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EXHIBIT 10.15
Execution Copy
MILK PRODUCTS TRADEMARK LICENSE AGREEMENT
AGREEMENT made this 4th day of September, 1997, by and among SOUTHERN
FOODS GROUP, L.P., a Delaware limited partnership ("SFG" or "LICENSOR"), and
MILK PRODUCTS, LLC, a Delaware limited liability company ("MILK PRODUCTS"), and
its permitted assignees and successors in interest (collectively, "LICENSEE").
W I T N E S S E T H :
WHEREAS, Licensor owns the POINSETTIA and LITE LINE trademarks and
certain logotype design trademarks used in connection with milk and other dairy
products, fruit juices and drinks, and has obtained United States federal and
state trademark registrations therefor;
WHEREAS, Licensee desires that Licensee and its permitted sublicensees
be allowed to process, sell and distribute the Products (as hereinafter
defined) under the trademarks developed by Licensor and seeks Licensor to grant
it the right to do so, all on the terms and conditions hereinafter set out;
WHEREAS, Milk Products will obtain financing pursuant to the terms of
that certain Credit Agreement of even date herewith among Milk Products, Bank
of America National Trust and Savings Association, as Agent and Letter of
Credit Issuing Bank and other financial institutions party thereto (such Credit
Agreement, together with any amendments thereto and renewals, extensions, and
replacements thereof the "Milk Products Credit Agreement") and SFG will obtain
financing pursuant to the terms of that certain Credit Agreement of even date
herewith among Licensee, SFG, the Lenders party thereto, and The Chase
Manhattan Bank, as Administrative Agent (such Credit Agreement, together with
any amendments thereto and renewals, extensions, and replacements thereof the
"SFG Credit Agreement");
WHEREAS, in accordance with terms of the Milk Products Credit
Agreement, Milk Products executed that certain Security Agreement between Milk
Products and Bank of America National Trust and Savings Association, as Agent
(in such capacity "BofA Agent"), to secure the Secured Bank Obligations as
defined in the Security Agreement with a security interest in, among other
things, all of the inventory of Milk Products;
WHEREAS, in accordance with terms of the SFG Credit Agreement, SFG
executed that certain Security Agreement between SFG and The Chase Manhattan,
as Collateral Agent (in such capacity the "Collateral Agent"), to secure the
Obligations as defined in the Security Agreement with a security interest in,
among other things, all of the inventory of SFG;
WHEREAS, BofA Agent and the Collateral Agent are hereafter
collectively referred to as "Secured Parties";
TRADEMARK LICENSE AGREEMENT - Page 1
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WHEREAS, Secured Parties require that each license entered into by SFG
or Milk Products provide each Secured Party with a limited right to sell any
and all finished goods inventory on hand and bearing the Licensed Trademarks;
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. The following terms shall have the meanings set forth
below:
"Exclusive Territory" shall mean Louisiana, New Mexico, Mississippi,
Florida, Tennessee, Alabama and Mexico.
"Initial Term" shall have the meaning set forth in Article IX, Section
9.1.
"Licensed Trademarks" shall mean (i) the trademarks listed and
described in Appendix A, attached hereto, including the federal and any state
trademark registrations and applications therefor and all common law rights in
such trademarks and any trade dress or label designs associated with such
trademarks, and (ii) any such other marks and trade dress or label designs as
the parties may agree in writing to add to Appendix A during the Term.
"Non-Exclusive Territory" shall mean Texas, Oklahoma and Arkansas.
"Products" shall mean only those milk and other dairy products and
fruit juices specifically listed in Appendix B.
"Renewal Period" shall have the meaning set forth in Article IX,
Section 9.1.
"Territory" shall mean collectively the Exclusive Territory and the
Non-Exclusive Territory. "Term" shall mean the Initial Term and any Renewal
Period.
"United States" shall mean only the 50 states comprising the United
States of America, and the District of Columbia, excluding without limitation
any U.S. possessions and territories.
ARTICLE II
GRANT OF LICENSE
Section 2.1. (a) Subject to the terms and conditions herein, Licensor
hereby grants to Licensee during the Initial Term of this Agreement and any
Renewal Periods;
(i) a royalty-free, exclusive license to use the Licensed
Trademarks listed in Appendix A solely on or in connection with
Products listed in Appendix B, for sale to customers in the Exclusive
Territory;
TRADEMARK LICENSE AGREEMENT - Page 2
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(ii) a royalty-free, exclusive license as to parties other
than SFG to use the Licensed Trademarks listed in Appendix A solely
on or in connection with Products manufactured or processed in the
United States and listed in Appendix B, for sale to customers in the
Second Territory provided that SFG shall also be free to use the
Trademarks listed in Appendix A on or in connection with Products for
sale in the Non- Exclusive Territory.
Section 2.2. Subject to the terms and conditions herein, Licensee may
use the Licensed Trademarks on Product or Additional Product containers,
labels, packaging and shipping cases and on delivery vehicles and in any other
way suitable to promote or advertise the Licensed Trademarks and Products.
Section 2.3. Subject to the terms and conditions herein, Licensee
shall not have any right to export, purchase, distribute, receive, take on
consignment or sell the Products bearing the Licensed Trademarks in areas
outside of the Territory.
Section 2.4. Other than as expressly stated herein, Licensee shall
have no other right to use or interest in the Licensed Trademarks.
Specifically, Licensee may not use any of the Licensed Trademarks in its trade
name or as its business name or in connection with (i) any products, goods or
services of any kind or nature whatsoever, whether or not the same as or
similar to the Products, other than the Products currently sold by
Xxxxxx/Meadow Gold Dairies Inc. under the Licensed Trademarks; (ii) any
products, goods or services of any kind or nature whatsoever, whether or not
the same as or similar to the Products, and including the Products, if such
products, goods or services have been manufactured, processed or conducted
outside the United States, (iii) any cheese or cheese products not listed on
Appendix B hereto, including without limitation processed cheese products, (iv)
any liquid or powdered non-dairy coffee xxxxxxx product, (v) any condensed
milk, evaporated milk or powdered milk products, however packaged, or (vi) any
shelf stable eggnog, whether canned, in "brick pack" packages or in any other
aseptic form of packaging.
Section 2.5. Subject to the term and conditions of this Agreement,
Milk Products hereby assigns to BofA Agent the right to dispose of any and all
finished goods inventory on hand of Products and Additional Products bearing
the xxxx, provided that BofA Agent is otherwise exercising its rights pursuant
to Section ___ of the Security Agreement with respect to such inventory.
ARTICLE III
OWNERSHIP OF TRADEMARKS
Section 3.1. Licensee acknowledges that Licensor is the sole owner of
the Licensed Trademarks. Licensee shall not directly or indirectly question,
attack, contest, or in any other manner impugn the validity of Licensor's
ownership of the Licensed Trademarks, nor shall Licensee willingly become an
adverse party to Licensor in litigation contesting the validity of Licensor's
ownership and other rights in and to the Licensed Trademarks.
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Section 3.2. Licensee shall be deemed a "related company" under the
U.S. Xxxxxx Act, such that any use of the Licensed Trademarks by Licensee, and
any goodwill generated thereby, shall inure to the sole benefit of Licensor.
ARTICLE IV
FORM OF USE
Section 4.1. Licensee hereby acknowledges and agrees that its use of
the Licensed Trademarks shall be subject to all times during the Term to the
reasonable control of Licensor in order for Licensor to maintain the consistent
standard of quality associated with the Licensed Trademarks. Licensee will
preserve the good appearance of the Licensed Trademarks wherever and whenever
they are used and shall not use any Licensed Trademark in a manner which is
likely to derogate from the integrity, distinctiveness, goodwill, value or
strength of such Licensed Trademark.
Section 4.2. From time to time, Licensor may determine that a
previously published use of the Licensed Trademarks by Licensee may threaten
the value of the Licensed Trademarks, or is otherwise inconsistent with
Licensor's quality standards. Upon written notice from Licensor, Licensee
shall implement Licensor's directions regarding the proper use of the Licensed
Trademarks as promptly as practicable using its best efforts and, in any event,
within thirty (30) days.
Section 4.3. Except as required by law, Licensee agrees not to use
the Licensed Trademarks in connection or combination with any other third-party
trademarks, names or logotypes, without Licensor's prior written approval, such
approval not to be withheld unreasonably. Licensee shall at no time adopt or
use any variation of the Licensed Trademarks or any word or marks confusingly
similar thereto without Licensor's prior written approval.
Section 4.4. Licensee shall not take any action to cause an
abandonment or forfeiture of any of Licensor's rights in the Licensed
Trademarks and shall not take any action to cancel any registration in the
United States or elsewhere of any Licensed Trademark in the name of Licensor or
to interfere with any renewal of any such registration. Licensee shall
reasonably cooperate with and shall not oppose any application by or on behalf
of Licensor to register or renew any federal or state registration of any
Licensed Trademark in the United States or elsewhere.
ARTICLE V
QUALITY CONTROL
Section 5.1. Licensee agrees that all Products bearing a Licensed
Trademark pursuant to the Agreement shall be of a high standard and of such
quality as to protect and enhance the Licensed Trademarks and the goodwill and
value pertaining thereto and shall meet Licensor's quality standards and/or
such modified formulae as shall be reasonably agreed in writing between
Licensor and Licensee in the future. Licensee and its Manufacturing Agents (as
defined in
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Section 5.5 below) shall manufacture, sell, distribute and promote the Products
in accordance with all applicable federal, state and local laws.
Section 5.2. In order to assure that Licensee meets Licensor's
quality standards and specifications, at least once each year during the Term
and/or for good cause shown, Licensee shall submit comprehensive affidavits
that meet with Licensor's reasonable approval that Licensor's quality standards
and Product specifications have been fully complied with during the prior year,
also submitting representative Product samples and listing the number of
customer complaints relating to Product quality during that year and a summary
of the actions taken by Licensee in response to such complaints.
Section 5.3. In the event that Licensor or its agents shall determine
that any Products sold or distributed by Licensee and/or its Manufacturing
Agents bearing or using Licensed Trademarks do not conform to Licensor's
Standards, and/or otherwise violate the provisions of this Article V, Licensee
agrees, at its expense, to take such action as Licensor directs in writing,
including, but not limited to, withdrawal and/or recall of such Products from
the market and to refrain and cause its Manufacturing Agents to refrain from
further sale and/or distribution of such Products under the Licensed Trademarks
unless and until Licensee and/or its Manufacturing Agents have demonstrated to
the reasonable satisfaction of Licensor that said Products conform to said
Standards and/or the provisions of the Article V, as the case may be.
Section 5.4. If Licensee enters into co-packing agreements with
suppliers or any other arrangement with respect to the processing or packaging
of final Products by any person who is not a subsidiary of Licensee, who will
process or package final Products from the Licensee, for sale in the Territory
("MANUFACTURING AGENTS"), Licensee must submit such co-packing agreements in
draft form to Licensor or an individual designated by Licensor ("LICENSOR'S
LICENSE COORDINATOR") for prior approval to ensure they include trademark
protection and quality control provisions that safeguard the rights of both the
Licensor and Licensee under this Agreement. Licensor agrees that such prior
approval shall not be withheld or delayed unreasonably, and that Licensor shall
respond promptly to any request for approval. If Licensor fails to respond to
such request within thirty (30) days, Licensor's approval shall be deemed
given.
Section 5.5. On a semi-annual basis, Licensee shall review with
Licensor and obtain prior approval for, all advertising, promotional and
point-of-purchase materials published or distributed by Licensee in connection
with Products bearing Licensed Trademarks. Licensor agrees that such prior
approval shall not be withheld or delayed unreasonably, and that Licensor shall
respond promptly to any request for approval. If Licensor fails to respond to
such request within thirty (30) days, Licensor's approval shall be deemed
given.
Section 5.6. If Licensee desires to adopt new cartons or packaging
bearing the Licensed Trademarks, which package designs or trade dress are
different from those presently used by Licensor, Licensee shall submit to
Licensor at least one (1) representative sample of each such new carton and
packaging material and may not use any such material in connection with the
Licensed Trademarks without Licensor's prior written approval. Licensor agrees
that such prior approval shall not be withheld or delayed unreasonably, and
that Licensor shall respond promptly to any
TRADEMARK LICENSE AGREEMENT - Page 5
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request for approval. If Licensor fails to respond to such request within
thirty (30) days, Licensor's approval shall be deemed given.
Section 5.7. Licensee shall notify Licensor promptly in writing upon
its determination that it intends to use any Licensed Trademark in connection
with a product not listed in Appendix B, which notification shall include a
description of the additional product. From and after such notification,
Licensor and Licensee shall mutually agree upon the standard that will be
applicable to such additional product and the provisions of this Article V
thereafter shall be applicable to such additional product as if it were a
"Product" hereunder.
ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 6.1. Subject to the limitations of Section 6.2, Licensor
represents that it is the owner of or has the exclusive right to license the
Licensed Trademarks and is not aware of any other party with ownership rights
in the United States in any of the Licensed Trademarks, except for the Existing
License Agreements.
Section 6.2. Licensor represents that during the Term, it will not
license any other party to use the Licensed Trademarks on the Products in the
First Territory or Second Territory. Nothing herein shall restrict Licensor's
right or ability to sell (or license others to sell) goods or services other
than the Products identified by the Licensed Trademarks or similar marks
anywhere in the world.
Section 6.3. Licensor agrees to use reasonable efforts to prevent any
of its present or future third-party licensees from trans-shipping or otherwise
selling Products bearing the Licensed Trademarks to accounts or customers
located within the Territory.
Section 6.4. Licensor shall take all steps necessary to insure the
continued registration of, including, but not limited to, filing all timely
renewals of registrations for, the trademarks and listed on Appendix A.
Section 6.5. Licensee shall cooperate with Licensor in the protection
of the Licensed Trademarks and in connection therewith shall:
(a) promptly inform Licensor of any third-party use of any
Licensed Trademarks or any infringement or encroachment upon or any misuse
whatsoever of any Licensed Trademarks which comes to Licensee's attention; and
(b) promptly inform Licensor of any claim against Licensee that
the use of any Licensed Trademark infringes the rights of others or of the
institution of any proceeding against Licensee predicated upon any such claimed
infringement.
Section 6.6. Without limiting the effect of Section 3.1 hereof,
Licensor and Licensee shall both have the right to take action in respect of
any Products bearing the Licensed Trademarks for any alleged infringements of,
or other impairments to, such Products. The party taking any such action shall
bear all expenses, have complete control over, and recover all proceeds,
settlements
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and damages with respect to the action. Notwithstanding the foregoing
sentence, the other party retains the right to join such action and share
evenly all expenses, control, proceeds, settlements and damages with respect
thereto, if such other party joins such action within a reasonably time period
following its commencement.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
Section 7.1. Licensor will hold Licensee harmless from and against
all suits, claims or actions by third parties against Licensee alleging
trademark infringement arising from Licensee's authorized use of any of the
Licensed Trademarks; provided that Licensee gives Licensor prompt written
notice of such suit, claim or action and cooperates fully with Licensor in
defending the same.
Section 7.2. Licensee hereby indemnifies and undertakes to defend and
hold Licensor harmless from and against any and all claims, suits, losses,
damages, fines, penalties, and/or expenses, including, but not limited to,
attorneys' fees, arising out of or based upon:
(a) Licensee's or its Manufacturing Agents' processing,
distribution or sale of Products bearing a Licensed Trademark; or
(b) any breach by Licensee or its Manufacturing Agents of their
obligations hereunder; or
(c) any proceeding brought by any person, governmental agency or
consumer group in connection with the Products processed, sold or distributed
by Licensee or its Manufacturing Agents bearing or using a Licensed Trademark;
or
(d) any violations of any applicable law or regulation or civil
claims relating to the manufacture, processing, sale, distribution, promotion
or advertising of Products bearing or using a Licensed Trademark unless
attributable to Licensor's breach of its obligations under this Agreement.
Licensor may participate in the defense of any such litigation.
Section 7.3. Licensee shall be solely responsible for the acts and
omissions of those with whom it or its Manufacturing Agents contracts for any
aspect of the processing, distribution or sale of Products bearing or using a
Licensed Trademark.
Section 7.4. In order to assure its ability to discharge its
obligations to Licensor, Licensee agrees that it will maintain throughout the
Term at its expense, comprehensive general liability insurance, including
product liability insurance and contractual liability coverage specifically
endorsed to cover the indemnity provisions in this Agreement, from a carrier
satisfactory to Licensor, in a minimum amount of Five Million Dollars
($5,000,000) combined single limit for each single occurrence, for bodily
injury and property damage, which shall designate Licensor as an additional
insured therein. The policy shall provide for thirty (30) days prior written
notice to Licensor from the insurer in the event of any material modification,
cancellation or termination. Licensee shall deliver certificates of such
insurance coverage to Licensor prior to the sale and/or distribution of any
Products bearing a Licensed Trademark.
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ARTICLE VIII
RELATIONSHIP
Section 8.1. The relationship between Licensor and the Licensee is
that of licensor and licensee; the Licensee, its contractors, agents and
employees shall under no circumstances be deemed agents, franchisees,
representatives, employees or partners of Licensor.
ARTICLE IX
TERM AND TERMINATION
Section 9.1. Subject to the provisions of Section 9.2 and 9.3 hereof,
the term of this Agreement shall be a period of five (5) years from the date
hereof (the "INITIAL TERM") and for continuous subsequent five (5) years terms
(the "RENEWAL PERIOD(S)").
Section 9.2. Licensee may cancel this Agreement upon no less than one
(1) year's written notice delivered to Licensor prior to the end of the Initial
Term or the then-effective Renewal Period, provided that, if Licensee does not
give the required notice of termination, the Agreement shall be automatically
renewed for a subsequent Renewal Period.
Section 9.3. Licensor shall have the right to cancel and terminate
this Agreement immediately by written notice to Licensee upon the occurrence of
any one (1) or more of the following events:
(a) Licensee fails to deliver to Licensor or to maintain in full
force and effect the insurance referred to in Section 7.4; or
(b) Except as provided in 9.3(c), Licensee or its Manufacturing
Agents fail to commence and diligently pursue the cure of any breach by them of
a material provision of this Agreement within ten (10) days of receipt of
Licensor's written notice of such breach or to effect such cure within twenty
(20) days of receipt of such written notice; or
(c) The failure or refusal of Licensee or its Manufacturing
Agents:
(i) to, within ten (10) days of receipt of Licensor's
reasonable written instructions issued regarding the quality standards
of the Licensed Trademarks and Products, respond to such instructions
and commence a diligent attempt at cure, or to effect such cure within
twenty (20) days of receipt of such instructions; or
(ii) to perform, or comply with, any provision contained
in Article V which failure results in the production for sale of
Products that are unsafe or unfit for human consumption; or
(d) The insolvency of Licensee; an assignment by Licensee for the
benefit of creditors; the failure of Licensee to obtain the dismissal of any
involuntary bankruptcy or reorganization petition filed against it within sixty
(60) days from the date of such filing; the failure of Licensee to vacate the
appointment of a receiver for all or any part of its business within sixty (60)
days from the date of such appointment; or the dissolution of Licensee; or
(e) An involuntary recall of Products bearing the Licensed
Trademarks for reasons directly or indirectly related to the safety of such
Products and attributable to the negligence or intentional wrongdoing of
Licensee or its Manufacturing Agents; provided that Licensor determines in its
reasonable judgment that such event has had or is reasonably likely to have a
TRADEMARK LICENSE AGREEMENT - Page 8
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material adverse effect on the integrity, goodwill, value or strength of any of
the Licensed Trademarks; provided, further, that Licensor may terminate this
license under this Section 9.3(e) without regard to the immediately preceding
provision upon or after the third occurrence within any 12-month period of an
event referred to in this Section 9.3(e).
Section 9.4. In the event that this Agreement is terminated or
expires, Licensee shall, and shall cause its Manufacturing Agents to,
immediately cease all use of the Licensed Trademarks, provided that Licensee
may dispose of inventory on hand of Products in the ordinary course of
business, which shall be no longer than 120 days, if Licensee complies with its
obligations under this Agreement. Upon the request of Licensor, Licensee will
immediately remove or obliterate any Licensed Trademark from all signs
billboards, vehicles and from each and every other place and medium in which
they appear and destroy or surrender to Licensor all other materials of
whatever nature which bear or refer in any way to the Licensed Trademarks.
Section 9.5. Licensee hereby acknowledges and agrees that in the
event it breaches or otherwise defaults under Articles IV, V or X of this
Agreement, Licensor shall suffer immediate and irreparable harm for which there
is not an adequate remedy at law. Licensee agrees that Licensor shall be
entitled to equitable relief by way of injunction, in addition to any other
remedy available at law or in equity.
ARTICLE X
ASSIGNMENTS AND SUBLICENSES
Section 10.1. Licensee shall have the right to assign this Agreement
for the benefit of creditors pursuant to the terms of the Milk Products Credit
Agreement.
Section 10.2. The licenses granted under Article Section 2.1(a) of
this Agreement shall not be sublicensed by Licensee, in whole or in part,
without the prior written consent of Licensor, which consent shall not be
unreasonably withheld. In no event shall any sublicense under this section
relieve Licensee of any of its obligations under this Agreement.
ARTICLE XI
NOTICE
All notices pursuant to this Agreement, shall be in writing and
delivered in person, or sent by registered or certified mail, postage prepaid,
return receipt requested, as follows:
If to Licensee: Milk Products, LLC
0000 Xxxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxx
If to Licensor: Southern Foods Group L.P.
0000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Chief Financial Officer
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Any notice delivered personally shall be deemed to have been given on the date
it is so delivered, and any notice delivered by registered or certified mail
shall be deemed to have been given on the date it is received. Either party by
notice in writing delivered or mailed to the other may change the name or
address or both to which future notices to such party shall be delivered.
ARTICLE XII
MISCELLANEOUS
Section 12.1. This Agreement and each of the appendices and exhibits
thereto constitute the entire understanding of the parties with respect to the
subject matter hereof, and supersede and merge all prior agreements and
discussions between the parties relating hereto. No changes in the terms of
this Agreement shall be valid, except, when and if reduced to writing and
signed by both Licensee and Licensor.
Section 12.2. All rights and remedies which Licensor or Licensee may
have hereunder or by operation of law are cumulative, and the pursuit of one
right or remedy shall not be deemed an election to waive renounce any other
right or remedy. Licensor or Licensee's failure to enforce any provision
hereof on any occasion shall not be deemed to waive any other breach of any
provision hereof. Any waiver of any provision of this Agreement must be in
writing and executed by the waiving party. No waiver of any breach or default
under this Agreement shall waive any other breach or default.
Section 12.3. The parties agree that each provision of this Agreement
shall be construed as separable and divisible from every other provision.
Enforceability of any one provision shall not limit the enforceability, in
whole or in part, of any other provision hereof. If any term of this Agreement
(or the application thereof to any part or set of circumstances) shall be held
invalid or unenforceable in any jurisdiction and to any extent, it shall be
ineffective only to the extent of such invalidity or unenforcability an shall
not invalidate or render unenforceable any other terms of provisions of this
Agreement (or such applicability thereof).
Section 12.4. Licensee and Licensor agree to execute such further
documentation and perform such further actions as may be reasonably, requested
by the other party hereto to evidence and effectuate further the purposes and
intents set forth in this Agreement.
Section 12.5. All representations, warranties and indemnities
contained in this Agreement shall survive any independent investigation made by
the benefiting party and the suspension, expiration or termination of this
Agreement.
Section 12.6. This Agreement, irrespective of place of execution or
performance, shall be construed and enforced in accordance with the laws of the
State of Texas applicable to contracts executed and wholly performed therein.
Any and all actions or proceedings concerning this Agreement shall, if brought
by any party hereto, be instituted and resolved in the courts of the
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State of Texas or any federal court, sitting in the State of Texas. Each party
hereby consents to jurisdiction and service of process in such locale.
Section 12.7. Article and section headings and captions are for
convenience only and shall not be used in the construction or interpretation of
this Agreement or any terms herein.
Section 12.8. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original and all of which taken
together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
SOUTHERN FOODS GROUP, L.P.
BY SFG MANAGEMENT LIMITED LIABILITY
COMPANY, ITS GENERAL PARTNER
By: /s/ XXXXXXX X. XXXX
------------------------------------
Xxxxxxx X. Xxxx, Assistant Secretary
MILK PRODUCTS, LLC
By: /s/ XXXXX X. XXXXX
------------------------------------
Xxxxx X. Xxxxx, President
APPENDIX A - LICENSED TRADEMARKS
UNITED STATES TRADEMARK U.S. REG. NO.
Lite-Line (Stylized Letters) 929657
Lite-Line (words only) 1,178,356
Poinsettia (words only) 813,109
00
XXXXXXXX X - PRODUCTS
MILKS
Fluid fresh homogenized milk
Fluid fresh 1% and 2% low fat milk
Fluid fresh nonfat skimmed milk
Fluid fresh 1% and 2% chocolate milk
Fluid fresh whole chocolate milk
Fresh skim chocolate milk
Fresh buttermilk
Lactose reduced & lactose free fresh milk
Ultra-pasteurized, shelf stable, aseptically packaged fluid fresh milk
BUTTER
"Country Store" butter (in quarters)
Spreadable light butter
EGGNOGS
Regular fresh eggnog
Light fresh eggnog
Fat free fresh eggnog
CREAMS
Fresh heavy cream
Fresh light cream
Fresh half & half cream
Fresh fat free cream
ICE CREAMS, FROZEN YOGURTS AND SHERBETS
Frozen ice cream - full fat
Frozen ice cream - fat free
Frozen ice cream - low fat
Frozen confections - Juice pops on sticks
Frozen confections - Regular ice cream pops on sticks
Frozen confections - Reduced sugar ice cream pops
Frozen confections - No sugar-added ice cream pops
Frozen confections - ice cream bars
Frozen confections - ice cream sandwiches
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Frozen confections - ice cream cups
Frozen confections - ice cream cones containing bulk
ice cream packed inside a foil container
Frozen sherbets or sorbets in various flavors
Frozen yogurt in various flavors
COTTAGE CHEESES
Regular fresh cottage cheese
Low fat fresh cottage cheese
Fat free fresh cottage cheese
SOUR CREAMS
Regular fresh sour cream
Low fat fresh sour cream
Fat free fresh sour cream
FRESH YOGURTS
Regular yogurt
Low fat yogurt
Fat free yogurt
CREAM CHEESES
Regular cream cheese
Reduced fat cream cheese
FRUIT JUICES - From 100% Concentrate
Orange, apple and a variety of other flavors
