EXHIBIT 10.2
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("AGREEMENT") is entered into as of July
1, 1996 ("EFFECTIVE DATE"), by and between StreamLogic Corporation
("STREAMLOGIC"), a Delaware corporation located at 00000 Xxxxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000, and FWB Software, Inc. ("FWB"), a California corporation
located at 0000 Xxxxx Xxxxx, Xxxxx Xxxx, XX 00000.
RECITALS
A. FWB and StreamLogic are parties to an Asset Purchase Agreement, dated
June 7, 1996 (the "ASSET PURCHASE AGREEMENT"), pursuant to which StreamLogic is
purchasing from FWB certain assets related to FWB's business.
B. In connection with StreamLogic's purchase of assets under the Asset
Purchase Agreement, StreamLogic wishes to obtain, and FWB is willing to grant to
StreamLogic, a limited license to use FWB's "FWB" brand name in connection with
StreamLogic's continued marketing and sale of the products of FWB's business
purchased by StreamLogic, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the licenses and covenants set forth
below, the parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, all capitalized terms
shall have the respective meanings set forth below or as elsewhere defined in
this Agreement:
1.1 "LICENSED PRODUCTS" means mass storage hardware products
currently produced and sold by FWB under its Hammer(R) xxxx including without
limitation its SledgeHammer line of Disk Arrays and its JackHammer line of
Accelerator Boards.
1.2 "LICENSED TRADEMARK" means the "FWB" brand name.
2. LICENSE GRANT. Subject to the terms and conditions and for the term of
this Agreement, FWB hereby grants to StreamLogic a non-transferable,
nonexclusive, royalty-free license and right to use the Licensed Trademark
solely in connection with the marketing, advertising, promotion, distribution
and sale of Licensed Products. All such use of the Licensed Trademark by
StreamLogic shall inure to the benefit of FWB. StreamLogic shall use the
Licensed Trademark only as a trademark (i.e. brand name) and not as a corporate
or trade name, whether alone or in conjunction with other words or symbols.
StreamLogic shall follow each usage of the Licensed Trademark with the TM symbol
and shall include a legend or notice in all marketing, advertising and
promotional material and on any documentation or labels which use the Licensed
Trademark stating that the Licensed Trademark is used under license from FWB.
StreamLogic shall not register the Licensed
Trademark in any country, and shall cease use of the Licensed Trademark upon the
termination or expiration of this Agreement. The Licensed Trademark is licensed
hereunder on an AS IS basis without warranties of any kind.
3. QUALITY CONTROL. StreamLogic agrees that all Licensed Products in
connection with which the Licensed Trademark is used will be of a quality at
least as high as the equivalent products sold by FWB as of the Effective Date.
To ensure that the good will associated with the Licensed Trademark is
preserved, FWB may request from StreamLogic, upon reasonable prior written
notice, that StreamLogic provide FWB with the opportunity, without charge, to
review and test any Licensed Product bearing the Licensed Trademark to ensure
that it conforms with the required standards for quality. In the event that FWB
determines that StreamLogic is not in compliance with the required standards for
quality, FWB may so notify StreamLogic and StreamLogic shall, at FWBOs request,
cease to use the Licensed Trademark for any purpose until such time as
StreamLogic is once again found to be in compliance with such standards.
4. TERM AND TERMINATION.
4.1 TERM. The term of this Agreement shall commence upon the
Effective Date and end two (2) years thereafter, unless terminated sooner as
provided herein.
4.2 TERMINATION. FWB may terminate this Agreement upon the occurrence
of any of the following events:
(a) StreamLogic materially breaches any term or condition of this
Agreement and fails to remedy such breach within thirty (30) days after FWB
gives written notice of breach to StreamLogic; or
(b) the insolvency of StreamLogic, or the commencement by or against
StreamLogic of any case or proceeding under any bankruptcy, reorganization,
insolvency or moratorium law, or any other law or laws for the relief of
debtors, or the appointment of any receiver, trustee or assignee to take
possession of the properties of StreamLogic, unless such petition or
appointment is set aside or withdrawn or ceases to be in effect within thirty
(30) days from the date of said commencement or appointment; or
(c) the liquidation or dissolution of StreamLogic, or the sale, lease
or other disposition of StreamLogic's business or assets as a whole or such as
constitutes a substantial portion thereof; or
(d) assignment by StreamLogic of this Agreement or its obligations
under this Agreement contrary to the terms of this Agreement without FWB's
written approval.
5. GENERAL PROVISIONS.
5.1 ASSIGNMENT. This Agreement may not be assigned by StreamLogic
or by operation of law to any other person, persons, firms, corporation or other
entity without the express written approval of FWB.
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5.2 NOTICES. All notices and demands hereunder shall be in writing and
shall be served by personal service or by mail:
If to FWB:
FWB Software Inc.
0000 Xxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: President
If to StreamLogic:
StreamLogic Corporation
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
All notices or demands by mail shall be by certified or registered mail, return
receipt requested, or by nationally-recognized private express courier, and
shall be deemed complete upon receipt.
5.3 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the substantive laws of the State of California.
5.4 RELATIONSHIP OF THE PARTIES. Each party is acting as an
independent contractor and not as an agent, partner, or joint venture with the
other party for any purpose. Except as provided in this Agreement, neither
party shall have any right, power, or authority to act or to create any
obligation, express or implied, on behalf of the other.
5.5 ALL AMENDMENTS IN WRITING. No provisions in either party's
purchase orders, or in any other business forms employed by either party will
supersede the terms and conditions of this Agreement, and no supplement,
modification, or amendment of this Agreement shall be binding, unless executed
in writing by a duly authorized representative of each party to this Agreement.
5.6 ENTIRE AGREEMENT. The parties have read this Agreement and agree
to be bound by its terms, and further agree that this document together with the
Asset Purchase Agreement and its attachments contains the entire agreement
between the parties with respect to the subject matter contained herein and
supersedes any previous understandings or commitments, oral or written.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
STREAMLOGIC CORPORATION FWB SOFTWARE, INC.
Signed: /s/ Xxx Xxxxxxx Signed: /s/ Xxxxxx Xxxx
--------------------------- ---------------------------
Name: Xxx Xxxxxxx Name: Xxxxxx Xxxx
Title: Chief Financial Officer Title: President
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