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EXHIBIT 10.18
TRADEMARK SUBLICENSE AGREEMENT
This Agreement is made and entered into as of May 12, 1998, by and between
HALLMARK ENTERTAINMENT NETWORK, INC. ("HEN") and H&H PROGRAMMING-ASIA, LLC (the
"Network").
WHEREAS, Xxxxxxxx Xxxxxxxxx, Inc. ("Xxxxxxxx Xxxxxxxxx") is the owner of
the trademark "Hallmark Entertainment" in the United States; and
WHEREAS, Hallmark Cards, Incorporated ("Hallmark") has filed and is
contemplating filing trademark applications for "Hallmark Entertainment" in
various other countries; and
WHEREAS, HEN is a licensee of Hallmark and Xxxxxxxx Xxxxxxxxx to use the
trademark "Hallmark Entertainment" (the "Licensed Xxxx") in connection with the
production, promotion, marketing, advertising, distribution and sale of its
programming; and
WHEREAS, HEN desires to permit the Partnership to use the Licensed Xxxx as
herein provided and Hallmark and Xxxxxxxx Xxxxxxxxx hereby consent to such use.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Grant. To the extent of its present or future interest therein, HEN
hereby grants to the Partnership a non-exclusive license to use the Licensed
Xxxx in connection with the production, promotion, marketing, advertising,
distribution and sale of the Partnership's Service (as defined herein) in Asia.
The "Service" shall mean high-quality, family oriented television programming
channel distributed as the "Xxxxxx Channel." Hen represents that it is not a
party to any agreement granting to any third party rights that conflict with
the rights granted hereunder.
2. Limitations. In no event shall the Network be permitted to use the
name "Hallmark" alone or to abbreviate, shorten or otherwise alter the Licensed
Xxxx. Furthermore, the Network acknowledges and agrees that it may not assign
or sublicense the rights granted hereunder or permit any third party to utilize
the Licensed Xxxx other than third party use incidental to licensees' use
described in paragraph 1 hereof.
3. Standards and Approval. The Network acknowledges its familiarity with
the standards of quality and guidelines maintained by HEN and its licensors for
the use of the Licensed Xxxx and the name "Hallmark," and Network agrees to
faithfully maintain these same standards, including but not limited to
complying with the broadcast standards set forth on Exhibit A. Furthermore,
Network agrees to comply with any guidelines or rules for use of the Licensed
Xxxx as HEN or its licensors may, from time to time, promulgate in order to
protect the quality image and reputation which the Licensed Xxxx and name
"Hallmark" presently enjoy and such guidelines or rules shall be incorporated
herein as a part of this Agreement. Network shall, at the request of HEN or
Hallmark, submit pictures, film credits, advertising and promotional materials,
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and other materials making use of the Licensed Marks to HEN or Hallmark, as
applicable for review to ensure the Licensed Marks are, in such party's
judgement, being used properly.
4. Trademark Protection. Network agrees to cooperate with HEN and its
licensors in obtaining and preserving for Hallmark and Xxxxxxxx Xxxxxxxxx
trademark protection for the Licensed Xxxx and the name "Hallmark," to execute
all documents which in HEN's or its licensors' judgment are necessary therefor.
Network does hereby absolutely grant, convey, and assign to Hallmark and
Xxxxxxxx Xxxxxxxxx any and all legal and equitable right, title and interest,
both tangible and intangible, which it has or may hereafter acquire in the
Licensed Xxxx, including, but not limited to, any goodwill hereinafter
generated or created by it or anyone acting or claiming under it.
5. Representations. HEN represents and warrants that, to the best of its
knowledge, Hallmark Cards, Incorporated owns all rights sublicensed to Network
hereunder in the Licensed Xxxx and that HEN has the right, ability and authority
to enter into this Agreement and to carry out the terms hereof.
6. Term. The term of this Agreement shall commence effective as of the date
first written above and may be terminated by any party at any time upon thirty
(30) days written notice to the other.
7. Governing Law. The validity, construction, and performance of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Missouri.
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IN WITNESS WHEREOF, this Agreement is executed as of the date first
written above.
HALLMARK ENTERTAINMENT H&H PROGRAMMING-ASIA, LLC
NETWORK, INC.
By /s/ XXXXXXX X. XXXXXX By /s/ XXXXXXX X. XXXXXX
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Title VP Title VP
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Consented and Agreed by:
HALLMARK CARDS, INCORPORATED XXXXXXXX XXXXXXXXX, INC.
By /s/ XXXXXX XXXXXXXXX By /s/ XXXXXX XXXXXXXXX
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Title Vice President Title Vice President
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