ASSIGNMENT AND LICENSE AGREEMENT
This Agreement made and executed this _____ day of ______________,
19__, by and between Hallmark Cards, Incorporated, LICENSOR, and Stone's Shop,
Inc., Xxxxx X. Xxxxx - President, LICENSEE, 0000 X. Xxxxxx, Xxxxxxxx, XX 00000
doing business at Stone's Hallmark Shop, Brywood Center, Rockford, IL (the
"premises").
WHEREAS, LICENSEE acknowledges that LICENSOR is the sole and exclusive
owner of trademarks and trade names including the word "HALLMARK" alone and in
combination with a coronet design, recorded on the principal register of the
U.S. Patent Office under Registration Nos.
654,790; 787,169; 864,077 and 916,900, inter alia; and,
WHEREAS, LICENSEE desires to do business as a corporation utilizing the
name Stone's Hallmark Shop, Rockford, IL in conjunction with the sale of
greeting cards, stationery, party goods, gifts and related social expression
products.
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged and in further consideration of the
premises,
1. The LICENSEE, for himself, his heirs, administrators, successors and
assigns, does hereby absolutely grant, bargain, convey and assign unto LICENSOR
any and all legal and equitable right, title and interest, both tangible and
intangible, which LICENSEE has or may hereafter acquire in the trademark
"HALLMARK", including but not limited to any good will hereinafter generated or
created by LICENSEE or anyone acting or claiming under him.
2. LICENSOR does hereby grant unto LICENSEE a royalty-free license to
use the trademark and trade name HALLMARK(R) as part of the LICENSEE's store
trade name Stone's Hallmark Shop, Rockford, IL, and on the premises for the
promotion and sale of products sold by Hallmark Cards, Incorporated; provided,
however, that the license herein granted shall not extend to any use of the
trademark as a part of a corporate name; and further provided, that said license
herein granted shall be terminable by LICENSOR, at any time, by giving thirty
(30) days written notice to LICENSEE of such termination. Said license herein
granted may not be transferred or assigned and all rights thereto shall revert
to LICENSOR upon revocation of the license so granted.
3. During the term of this Agreement, LICENSEE: (A) shall use its best
efforts to promote and maintain the good will of the HALLMARK trademark and
image; (b) shall maintain a sufficient inventory and display of the range of
HALLMARK products to enable the public the opportunity to purchase the same, so
as not to mislead or deceive the public as to the availability of HALLMARK
products in said store; (c) shall maintain the store premises in a neat and
orderly fashion; (d) shall instruct sales clerks and employees in a manner
sufficient to familiarize them with the HALLMARK product line so as to be able
to respond to customer inquiries; (e) shall not directly or indirectly disparage
the HALLMARK product line or use bait and switch selling techniques to a
customer registering interest in HALLMARK products or otherwise engage in
deceptive advertising or selling violative of the provisions of Section 5 of the
Federal Trade Commission Act; (f) shall maintain HALLMARK products as its
primary product line provided, however, that the LICENSEE is not otherwise
restricted from inventory and sale of competing product lines.
4. LICENSEE hereby covenants and agrees to display the trademarks of
LICENSOR in conformity with the rules for such use as LICENSOR may, from time to
time, promulgate in order to protect the quality image and reputation which said
marks presently enjoy. Said rules now or hereafter promulgated by LICENSOR shall
be considered a part hereof as if fully enumerated herein. (Attached hereto and
incorporated by reference are the present "Guidelines for the Use of the
Trademark 'Hallmark,'" which LICENSEE, by his initials, indicates have been read
and agreed to.)
5. In the event that the license herein shall be revoked by LICENSOR,
LICENSEE hereby covenants and agrees to immediately cease the use of said
trademarks and to forthwith remove, destroy or otherwise obliterate any sign,
placard, poster, stationery, banner or lettering which utilizes the said
trademarks, or any part thereof, as LICENSOR may direct. LICENSOR shall be free
to enter the
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premises of LICENSEE and carry out the foregoing upon first giving LICENSEE
reasonable advance notice, without fee or liability for trespass.
6. LICENSEE shall, from time to time, submit to LICENSOR samples of
advertising material, letterheads, etc. for determination that the licensed name
and xxxx are being correctly demonstrated, which decision of the LICENSOR with
respect thereto shall be final.
7. This Agreement supersedes all prior representations, whether oral or
written, and constitutes the entire understanding of the parties with respect to
the subject matter hereof. This Agreement may not be modified orally, but only
in writing and signed by the partly to be charged.
8. The license herein provided shall be granted upon execution by
LICENSOR in Kansas City, Missouri and the rights of the parties determined by,
and this license construed according to the Laws of the State of Missouri.
9. Time is hereby declared to be of the essence.
10. The LICENSEE agrees that LICENSOR is neither a partner, joint
venturer or franchisor of LICENSEE. This is not a franchise. LICENSEE
acknowledges that no fee is payable for this license and that it is not required
to follow any specific merchandising plan.
11. LICENSEE shall have the right to terminate this agreement by giving
LICENSOR ninety (90) days written notice of LICENSEE's intent to terminate. Said
written notice shall be placed in the United States Mail, Certified Mail-Return
Receipt Requested, addressed to LICENSOR in care of the Legal Department, 25th
and XxXxx, Xxxxxx Xxxx, Xxxxxxxx 00000. In the event this license is terminated,
LICENSEE covenants and agrees to immediately cease the use of said trademarks
and to remove, destroy, or otherwise obliterate any sign, placard, poster,
stationery, banner, advertising, merchandise bag, or lettering which utilizes
said trademarks, or any part thereof, by the date upon which the termination
becomes effective. LICENSE shall grant LICENSOR the right to enter LICENSEE's
premises to insure that the foregoing has been completed by LICENSEE, without
fee or liability for trespass, upon LICENSOR's first giving LICENSEE reasonable
advance notice. It is hereby stipulated and agreed that LICENSEE's failure to
immediately cease the use of the xxxx "HALLMARK" upon revocation of the license
herein granted will result in irreparable harm and injury to LICENSOR.
12. This Agreement shall automatically terminate on the occurrence of
the following: (1) termination of the owner's occupancy of the store premises;
or (2) termination of the lease of the store premises; or (3) closing of the
Hallmark account.
WHEREFORE, we the undersigned, have each hereunto set our hand and seal
the day and year first above written.
HALLMARK CARDS, INCORPORATED
By /s/ Xxxxxxx X. Xxxx
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ATTEST: Vice-President LICENSOR
/s/ Xxxxxx Xxxxxxxx
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Assistant Secretary
Stone's Shop, Inc.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President LICENSEE
WITNESS:
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STATE OF MISSOURI )
) SS.:
COUNTY OF XXXXXXX )
Now on this 28 day of April, 1982, before me personally appeared
XXXXXXX X. XXXX, XX., Vice-President of Hallmark Cards, Incorporated, who, being
duly sworn stated on his oath that he signed the foregoing document upon
authority conferred upon him by the Board of Directors of said Corporation.
/s/ Xxxxxxxx X. Xxxxxxxx
------------------------
Notary Public
My Commission expires: November 18, 1985
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INDIVIDUAL ACKNOWLEDGMENT
(For Sole Proprietorship or Partnership)
STATE OF )
) SS.:
COUNTY OF )
Now on this _____ day of ___________________________________, 19___,
before me personally appeared
____________________________________________________________, known to me, who
being duly sworn stated on (his/her/their) oath that (he/she/they) (has/have)
fully read the foregoing document and signed the same as (his/her/their) free
act and deed.
-----------------------------------
Notary Public
My Commission expires: ________________
CORPORATE ACKNOWLEDGMENT
STATE OF IL )
) SS.:
COUNTY OF WINNEBAGO)
Now on this 6th day of April, 1982, before me personally appeared Xxxxx
X. Xxxxx, to me personally known, who being by me duly sworn, did say that he is
the President of Stone's Shop, Inc., a corporation, and that the seal affixed to
the foregoing instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Xxxxx X. Xxxxx acknowledged said instrument to
be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal at my office in Rockford, Illinois, the day and year last above written.
/s/ Xxxxxx S. F.
---------------------------
Notary Public
My Commission expires: December 5, 1983
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