Exhibit 10.13
TERMINATION AGREEMENT
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I.
PARTIES
ON ONE SIDE
PANAMERICAN BEVERAGES, SA DE CV, a corporation organized and existing under the
laws of the Republic of Mexico, with tax residence in Switzerland and an office
at Xxxxxxxxxxxxxx 00,0000 Xxx, Xxxxxxxxxxx.
Hereinafter referred to as the "PROPRIETOR".
and on the other side
PANAMCO GOLFO, SA DE CV ("GOLFO"), a corporation organized and existing under
the laws of the Republic of Mexico, with offices at Boulevard Xxxxxx Xxxxx
Xxxxxxx Xx. 00, xxxx 00, Xxxxxxx Xxxxx xx Xxxxxxxxxxx, Xxxxxx, D.F.
Hereinafter referred to as "LICENSEE".
II.
WITNESSETH
WHEREAS, PROPRIETOR is the Registered Owner of the trademarks in the
International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO
and DESIGN, 458791 WATER CONTAINER DESIGN (hereinafter referred to as the "Risco
Trademarks") in the Republic of Mexico. The PROPRIETOR is also the Registered
Owner of all other water trademarks as listed in Schedule A (attached hereto) in
the Republic of Mexico. Together with the Risco Trademarks, all other water
trademarks are collectively referred to as the "Purified Water Trademarks";
WHEREAS, the Parties entered into a Trademark License Agreement with the
effective date of January 1, 2003 (hereinafter "the Agreement"), pursuant to
which LICENSEE received from PROPRIETOR an exclusive license to use and exploit
the Purified Water Trademarks throughout the Golfo territory of the Republic of
Mexico, as that territory is described in Appendix III of the "Contrato de
Embotellador" executed by and between THE COCA-COLA COMPANY and LICENSEE on July
1, 1999, (hereinafter referred to as the "LICENSED TERRITORY") in connection
with the manufacturing, marketing and sale of PURIFIED WATER for a term of ten
years;
WHEREAS, the parties mutually intend to exercise their rights under Clause
12 of the Agreement but only with respect to any rights granted by the Agreement
to use or otherwise exploit the Purified Water Trademarks;
III.
TERMS
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained herein, the Parties agree as follows:
1. Mutually agree to partially terminate the Agreement with respect to
any portion thereof that relates to or otherwise grants any exclusive,
transferable, sub-licensable right or license to fully use and/or
exploit any Purified Water Trademark throughout the LICENSED TERRITORY
in connection with the manufacturing, marketing and sale of PURIFIED
WATER. Such termination shall be effective as of the close of business
on March 12, 2003. Any notification for termination that may have been
required under the Agreement by either party shall be considered fully
served and satisfied by this Termination Agreement. Additionally,
without waiving any other rights which may arise out of the Agreement,
both parties waive any and all other rights associated with the
termination and/or notification of termination that were granted under
the Agreement.
2. Upon termination of the Agreement, LICENSEE will have no rights or
obligations with respect to the Purified Water Trademarks as granted
in the Agreement and will only maintain a non-exclusive right to sell
or otherwise dispose of any Risco-related inventory during the period
in which LICENSEE is obligated to produce Risco product pursuant to
the Trademark License Agreement entered into by LICENSEE and THE
COCA-COLA COMPANY on March 11, 2003. LICENSEE will not have any rights
over the Risco Trademarks or any other Purified Water Trademark except
for the limited right to produce Risco as directed by THE COCA-COLA
COMPANY pursuant to the Bottling Agreement entered into between
LICENSEE and THE COCA-COLA COMPANY effective July 1, 1999. The period
during which LICENSEE will have these limited rights shall not extend
beyond December 31, 2005 and all sales concluded during this period
shall remain subject to clause four of the Agreement.
This Termination Agreement shall be governed by and construed in accordance
with the laws of the Republic of Mexico.
IN WITNESS THEREOF the parties hereto have entered into this Termination
Agreement on the place set hereunder.
For PROPRIETOR: For LICENSEE:
Panamerican Beverages, SA de CV Panamco Golfo, SA de CV
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Signed by: ------------------- Signed by: ------------------
