TRADEMARK LICENSE AGREEMENT
THIS
AGREEMENT amends and restates the Trademark License Agreement dated July 16,
2007 by and between Moose River Management, Inc., a Florida Corporation
(“Licensor”), and American Restaurant Concepts, Inc., a Florida Corporation
(“Licensee”).
WITNESSETH:
WHEREAS,
Licensor is the sole and exclusive owner of the trademarks and
registrations
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TITLE
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Registration Number
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Date Registered
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Dick’s
Wings
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US
Registration: 78170748
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August
12, 2003
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Dick’s
Wings and Design
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Florida
Registration: T97000000492
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May
6, 1997
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Dick’s
Wings & Grill and Design
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US
Registration: 78271987
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July
9, 2003
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Dick’s
Wings Express and Design
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US
Registration: 78845474
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March
24, 2006
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(the
“Trademarks”); and
WHEREAS,
Licensor has the power and authority to grant to Licensee the right, privilege
and license to use the Trademarks on or in association with the goods and/or
services covered by the registrations (the “Licensed Products”);
and
WHEREAS,
Licensee desires to obtain from Licensor a license to use the Trademarks on or
in association with the Licensed Products; and
WHEREAS,
both Licensee and Licensor are in agreement with respect to the terms and
conditions upon which Licensee shall use Trademarks.
NOW,
THEREFORE, for $100 and other good and valuable consideration, including the
promises and agreements set forth herein, the parties, each intending to be
legally bound hereby, do promise and agree as follows:
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1.
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License
Grant
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a.
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Licensor
hereby grants to Licensee for the term of this Agreement as stated herein,
an exclusive license to reproduce the Trademark on or in association with
the Licensed Products, for the use of franchising, as well as on
packaging, promotional and advertising material associated
herewith.
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b.
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Licensee
may not grant any sublicenses to any third party without the prior express
written consent of the Licensor which may be withheld for any
reason. This does not include the right of American Restaurants
Concepts, Inc. to sublicense the Trademarks to any franchisee for use in
the franchised locations.
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1
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c.
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So
long as this Agreement is in effect, Licensor agrees not to grant any
other party a license to use the
Trademarks.
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2.
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Term
of The Agreement
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This
Agreement and the provisions hereof, except as otherwise provided, shall be in
full force and effect commencing on the date of execution by both parties and
shall continue for a term of Fifty (50) years. Licensee shall have the right to
renew this Agreement for a one additional Fifty (50) year term.
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3.
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Consideration
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In
consideration for the right to use the Trademarks and Licensed Products,
Licensee promises to use, promote, and advertise the Licensor’s products and to
use the Trademarks for franchising Dick’s Wings and Dick’s Wings Express
locations and in furtherance of the Good Will of the Dick’s Wings
brand.
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4.
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Warranties
and Obligations
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a.
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Licensor
represents and warrants that it has the right and power to grant the
licenses granted herein and that there are no other agreements with any
other party in conflict herewith.
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b.
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Licensor
further represents and warrants that, to the best of its knowledge, the
Trademarks do not infringe any valid right of any third
party.
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c.
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Licensee
represents and warrants that it will use its best efforts to promote,
market, sell, and distribute the Licensed
Products.
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5.
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Agreement
Binding on Successors
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The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their heirs, administrators, successors, and
assigns.
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6.
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No
Joint Venture
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Nothing
contained herein shall constitute this arrangement to be employment, a joint
venture or a partnership.
2
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7.
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Assignability
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The
license granted hereunder is personal to Licensee and shall not be assigned by
any act of Licensee or by operation of law unless in connection with a transfer
of substantially all of the assets in Licensee or with the consent of
Licensor.
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8.
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Integration
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This
Agreement constitutes the entire understanding of the parties, and revokes and
supersedes all prior agreements between the parties and is intended as a final
expression of their Agreement. It shall not be modified or amended
except in writing signed by the parties hereto and specifically referring to
this Agreement. This Agreement shall take precedence over any other
documents which may be in conflict with said Agreement.
9.
Grounds
for Termination.
Due to
the goodwill associated with the Licensed Marks, both parties agree that it is
an integral part of this Agreement that Licensee observes certain high standards
of conduct. As a result, Licensor has the right to terminate this Agreement for
any of the following reasons: Licensee's breach of any provision of this
Agreement; the insolvency or bankruptcy of Licensee; the sale or
assignment (in whole or in part) of Licensee without the prior written approval
of Licensor, provided, however that Licensee may sell its stock in one or more
of a series of private public securities offerings without such sales being
deemed a sale or assignment of Licensee; or any misrepresentation by Licensee
regarding the Licensed Marks or Licensor. This Agreement shall be effectively
terminated upon the date of Licensor's written notice of termination to
Licensee. Upon cancellation, expiration or termination of this Agreement, the
License to use the Licensed Marks shall automatically revert to Licensor, and
Licensee shall immediately cease using any of the Licensed Marks, or any marks
confusingly similar to the Licensed Marks, and shall destroy all materials
bearing the Licensed Marks. However, such termination shall not
affect any franchisee of Licensee from continuing to use the Licensed Marks in
accordance with the terms of their franchise agreement, including any renewal or
extension thereof.
IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
each caused to be affixed hereto its hand and seal the day
indicated.
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/s/ Xxxxxxx
Xxxxxxxxxxx
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/s/ Xxxxxxx
Xxxxxxxxxxx
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Moose
River Management, Inc.
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American
Restaurants Concept, Inc.
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Xxxxxxx
Xxxxxxxxxxx
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Xxxxxxx
Xxxxxxxxxxx
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Its:
President
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Its:
President
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3
