[HALLMARK CARDS
LOGO]
HALLMARK CARDS INCORPORATED
KANSAS CITY, MISSOURI 64141
August 13, 1984
Xxx X. Xxxxxxx
Manager/Sales Information Center
Xx. Xxxxx X. Xxxxx, President
Xxxxx'x Shop, Incorporated
0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Trademark Assignment and License Agreement
Dear Xx. Xxxxx:
This will confirm the agreement between you and Hallmark Cards,
Incorporated regarding your desire to use the HALLMARK trademark in conjunction
with the operation of your social expression shop, located at 000 Xxxxxxx
Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000 (the "Shop"). Specifically, Hallmark does
hereby grant to you 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 -- and, in addition, to use the HALLMARK trademark in
other appropriate ways for the promotion and sale of HALLMARK products at the
Shop. This grant is subject to all of the following terms and conditions.
1. That you hereby acknowledge that Hallmark is the sole and exclusive
owner of trademarks and tradenames including the name HALLMARK alone and in
combination with a 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;
2. That you, for yourself, your heirs, administrators, successors and
assigns, do hereby absolutely grant, bargain, convey and assign unto Hallmark
any and all legal and equitable right, title and interest, both tangible and
intangible, which you have or may hereafter acquire in the trademark HALLMARK,
including but not limited to any goodwill hereinafter generated or created by
you or anyone acting or claiming under you.
3. That you hereby acknowledge that 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
you operate at any other location and further that said license herein granted
shall be terminable by Hallmark, at any time, by the giving to you of 30 days
written notice.
4. That you hereby acknowledge that the license herein granted may not
be transferred or assigned and that all rights granted herein shall revert to
Hallmark upon revocation of this agreement by Hallmark.
5. That, in connection with your operation of the Shop, you hereby
agree to:
(a) use your 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 the 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 your primary product line,
provided, however, that you are not otherwise restricted from the
inventory and sale of competing product lines.
6. That you hereby agree to display Xxxxxxxx'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 you hereby agree to be bound by said
rules. Attached to this letter are the present GUIDELINES FOR THE USE OF THE
TRADEMARK "HALLMARK".
7. That you hereby agree to, from time to time, submit to Hallmark,
samples of advertising material, letterheads, etc. for determination that your
use of the HALLMARK trademark is, in Hallmark's judgment, correct.
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8. That you hereby acknowledge that this agreement supersedes all prior
oral or written representations and constitutes the entire understanding between
you and Hallmark with respect to the use of the HALLMARK trademark in connection
with your operation of the shop and that this agreement may be modified only in
writing.
9. That you hereby acknowledge that this agreement shall be subject to
and construed in accordance with the laws of the state of Missouri and shall
become effective upon receipt by Hallmark in Kansas City, Missouri of this
letter agreement signed by you.
10. That you hereby acknowledge that Hallmark is not your partner,
joint venturer or franchisor and that the relationship between you and Hallmark
is not a franchise relationship and that no fee is required to follow any
specific merchandising plan.
11. That you shall have the right to terminate this agreement by giving
Hallmark 30 days written notice of your 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 Center - 340, P.O. Box 580, Kansas City, Missouri 64141.
12. That this agreement shall automatically terminate on the occurrence
of the following: (1) termination of your right to occupy the premises with
respect to which the license herein has been granted or (2) the closing of your
account with Hallmark.
13. That, in the event this license is terminated, for any reason by
either party, you hereby agree 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. You further
agree to permit Hallmark the right to enter your premises to ensure that the
foregoing has been completed upon Xxxxxxxx's first giving you reasonable advance
notice. You further acknowledge and agree that your 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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Please acknowledge that the foregoing represents our agreement by
signing and returning the enclosed copy of this letter.
Very truly yours,
HALLMARK CARDS, INCORPORATED
By /s/ Xxx X. Xxxxxxx
---------------------------------
Xxx X. Xxxxxxx
Agreed to this 16th day of August , 1984.
STONE'S SHOP, INCORPORATED
By /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx Xxxxx
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