TRADEMARK LICENSE AGREEMENT
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This Agreement is made this 14th day of May, 1985, (date to be
completed by K.C.) by and between Hallmark Cards, Incorporated (hereinafter
referred to as "Hallmark") and Stone's Stores Inc. (hereinafter referred to as
"Licensee").
WHEREAS, Hallmark is the sole and exclusive owner of trademarks and
tradenames including the work HALLMARK alone and in combination with the 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, among others; and
WHEREAS, Licensee desires to use the HALLMARK trademark in conjunction
with the operation of its social expression shop located at Xxxxx & Xxxxxxx
Xxxx, Xxxxxxxx, XX 00000 (complete address - street, city, state and zip code)
(hereinafter referred to as the "Shop");
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Hallmark hereby grants to Licensee a royalty free license to use the
trademark and tradename HALLMARK as part of the Shop's tradename in the
following manner and no other -- Stone's Hallmark Shop (or Synonym)
_______________-- and in addition, to use the HALLMARK trademark in other
appropriate ways for the promotion and sale of Hallmark products at the Shop.
2. Licensee, for itself, its heirs, administrators, successors and
assigns, does hereby absolutely grant, bargain, convey and assign unto Hallmark
any and all legal and equitable right, title and interest, both tangible and
intangible, which it has or may hereafter acquire in the trademark HALLMARK,
including but not limited to any goodwill hereinafter generated or created by it
or anyone acting or claiming under it.
3. The license herein granted shall not extend to any use of the
trademark as a part of a corporate name or in connection with any other business
it operates at any other location and further said license herein granted shall
be terminable by Hallmark, at any time, by the giving to Licensee of 30 days
written notice.
4. The license herein granted may not be transferred or assigned and
all rights granted herein shall revert to Hallmark upon termination of this
agreement.
5. In connection with Licensee's operation of the Shop, Licensee will:
(a) use its best efforts to promote and maintain the goodwill of
the HALLMARK trademark and image;
(b) 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 your store;
(c) maintain its store premises in a neat and orderly fashion;
(d) 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) not directly or indirectly disparage the HALLMARK product
line or use bait and switch selling techniques to a customer who
indicates 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) maintain HALLMARK products as its primary product line,
provided, however, that Licensee is not otherwise restricted from the
inventory and sale of competing product lines.
6. Licensee shall display Hallmark's trademarks in conformity with the
rules for such use as Hallmark may, from time to time, promulgate in order to
protect the quality image and reputation which those trademarks presently enjoy.
Any rules now or hereafter promulgated by Hallmark shall be considered a part of
this agreement and Licensee hereby agrees to be bound by said rules. Attached as
Exhibit A to this agreement are the current rules regarding the use of the
trademark HALLMARK.
7. Licensee will, from time to time, submit to Hallmark, samples of
advertising material, letterheads, etc. for determination that its use of the
HALLMARK trademark is, in Hallmark's judgment, correct.
8. This agreement supersedes all prior oral or written representations
and constitutes the entire understanding between Licensee and Hallmark with
respect to the use of the HALLMARK trademark in connection with Licensee's
operation of the shop and may be modified only in writing.
9. This agreement shall be subject to and construed in accordance with
the laws of the state of Missouri and shall become effective upon execution by
Hallmark in Kansas City, Missouri.
10. Licensee acknowledges that Hallmark is not its partner, joint
venturer or franchisor and that the relationship between Licensee and Hallmark
is not a franchise relationship
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and that no fee is payable for this license and that Licensee is not required to
follow any specific merchandising plan.
11. Licensee shall have the right to terminate this agreement by giving
Hallmark 30 days written notice of its intent to do so. Said written notice
shall be placed in the United States mail, certified mail-return receipt
requested, addressed to Hallmark Cards, Incorporated, in care of Sales
Information Xxxxxx - 000, X.X. Xxx 000, Xxxxxx Xxxx, Xxxxxxxx 00000.
12. This agreement shall automatically terminate on the occurrence of
the following: (1) termination of Licensee's right to occupy the premises with
respect to which the license herein has been granted or (2) the closing of
Licensee's account with Hallmark.
13. In the event this license is terminated, for any reason by either
party, Licensee hereby agrees to immediately cease using the HALLMARK trademark
and all other trademarks owned by Hallmark and to remove, destroy or otherwise
obliterate any sign, placard, poster, stationery, banner, advertising,
merchandise bag or lettering which utilizes the HALLMARK trademark, or any part
thereof, by the date upon which the termination becomes effective. Licensee
further agrees to permit Hallmark the right to enter premises to ensure that the
foregoing has been completed upon Hallmark's first giving Licensee reasonable
advance notice. Licensee further acknowledges and agrees that its failure to
immediately cease the use of the HALLMARK trademark upon revocation of the
license herein granted will result in irreparable harm and injury to Hallmark.
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WHEREFORE, the parties hereto have executed this agreement in
duplicate.
HALLMARK CARDS, INCORPORATED
By /s/
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Sole Proprietorship Partnership Corporation
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Stone's Shops, Inc.
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(Name of Corporation)
By /s/ Xxxxx X. Xxxxx
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This Agreement is not effective until approved and executed by Hallmark
Cards, Incorporated in Kansas City, Missouri.
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