EXHIBIT 10.18
AGREEMENT
THIS AGREEMENT, dated this __ day of January, 1988, by and
between REMINGTON ARMS COMPANY, INC., a corporation of the State of Delaware,
having its principal offices at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
(hereinafter "REMINGTON"), and DESA INTERNATIONAL, INC., a corporation of the
State of Delaware, having its principal offices at 0000 Xxxxxxxxxx Xxxxx,
Xxxxxxx Xxxxx, Xxxxxxxx 00000 (hereinafter "DESA").
W I T N E S S E T H:
WHEREAS, in 1969 REMINGTON sold its power tools business to
DESA Industries, Inc. (DESA Industries), and in connection therewith REMINGTON
assigned to DESA Industries all rights, title and interest to the trademark
"Remington" as associated with products presently produced by REMINGTON at the
Park Forest Plant (being the products identified in Schedule E attached thereto,
a copy of which is attached to this Agreement, such products hereinafter called
the "Schedule E Products") provided that the assignee agree to use the xxxx only
in simple block letter form and only in connection with the Schedule E products;
WHEREAS, DESA has succeeded to certain interests of DESA
Industries, including the aforesaid rights, title and interest to the trademark
"Remington"; and DESA presently uses the trademark "Remington" with certain of
the Schedule E Products;
WHEREAS, DESA wishes to use the trademark "Remington" for
certain space heaters, as well as with Schedule E Products;
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WHEREAS, REMINGTON has no objection to DESA's use of the
trademark "Remington" for this additional purpose, provided it is agreed that
this is not to be construed as a precedent for expansion into other uses of the
"Remington" xxxx by DESA; and DESA is willing to provide assurance of such an
agreement;
WHEREAS, DESA filed trademark application Serial No. 632528 on
November 26, 1986 in the United States Patent and Trademark Office to register
the xxxx "Remington" for fluid-fuel fired, fixed and mobile space heaters for
domestic and industrial use, and REMINGTON filed notice of opposition to such
application; and
WHEREAS, REMINGTON is willing not to oppose said application,
provided DESA amends the goods description thereof to "fluid-fuel fire, forced
air type portable horizontally disposed cylindrical space heaters, and propane
vapor-fired vertically disposed cylindrical convection-type space heaters of
35,000 B.T.U.'s per hour capacity or greater use primarily for industrial,
commercial and agricultural use" (hereinafter called "designated space
heaters"), and provided further that DESA agrees not to expand the use of the
"Remington" trademark for any purpose other than for Schedule E Products and for
designated space heaters;
NOW, THEREFORE, in view of the premises and of the mutual
covenants expressed hereinafter, it is hereby agreed by and between the parties
as follows:
1. REMINGTON has no objection to DESA's use of the trademark
"REMINGTON" in simple block letter form on Schedule E Products and on designated
space heaters.
2. DESA shall not use the trademark "REMINGTON" except on
Schedule E Products and on designated space heaters.
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3. DESA's use of the trademark "REMINGTON" on Schedule E
Products and on designated space heaters shall be only in simple block letter
form.
4. The aforesaid limitations and restrictions on DESA's use of
the trademark "Remington" shall be binding upon and inure to the benefit of any
successors and assigns of the parties
5. DESA, with the consent of Remington, shall amend the goods
description of application Serial No. 632528 to the description of designated
space heaters state herein.
6. Upon such amendment, REMINGTON shall not oppose trademark
application Serial No. 632528 filed by DESA.
7. The parties hereto agree that this Agreement shall be
construed consistent with and under the laws of the United States, the
constitution of the United States, and the constitution and laws of the State of
Delaware.
8. The parties hereto agree that this Agreement sets forth the
entire agreement and understanding between the parties as to the subject matter
set forth herein, and that no modifications, amendments, or supplements to this
Agreement shall be effective for any purposes unless in writing and signed by
the parties against whom such notification, amendment, or supplement is used.
IN WITNESS whereof this Agreement is duly signed by the
parties effective as of the date first above mentioned.
REMINGTON ARMS COMPANY, INC. DESA INTERNATIONAL, INC.
By: By:
Title: Title:
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SCHEDULE E
PRODUCTS SUBJECT TO REMINGTON'S
COVENANT NOT TO MAKE OR SELL
1. Gasoline engine powered chain saws, concrete rubbing machines, concrete
vibrators, power trowels, concrete screeds, cutoff saws and rail
grinders.
2. Pneumatic motor powered chain saws, concrete vibrators, drills,
screwdrivers, nutsetters, impact wrenches, grinders, xxxxxxx and
circular saws.
3. Electric motor powered chain saws, concrete rubbing machines, concrete
vibrators, terrazzo grinders, flexible shaft grinders, xxxxxxx,
polishers, brushes and circular saws.
4. Parts, accessories, and attachments for tools listed in Paragraphs 1
through 3 above, including chain saw guide bars, chain saw sprockets,
saw chain, flexible shafts, spindles and electric motors, but not
including wheels, blades, discs and similar devices which are abrasive
coated.
5. Powder actuated stud drivers, hole punchers, livestock stunning tools
and 8 gauge industrial kiln guns.
6. Parts, accessories, and attachments for tools listed in Paragraph 5
above, including studs, pins and mechanically-held expansion bolts.
