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TRADEMARK SALE AND LICENSE AGREEMENT
This Agreement is effective as of October 10, 1997, by and
between AGRICULTURAL GLYCOSYSTEMS, INC. (AGT), a corporation
organized and existing under the laws of the State of Michigan,
whose principal place of business is located in Boston,
Massachusetts, hereafter referred to as "Licensor" and "Vendee,"
and ELK MOUND FEED AND FARM SUPPLY, INC. (ELK MOUND), a
corporation organized and existing under the laws of the State of
Wisconsin, whose principal place of business is located in Elk
Mound, Wisconsin, hereinafter referred to as "Licensee" and
"Vendor";
WHEREAS, Vendor has adopted and is using the xxxx XXXXXXXXX
(hereinafter the "Trademark") as a trademark for blends of
Canadian alfalfa seeds in the State of Wisconsin and elsewhere
throughout the United States and has obtained U.S. Trademark
Registration No. 1,948,921, dated January 16, 1996, covering the
xxxx from the United States Patent and Trademark Office, a copy
of which is attached hereto as Exhibit A and hereinafter referred
to as the "Registration";
WHEREAS, Vendor is desirous of selling said Trademark to
Vendee and of assigning said registration to Vendee;
WHEREAS, Licensee is desirous of using said Trademark in
connection with the sale of alfalfa seeds;
NOW, THEREFORE, the parties hereby agree as follows:
1. Sale. Vendor hereby grants to Vendee its entire right,
title and interest in the Trademark and associated good will, and
contemporaneously herewith shall execute an assignment of
Trademark Registration No. 1,948,921, a copy of which assignment
is attached hereto as Exhibit A.
2. Payment Schedule. As consideration for the above grant
and assignment, AGT shall pay to ELK MOUND the total sum of
$15,000.00, to be paid in installments as follows:
The first payment shall be for $5,000.00 and shall be
made at the time the ELK MOUND assigns the Trademark to
AGT;
The second payment shall be for $4,000.00 and shall be
made within sixty days of the first anniversary of the
assignment date;
The third payment shall be for $3,000.00 and shall be
made within sixty days of the second anniversary of the
assignment date;
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The forth payment shall be for $2,000.00 and shall be
made within sixty days of the third anniversary of the
assignment date; and
The fifth payment shall be for $1,000.00 and shall be
made within sixty days of the fourth anniversary of the
assignment date.
3. Reversion. However, should AGT fail to make any of the
payments set forth in Paragraph 2 on a timely basis, the
registration shall automatically revert back to ELK MOUND.
4. License. AGT hereby licenses the XXXXXXXXX trademark
back to ELK MOUND for use in connection with the sale of alfalfa
seeds. This license is paid up license, and no further
compensation shall be due to AGT from ELK MOUND for the use of
the trademark.
5. Quality of Goods. Licensee shall use the trademark
XXXXXXXXX only in connection with the sale of alfalfa seeds. The
quality of the goods shall be satisfactory to the Licensor or as
specified by it. The Licensor shall be the sole judge of whether
or not the Licensee has met or is meeting the standard of quality
so established. See attached.
[Attachment:] The quality of Alfalfa seed sold under the
Trademark Xxxxxxxxx are specified to meet the minimum
requirements of 90% pure seed, 85% germ and 10% hard seed.
6. Inspection. Licensee will permit duly authorized
representatives of the Licensor to inspect the premises of
Licensee at all reasonable times, for the purpose of ascertaining
or determining compliance with Paragraph 5 hereof.
7. Use of Trademark. Licensee shall provide Licensor with
samples of all literature, brochures, signs and advertising
materials prepared by the Licensee, and Licensee shall obtain the
approval of Licensor with respect to all such brochures, signs
and advertising material bearing the Trademark prior to the use
thereof. When using the Trademark under this Agreement, Licensee
undertakes to comply substantially with all laws pertaining to
trademarks at force at any time within the United States. This
provision includes compliance with marketing requirements.
8. Extent of License. The right granted in Paragraph 4
hereof shall be nonexclusive and shall not be assigned,
transferred or sublicensed without Licensor's prior written
consent, and Licensor shall have the right to use the Trademark
and to license its use to any other designee within the United
States.
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9. Indemnity. Licensor assumes no liability to Licensee
or to third parties with respect to the performance
characteristics of the goods sold by the Licensee under the
Trademark, and the License shall indemnify Licensor against
losses incurred to claim of third parties against Licensor
involving sale of the Licensee's goods.
10. Termination.
a. Except as otherwise provided herein, this
Agreement shall remain in full force and effect
for the duration of the rights transferred and
licensed hereunder.
b. If Licensee makes any assignments of assets or
business for the benefit of creditors, or a
trustee or receiver is appointed to conduct its
business or affairs, or its adjudged in any legal
proceeding to be either a voluntary or involuntary
bankruptcy, then the license granted herein shall
forthwith cease and terminate without prior notice
or legal action by the Licensor.
11. Ownership of Trademarks. The Licensee and all parties
to this Agreement acknowledge Licensor's exclusive right, title
and interest in and to the Trademark and the registration
attached as Exhibit A, and will not at nay time do or cause to be
done any act or anything contesting or in any way impairing or
intending to impair part of such right, title and interest. In
connection with the use of the Trademark, neither Licensee not
any other party hereto shall in any manner represent that it has
any ownership in the Trademark or registration thereof, and all
parties of this Agreement in any manner provided herein the
Licensee will cease and desist from all use of the Trademark in
any way and will deliver up to Licensor, or its duly authorized
representatives, all material and papers upon which the Trademark
appears, and furthermore, Licensee will not at nay time adopt or
use without the Licensor's prior written consent, any word or
xxxx which is likely to be similar to or confusing with the
Trademark.
12. Notice. Any notice required or committed to be given
under this Agreement shall be deemed sufficiently given if mailed
by registered mail, postage prepaid, addressed to the party to be
notified at its address shown above, or at such other address as
may be furnished in writing to the notifying party.
13. Controlling Law. This Agreement is to be construed
under the laws of the State of Michigan.
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14. This Agreement is effective as of the date set forth
above, when signed by both of the parties hereto, provided that
the assignment of Exhibit A has been executed.
AGRICULTURAL GLYCOSYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Its: President
ELK MOUND FEED AND FARM
SUPPLY, INC.
By: /s/ Xxxxxxx Xxxxxx
Its: Vice President
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EXHIBIT A
CONFIRMATION OF ASSIGNMENT
WHEREAS, ELK MOUND FEED AND FARM SUPPLY, INC. a corporation
of the State of Wisconsin, having an address of 000 Xxxxxxxx
Xxxxxx, Xxx Xxxxx, Xxxxxxxxx 00000 ("Elk Mound"), is the owner of
the following trademark now registered in the United States
Patent and Trademark Office.
TRADEMARK REGISTRATION NO. DATE OF REGISTRATION
XXXXXXXXX 1,948,921 January 16, 1996
WHEREAS, Agricultural Glycosystems, Inc., a corporation of
the State of Michigan, having its principal offices at 00 Xx.
Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("AGT"), has acquired
said registered trademark.
NOW, THEREFORE, in consideration of the sum of One Dollar
($1.00) and other good and valuable consideration, ELK MOUND
hereby assigns to AGT, all rights, title and interest in the
United States in and to said trademark together with the goodwill
of the business symbolized by said trademark and registration
thereof.
Signed at Elk Mound, Wisconsin, this 7th day of November,
1997.
ELK MOUND FEED AND FARM SUPPLY, INC.
By: /s/ XXXXXXX XXXXXX
Signed before me, by Xxxxxxx Xxxxxx - Vice President known
personally by me.
00-0-00 /x/ Xxxxx X. X'Xxxx
Xxxx Xxxxxx, Xxxxxxxxx
