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EXHIBIT 10.12
LICENSE AGREEMENT
This Agreement is effective as of September 22, 1997 by and between XXXX
XXXXXXX ENTERPRISES, INC., a California corporation, at 0000 X. Xxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 ("Licensor") and STAR BUFFET, INC., a
Delaware corporation at 000 Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000
("Licensee").
RECITALS
A. Licensor is the owner of the trademark STAR LOGO Design and
variations thereof ("Star Trademarks"). Licensor is the owner of many United
States and International Trademark Registrations for its Star Trademarks.
B. Licensee desires to license from Licensor the STAR BUFFET and STAR
BUFFET and Design marks. Licensor has applied to the U.S. Patent and Trademark
Office to register said STAR BUFFET and STAR BUFFET and Design marks, which are
variations of Licensor's Star Trademarks, depicted on Exhibit "A" attached
hereto and fully incorporated herein.
NOW, THEREFORE, in consideration of the mutual provisions contained
herein, the receipt and sufficiency of which are hereby acknowledged, Licensor
and Licensee agree as follows:
ARTICLE 1
DEFINITIONS
1.1 LICENSED MARKS. The "Licensed Marks" are: (1) the words STAR BUFFET;
(2) the combination of a Star Logo Design, together with an illustration of a
fork and knife; ("STAR BUFFET and Design"), and (3) the words NORTH STAR BUFFET,
as specifically shown in Exhibit "A."
1.2 LICENSED TERRITORY. The "Licensed Territory" is the United States of
America and Canada.
1.3 TERM. The "Term" of this Agreement shall be granted in perpetuity
from the date of this Agreement; however, Licensor may terminate this License
(as defined in Article 2 below) for any reason or for no reason upon thirty (30)
days written notice to Licensee.
ARTICLE 2
GRANT OF LICENSE
2.1 LICENSE. Subject to Licensee's performance of it obligations under
this Agreement, Licensor grants to Licensee a personal, non-transferable,
indivisible, non-exclusive license ("License"), without the right to sub-license
for the Term, to use the
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Licensed Marks in connection with its Tradename and restaurant services and food
items sold in the restaurants ("Licensed Use").
Notwithstanding the above, the NORTH STAR BUFFET xxxx xxx be
sublicensed from Star Buffet, Inc., a Delaware corporation, to North Star
Buffet, Inc., a _____________ corporation, for as long as (a) North Star Buffet,
Inc. remains a wholly-owned subsidiary of Star Buffet, Inc., and (b) North Star
Buffet, Inc. agrees to abide by the terms of this Agreement.
2.2 RESTRICTIONS. Licensee agrees that it shall not use the Licensed
Marks or any similar marks in connection with any goods or services not set
forth in the Licensed Use. Notwithstanding anything to the contrary contained
herein, all rights not specifically granted in this Agreement to Licensee shall
be reserved and remain always with Licensor.
ARTICLE 3
QUALITY CONTROL
3.1 MODIFICATIONS. Licensee agrees that it will not in any way modify
the Licensed Marks as used in connection with the Licensed Use at any time
without Licensor's prior written consent. Licensor's consent may be withheld for
any reason or no reason.
3.2 GOODWILL. The parties acknowledge and agree that great value is
placed on the Licensed Marks and the goodwill associated therewith, that the
consuming public and the industry now associate the Licensed Marks with goods
and services of consistently high quality, and that the terms and conditions of
this Agreement are necessary and reasonable to assure the consuming public and
the industry that all goods and services provided hereunder are of the same
consistently high quality as goods and services provided by others who are or
may hereafter be licensed to provide goods and services under the Licensed
Marks. Accordingly, Licensor may prohibit Licensee from using the Licensed Marks
in connection with any goods or services which fail to conform to the quality
and standards prescribed by Licensor at Licensor's sole discretion.
3.3 HIGH QUALITY STANDARDS. As early as possible, and in any event prior
to each calendar year and before instituting any change in the goods and
services provided under the Licensed Marks, Licensor shall have the right to
exercise quality control over the goods and services provided by Licensee under
the Licensed Marks by making any changes or corrections in said goods or
services as may be required to maintain the high quality standards prescribed by
Licensor, and Licensee agrees to make and incorporate said changes or
corrections.
3.4 APPROVAL. Licensee shall make no changes in any goods or services
after they have been approved without resubmitting descriptions of the goods or
services for approval. If, during operation, Licensee deviates from the approved
goods or services,
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Licensee agrees to submit new descriptions of the goods or services for
approval. Approval or disapproval of such goods or services shall lie in
Licensor's sole discretion. Should Licensor require additional description of
the goods or services at any given time, Licensee agrees to provide such
additional description to Licensor.
3.5 COOPERATION. Licensee agrees to exercise its best efforts to
cooperate with Licensor at all times in the coordination of goods and services
so that they are consistent with the style, image, and quality of other goods
and services provided under the Licensed Marks.
3.6 INSPECTION. Licensor or its representatives may, at all reasonable
business hours, inspect the operations and facilities of Licensee with respect
to this Agreement.
3.7. SUBSTANDARD GOODS OR SERVICES. Licensee agrees not to advertise,
promote, offer for sale, sell, provide or perform or to permit any third party
to advertise, promote, offer for sale, sell, provide or perform substandard
goods or services under the Licensed Marks. Substandard goods or services are
defined as goods and services not meeting the specifications and/or quality
standards of Licensor.
3.8 COMPLIANCE WITH LAWS. Licensee agrees to comply with all applicable
local, state and federal labeling, notice and warning laws, and at all times to
conduct the activities pursuant to this Agreement in a lawful manner.
ARTICLE 4
PROPERTY RIGHTS
4.1 TITLE. Title to the Licensed Marks shall always remain with
Licensor. Licensee shall not acquire any right or interest in the Licensed Marks
except the right to use the same pursuant to this Agreement. Licensee's use of
the Licensed Marks shall inure to Licensor's exclusive benefit.
4.2 INTELLECTUAL PROPERTY RIGHTS. The parties agree that Licensor shall
solely own and have exclusive worldwide right, title and interest in and to all
United States and worldwide trademarks, copyrights, service marks, trade secrets
and all other intellectual property rights in any way regarding the Licensed
Marks and to all other intellectual property rights in any way regarding the
Licensed Marks and to all modifications and derivative marks related thereto.
Licensee shall not challenge or otherwise contest the validity, ownership or
enforceability of the Licensed Marks or any of Licensor's other Trademarks.
4.3 NO USE AFTER TERMINATION. Upon termination of this License, Licensee
agrees to immediately cease all use of the Licensed Marks and any marks
confusingly similar thereto.
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ARTICLE 5
GENERAL PROVISIONS
5.1 GOVERNING LAW AND VENUE. This Agreement shall be interpreted and
enforced under the laws of the State of California, without application of its
conflict of law or choice of law rules. Both parties irrevocably submit to the
jurisdiction of the state or federal courts located in Orange County, California
for any action or proceeding regarding this Agreement, and both parties waive
any right to object to such jurisdiction and venue in any way.
5.2 ASSIGNMENT. Licensee acknowledges that the favorable terms of this
Agreement were granted to Licensee only because of Licensee's experience, and
that the substitution of any party by Licensee would destroy the intent of the
parties. Accordingly, except as specifically set forth in paragraph 2.1 hereof,
Licensee shall have no right to assign, delegate, transfer, or otherwise
encumber this Agreement or any portion thereof, without Licensor's prior written
consent which can be arbitrarily withheld.
5.3 SEVERABILITY. If any provision, or part thereof, of this Agreement
is judicially declared invalid, void or unenforceable, each and every other
provision, or part thereof, nevertheless shall continue in full force and
effect.
5.4 ATTORNEYS' FEES. In the event a dispute arises regarding this
Agreement, the prevailing party shall be entitled to its reasonable attorneys'
fees and expenses incurred in addition to any other relief to which it is
entitled.
5.5 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties regarding the subject matter hereof, and supersedes all
prior or contemporaneous understandings or agreements, whether oral or written.
This Agreement shall be modified or amended only by a writing signed by both
Licensor and Licensee.
5.6 AUTHORITY. The parties executing this Agreement on behalf of
Licensor and Licensee represent and warrant that they have the authority from
their respective governing bodies to enter into this Agreement and to bind their
respective companies to all the terms and conditions of this Agreement.
5.7 NOTICES. All notices, requests, demands and other communications
hereunder, whether or not required, shall be in writing and shall be sent by
registered or certified mail, or by recognized national delivery service,
postage prepaid, return receipt requested, to the address address provided by
the receiving party from time to time.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date set forth on page 1.
LICENSOR LICENSEE
XXXX XXXXXXX ENTERPRISES, INC. STAR BUFFET, INC.
By: _______________________________ By: _______________________________
Name: Name:
Title: Title:
