TRADEMARK AGREEMENT
THIS TRADEMARK AGREEMENT (the "Agreement"), made and entered into this 25th
day of February 1994, by and between PRESTOLOCK ACQUISITION CORP., a Michigan
corporation having its place of business at 00 Xxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000, U.S.A., (hereinafter referred to as
"Prestolock"), and Presto Lock, Inc., a New Jersey corporation, having a place
of business at 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000, U.S.A.,
(hereinafter called "Licensee").
RECITALS:
WHEREAS, Prestolock is the owner of certain trademarks relating to various
products, including locks and luggage; and
WHEREAS, Licensee desires to acquire a license from Prestolock to enable it
to use such trademarks on certain products on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and undertakings hereinafter set forth, the parties hereto agree as follows:
1. As used herein:
a. The term "Licensed Products" shall mean luggage hardware.
b. The term "Licensed Trademarks" shall mean those trademarks set
forth in Exhibit A, and any applications and registrations
therefore, anywhere in the world.
c. The term "Territory" shall mean anywhere in the world.
2. In consideration of $1.00 and other valuable consideration, Prestolock
hereby grants to Licensee the exclusive right and license to utilize in the
Territory the Licensed Trademarks on Licensed Products made by Licensee in
compliance with the terms and conditions
thereof. Prestolock shall not grant any other party the right or license to
utilize the Licensed Trademarks with respect to the Licensed Products in the
Territory.
3. Licensee may use the Licensed Trademarks only on or referring to
Licensed Products; further, Licensee agrees not to utilize any Licensed
Trademark in connection with Licensed Products containing padlocks of any kind,
unless such padlocks have been purchased directly from Prestolock.
4. Licensee shall use the Licensed Trademarks only with respect to Licensed
Products which comply with reasonable commercial standards. Prestolock shall not
assign or transfer the Licensed Trademarks except to an assignee or transferee
which shall agree in writing to use the Licensed Trademarks only with respect to
products (other than Licensed Products) which comply with reasonable commercial
standards.
5. Licensee recognizes Prestolock's title to the Licensed Trademarks and
shall not at any time do or suffer to be done any act that will impair the
rights of Prestolock in and to the Licensed Trademarks. Licensee shall not
acquire and shall not claim any title to said Licensed Trademarks adverse to
Prestolock by virtue of the license granted to Licensee, or through Licensee's
past, present or future use of the Licensed Trademarks, or any variation
thereof, it being the intention of the parties that all use of the Licensed
Trademarks by Licensee shall at all times inure to the benefit of Prestolock.
6. The parties shall notify each other of any infringement of the Licensed
Trademarks by any third party promptly upon becoming aware of any such
infringement.
7. This Agreement and the rights and privileges herein granted may be
assigned by Licensee effective upon receipt of written notice of same by
Prestolock.
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8. Upon termination of this Agreement, Licensee shall cease using the
Licensed Trademarks or any variation thereof.
9. All notices, deliveries, consents, waivers or requests permitted or
required pursuant to this Agreement shall be sufficient and deemed to have been
served when sent by prepaid cable, telex or facsimile with simultaneous mailing
of a copy thereof by registered or certified air mail to the addresses stated
above, or at such other addresses of which the parties may have notified each
other.
10. This Agreement is binding on and shall inure to the benefit of the
parties to this Agreement and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in their respective corporate names by duly authorized officers thereof.
ATTEST PRESTOLOCK ACQUISITION CORP.
/s/Xxxx X. Xxxxx By: /s/Xxxxxx X. Xxxxxxxxxxx
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ITS: President
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Date: 2/25/94
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Witness LICENSEE
/s/Xxxxx X. Rapheals By: /s/Xxxxxxxx Xxxxxxx
-------------------------------- --------------------------
ITS: President
-------------------------
Date: 2/25/94
------------------------
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EXHIBIT A
U.S. Registered Marks:
Trademark U.S. Registration No. Date of Registration
--------- --------------------- --------------------
PRESTO 1,125,143 Sept. 18, 1979
PRESTO 904,582 Dec. 22, 1970
PRESTOLOCK 904,702 Dec. 22, 1970