with simultaneous mailing
of a copy thereof by registered or certified air mail to the addresses stated
above, or at such other addresses of which the parties may have notified each
other.
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11. This Agreement is binding on and shall inure to the benefit of the
parties to this Agreement and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in their respective corporate names by duly authorized officers thereof.
ATTEST: PRESTOLOCK INTERNATIONAL LTD.
____________________________________ By /s/Xxxxxx X. Xxxxxxxxxxx
-------------------------
Xxxxxx X. Xxxxxxxxxxx
Its Chairman
Date: July , 1994
ATTEST: THE EASTERN COMPANY
____________________________________ By /s/Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
Its Vice President
Date: July ,1994
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