Exhibit 10.6
TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT, effective as of the 4th day of January, 2003, is entered
into between PANAMCO GOLFO, S.A. DE C.V., a corporation organized and existing
under the laws of the Republic of Mexico, with offices at Blvd. Xxxxxx Xxxxx
Xxxxxxx No. 40, Xxxxx Xxxxxxxxx Piso 00, Xxxxx Xx Xxxxxxxxxxx, X.X.00000 Xxxxxx,
D.F. (hereinafter referred to as "GOLFO") and THE COCA-COLA COMPANY, a
corporation organized and existing under the laws of the State of Delaware,
United States of America, with an office at One Coca Cola Plaza, City of
Atlanta, State of Georgia, United States of America, (hereinafter referred to as
"LICENSEE"). GOLFO and LICENSEE are referred to herein individually as a "Party"
and collectively as the "Parties."
WITNESSETH:
WHEREAS, GOLFO has the exclusive rights over the trademarks in the
International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO
and DESIGN and 458791 WATER CONTAINER DESIGN, (hereinafter referred to as the
"Trademarks") in the Republic of Mexico (hereinafter referred to as the
"LICENSED TERRITORY"), said Trademarks are set forth in Schedule A attached
hereto;
WHEREAS, GOLFO has the right to license the Trademarks to LICENSEE and has
not entered into any agreements written or otherwise that would prohibit GOLFO
from granting a license to the Trademarks;
WHEREAS, the Parties have arranged and agreed to permit LICENSEE to
prepare, package and sell within the LICENSED TERRITORY, a purified water
(hereinafter referred to as the "PURIFIED WATER") under the Trademarks.
WHEREAS, the Parties may enter into future agreements in writing in
relation to the PURIFIED WATER, within the scope of this Agreement including,
but not limited to, an authorization to the GOLFO to continue preparing,
packaging and selling the PURIFIED
WATER in the Republic of Mexico, so long as such future agreements are duly
signed by the Parties;
WHEREAS, the Parties have agreed to record this Agreement and any relevant
subsequent amendments thereto with the Instituto Mexicano de la Propiedad
Industrial (hereinafter referred to as "IMPI");
NOW, THEREFORE, in consideration of the premises and of the mutual promises
hereinafter set forth, the Parties agree as follows:
1. The term of this Agreement (hereinafter the "Term") shall commence on
the Effective date of January 4, 2003 and shall expire on December 31, 2005.
2. GOLFO has all rights and interest to the Trademarks, including all
goodwill attached thereto, in and to the Trademarks, and all trademarks rights
embodied therein shall at all times be solely vested in the GOLFO. The LICENSEE
has no right, title, interest or claim of ownership in the Trademarks, except
for the license expressly granted in this Agreement.
3. GOLFO hereby grants to LICENSEE a non-exclusive license to use the
Trademarks in the LICENSED TERRITORY in connection with the manufacture and sale
of PURIFIED WATER. In consideration to the rights hereby granted, the LICENSEE
promises to enter into an agreement with GOLFO during the first quarter of 2003,
whereby GOLFO will be given right to promote the Ciel Brand and be compensated
for promoting the Ciel Brand and for executing THIS AGREEMENT.
4. In preparing the PURIFIED WATER to be sold and distributed by LICENSEE
under the Trademarks; LICENSEE shall strictly conform to the formulae,
standards, specifications, processes and instructions furnished to LICENSEE by
the PROPIETOR. LICENSEE agrees to maintain the same quality standards for using
the Trademarks in connection with the PURIFIED WATER as described above.
LICENSEE agrees to only apply such Trademarks to the PURIFIED WATER as required
by the GOLFO and permitted by all
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applicable laws, rules and regulations in order to protect and preserve the
GOLFO's rights in the Trademarks.
5. LICENSEE agrees that it will not at any time impair, disparage or dilute
the strength, validity or enforceability of the Trademarks, or commit any act
which may in any way impair the right of GOLFO in and to the Trademarks.
LICENSEE agrees that in using the Trademarks, LICENSEE will not represent in any
way that LICENSEE has any right, title or interest in and to the Trademarks;
6. The Parties agree to do all acts or things, including execution of all
necessary documents to secure and maintain the Trademarks registration in
Mexico. The Parties agree to take all steps to maintain, prove usage, oppose or
handle opposition and cancellation proceedings or renew the Trademarks
registration, including but not limited to filing appropriate documentation with
the IMPI or other government agencies. During the Term, GOLFO agrees to provide
LICENSEE with written notification of GOLFO's intent to abandon, forfeit, or
cancel the Trademarks registration and will permit LICENSEE the opportunity to
maintain or renew such registration at LICENSEE's expense. GOLFO agrees to
provide LICENSEE with the necessary specimens, documentation, and information
reasonably requested by LICENSEE to pursue and maintain such Trademarks
registration;
7. Except as expressly set forth in the Agreement, no other rights to or
licenses of the Trademarks are granted by the Agreement;
8. The Parties agree that upon expiration of the Agreement and written
notice to LICENSEE, GOLFO may at its sole option, apply for cancellation of this
Agreement with the IMPI. LICENSEE hereby agrees to execute any required
documents that the GOLFO may request in connection with canceling the
recordation of this Agreement;
9. The foregoing license is nontransferable and shall automatically expire
at the conclusion of the Term.
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IN WITNESS WHEREOF, the Parties hereto have caused this Trademark License
Agreement to be executed by their duly authorized representatives.
PANAMCO GOLFO, S.A. DE THE COCA-COLA COMPANY
C.V.
By:
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By: XXXXXX XXXXXXX (Title):
-----------------
(Title): Chief Financial Officer
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RISCO | | 436643 | 32 | Toda clase de cervezas; |
| | | | aguas minerales y gaseosas |
| | | | y otras bebidas no |
| | | | alcoholicas; bebidas y |
| | | | zumos (jugos) de frutas; |
| | | | siropes (jarabes) y otras |
| | | | preparaciones para hacer |
| | | | bebidas. |
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SIN DENOMINACION | | 458791 | 32 | Toda clase de cervezas; |
(DISENO) | | | | aguas minerales y gaseosas |
(GARRAFON) | | | | y otras bebidas no |
| | | | alcoholicas; bebidas y |
| | | | zumos (jugos) de frutas; |
| | | | siropes (jarabes) y otras |
| | | | preparaciones para hacer |
| | | | bebidas. |
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RISCO | | 455234 | 32 | Toda clase de cervezas; |
| | | | aguas minerales y gaseosas |
| | | | y otras bebidas no |
| | | | alcoholicas; bebidas y |
| | | | zumos (jugos) de frutas; |
| | | | siropes (jarabes) y otras |
| | | | preparaciones para hacer |
| | | | bebidas. |
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Schedule "A"
5
