Exhibit (4)
LICENSE AGREEMENT
AGREEMENT ("Agreement") made as of this 1st day of October, 1991 by and between
XXXXX-XXXXXXX FIBERGLAS TECHNOLOGY INC. (hereinafter caller "Lecensor") a
corporation duly organized and existing under the laws of the State of Illinois,
United States of America, with its principal offices at 0000 Xxxx 00xx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000 and XXXXX-XXXXXXX FIBERGLAS CORPORATION (hereinafter
called "Licensee"), a corporation duly organized and existing under the laws of
the State of Delaware, United States of America with its principal offices at
Fiberglas Tower, Toledo, Ohio, 43659, U.S.A.
In consideration of mutual promises made herein, and of the mutual benefits to
be derived herein, the parties hereto agree as follows:
ARTICLE I
Definitions
As used herein the term:
A. "Affiliate" means any company or entity in which Licensor or Licensee owns or
controls, directly or indirectly, more than one percent (1%) of the total voting
power of all classes of stock entitled to vote.
B. "Effective Date" shall mean as described in Article IV below.
C. "Licensor Intellectual Property" means Licensor Patents, Licensor
Know-How, Licensor Service Marks, Licensor Trademarks, Licensor Trade Names.
D. "Licensor Know-How" means all Licensor's most current technical knowledge and
data, processes, techniques, drawings and designs, unpatented inventions,
operating manuals, manufacturing and quality control procedures, trade secrets,
plans, accumulated experience, plant and tool design, installation instructions,
raw material specifications, advertising procedures, sales promotion literature,
and other know-how of any kind which is in general commercial use by Licensor as
of the Effective Date of this Agreement or becomes suitable for general
commercial use during the term of this Agreement and which is necessary for the
design, manufacture, application, sale or marketing of Products.
E. "Licensor Patents" means all Letters Patent owned or controlled by Licensor,
issued or issuing on applications for Letters Patent covering any invention
claimed or disclosed in an application which is filed in any country and which
invention covers, or is usable in, the manufacture of Products. Licensor Patents
shall include reissues of extensions of any such patents. The Licensor Patents
referred in this definition, as of the Effective Date of this Agreement, are
listed on Schedule A attached hereto. Licensor Patents issued or issuing during
the term of this Agreement shall automatically be deemed to be added to Schedule
A.
F. "Licensor Service Marks, Licensor Trade Names and Licensor Trademarks" means
all Service Marks, Licensor Trade Names and Licensor Trademarks owned or
controlled by Licensor. The Licensor Service Marks, Licensor Trade Names, and
Licensor Trademarks, as of the Effective Date of this Agreement, are listed on
Schedule B attached hereto. Licensor Service Marks, Licensor Trade Names and
Licensor Trademarks obtained during the term of this Agreement shall
automatically be deemed to be added to Schedule B.
G. "Net Sales" shall be the gross invoice price of Products sold or otherwise
disposed of by Licensee in normal, bona fide, commercial transactions, or, in
the case of internal sales, the arm's length value of such Products sold,
without any deduction other than freight; sales, excise or use taxes; bona fide
trade and cash discounts normally allowed to independent jobbers, dealers or
other purchasers; but only insofar as such freight, taxes and/or discounts are
paid or allowed to customers by Licensee, but such term does not include export
or other special packaging for shipping purposes invoiced separately to
customers.
H. "Products" means any metal siding and vinyl siding products
manufactured or sold with the aid of Licensor Intellectual Property.
I. "Subsidiary" means any company or entity in which Licensor or Licensee owns
or controls, directly or indirectly, more than fifty percent (50%) or the total
voting power of all classes of stock entitled to vote.
ARTICLE II
License By Licensor To Licensee
A. Licensor hereby grants to Licensee an exclusive license to
make, use and sell Products under the Licensor Patents throughout the world, and
to use throughout the world, in connection therewith, the Licensor Know-How,
Licensor Service Marks, Licensor Trade Names and Licensor Trademarks described
in Article I above.
B. The foregoing license shall include the right to grant sublicenses.
ARTICLE III
Research and Development
A. In order to enhance its ability to obtain future
sublicenses and in consideration of reduced royalty rates from Licensor,
Licensee hereby agrees to continue, at its own expense, its research and
development activities, both at its Technical Center in Granville, Ohio, and at
its various plants and other locations, as a contractor to Licensor. Ownership
of all rights associated with technology developed thereunder, whether
patentable or not, shall vest immediately and solely in Licensor, and Licensee
shall have no rights therein except as provided by this License Agreement. In
addition, Licensee shall continue to develop, at its own expense, new
Trademarks, Trade Names and Service Marks, and such shall also vest immediately
and solely in Licensor.
B. In further consideration of reduced royalty rates from
Licensor, Licensee agrees to employ or retain qualified personnel, at its own
expense, to provide administrative and other support for the research and
development activities described immediately above during the term of this
Agreement. Such personnel may include, but not be limited to, patent counsel,
marketing and development personnel, advertising personnel, and others.
Specifically, but not exclusively, Licensee shall establish, protect and
maintain all Licensor Intellectual Property during the term of this Agreement.
ARTICLE IV
Effective Date
This Agreement shall be effective as of October 1, 1991.
ARTICLE V
Royalties
A. Commencing on the Effective Date and continuing for a
period of twenty (20) years thereafter, Licensee shall pay to Licensor royalties
on Net Sales in the amounts set forth on Schedule C attached hereto; provided,
however, that either Licensor or Licensee may, on each anniversary of this
Agreement, request an independent study to determine current arm's length
royalty rates. The cost of such study shall be divided equally between Licensor
and Licensee and, upon completion of such study, the royalty rates in Schedule C
shall be adjusted effective as of the anniversary date on which the study was
requested.
B. Where Products contain more than one type of Licensor
technology, royalties shall be paid on the component Product(s) separately,
applying the relevant royalty rate to each component Product and to the finished
Product, respectively. By way of example, where roofing Products contain
fiberglass reinforcements, Licensee shall pay a reinforcements royalty on the
arm's-length value of the reinforcements which are contained in the finished
Product and a roofing royalty on the revenues generated by actual sales of the
finished Products.
C. For the purpose of calculating Net Sales, Products shall be considered
sold:
1. if sold on open account, when delivered to the purchaser
or to a common carrier and consigned to the purchaser.
2. if paid in advance of delivery, when paid for;
3. if sold on consignment, when paid for by the consignee or
when released from consignment, whichever shall first
occur; or
4. if sold internally, when delivered to the Licensee division
responsible for manufacturing the finished Product.
Royalties shall be computed for each calendar quarter and
shall be payable thirty (30) days after the end of each calendar quarter by
electronic funds transfer to a bank account to be designated by Licensor from
time to time.
D. Whenever royalties have been paid by Licensee on Products
sold and such Products are lost or damaged in transit, or are not accepted and
paid for by a purchaser, or are returned or an allowance or credit is given for
them because of their condition of defective quality, or because of shortages,
or because of inability to collect after one year from the sale to a purchaser
(recoveries thereafter to be regarded as new sales), then, unless Licensee is
reimbursed therefor by insurance or other source of recovery, the royalties paid
on such Products shall be charged back or deducted from further payments to be
made but only to the extent pro rata that such Products are not paid for or used
or Licensee is not otherwise reimbursed therefor.
E. Licensee shall keep true and accurate records and books of
accounts containing all data reasonably required for the computation and
verification of royalties to be paid as herein provided, which records and books
shall at all reasonable times during business hours be available for inspection
and copying by Licensor or Licensor's independent auditor. Any inspection
hereunder shall be upon reasonable notice to Licensee. Licensee shall provide
Licensor within twenty (20) days after the end of each calendar quarter with a
statement of its Net Sales by product for the calendar quarter.
ARTICLE VI
Payments
A. All Licensee payments to Licensor under this Agreement
shall be made by electronic funds transfer to a bank account to be designated by
Licensor from time to time, United States dollars.
B. The unpaid balance of amounts payable under this Agreement
shall bear interest at the prime rate charged by major commercial banks in the
United States for the period commencing on the date such amount becomes payable
and ending on the date such balance is paid in full.
C. Licensee shall bear all taxes, duties and other
governmental charges in any jurisdiction or agency or authority thereof relating
to or arising under this Agreement, including, without limitation, any stamp or
documentary taxes, value added taxes, turnover, sales or use taxes, excise or
income taxes, including income taxes imposed on Licensor, and withholding taxes
on royalties and other payments payable to Licensor hereunder.
ARTICLE VII
Certain Representations and Warranties of Licensor
A. Licensor makes no representation or warranty of any nature,
and none shall be implied, (i) as to the validity or scope of the Licensor
Patents, (ii) that either (x) the practice of the inventions claimed in the
Licensor Patents, (y) the use of Licensor Know-How, or (z) anything made, used
or sold or otherwise disposed of under the license granted by the Licensor to
Licensee in this Agreement, will not infringe any patent or other right of any
third party, or (iii) as to the usefulness, utility or fitness for any
particular or intended purpose, whether of Licensee or any customer of Licensee,
of any Licensor Patent or Licensor Know-How, or any Product produced therewith,
including, without limitation, the ability of Licensee to adapt any of the
Licensor Patents or Licensor Know-How to its needs, whether or not known to
Licensor, or to manufacture, use or sell Products using the Licensor Patents and
Licensor Know-How.
B. Licensor makes no representation or warranty of any
nature, and none shall be implied, as to the validity or scope of any other
Licensor Intellectual Property.
ARTICLE VIII
Ownership and Protection of Licensor Intellectual Property
A. The Licensor Intellectual Property licensed by Licensor to
Licensee under this Agreement shall be and remain the property of Licensor, and
Licensee acknowledges and agrees that Licensor is and shall at all times
continue to be the owner thereof. Licensor may impose such conditions with
respect thereto as Licensor may deem reasonably necessary to preserve the
confidential nature of any Intellectual Property to which restrictions of
subparagraph B of this Article VIII apply.
B. Except as expressly permitted by this Agreement, Licensee
shall retain all Intellectual Property licensed to it in strict confidence as
trade secrets of Licensor and shall not disclose, or permit any employee or
agent of Licensee to disclose, any such Intellectual Property to any person,
firm or corporation without the prior written approval of Licensor, provided
that such disclosure may be made to any employee of Licensee who has a
reasonable need for access thereto for the purposes of installing, operating and
maintaining the Intellectual Property licensed under this Agreement so long as
Licensee imposes identical obligations on such employee to maintain the
confidentiality of such Intellectual Property. Licensee shall exercise all
necessary precautions to safeguard the secrecy of Intellectual Property licensed
to it and to prevent the unauthorized disclosure or use thereof. Licensee shall
consult with Licensor as to the procedures established by Licensee for this
purpose that Licensee then has in effect. Licensee shall be liable to Licensor
for any disclosures or uses of Intellectual Property, directly or indirectly, by
any employee of Licensee or other person or entity not authorized by Licensor in
advance. The obligations of confidentiality of Licensee under this subparagraph
B shall not apply to Intellectual Property, which (i) has become public
knowledge through no breach of this Agreement, or (ii) has been made available
to Licensee by third parties without any breach of confidence on their part.
C. Upon the termination of this Agreement pursuant to
Article XI hereof, all rights and privileges of Licensee hereunder shall
terminate and revert to Licensor.
D. It is the specific intent of the parties hereto that
nothing contained herein shall in any way endanger any right of Licensor in and
to any Licensor Intellectual Property licensed by Licensor to Licensee hereunder
and should any provision or provisions of this Agreement be interpreted by a
court or tribunal or other governmental authority so as to endanger such right
or rights, whether or not such interpretation is made at the instance of
Licensee or another, then, at the option of Licensor, such provision or
provisions shall be deemed deleted from this Agreement or this Agreement shall
be immediately terminated in respect of all or any of the Licensor Intellectual
Property so interpreted to be endangered.
E. Licensee shall, at its own expense, use its best efforts to
discover any infringements, misappropriations or other unauthorized uses of the
Intellectual Property licensed to it hereunder and shall promptly notify
Licensor in writing of any such infringement, misappropriation or other
unauthorized use. Licensee shall, on behalf of Licensor, have the obligation to
bring, at its own expenses, any appropriate action to prevent or terminate any
such infringement, misappropriation or other unauthorized use. If any such
action is brought, Licensee, after consultation with Licensor, shall have full
control over the prosecution and settlement or compromise of such action and
shall assume all the expenses in respect of such action. Licensor shall fully
cooperate with and assist Licensee in any such action. Licensee shall not take
any action in protection of the rights of or in furtherance of the interest of
Licensor without Licensor's authorization.
F. Licensee shall, at its own expense, take such
other actions as are appropriate to preserve the value of the Intellectual
Property.
ARTICLE IX
Claims
A. Except as specifically set forth herein, Licensor and its
Affiliates shall have no liability to Licensee or any Affiliates of Licensee,
and Licensee releases Licensor and the Affiliates of Licensor from any and all
liability to Licensee or any Affiliate of Licensee, and Licensee waives any
right against Licensor or the Affiliates of Licensor for contribution or
indemnity arising from any liability to Licensee or any Affiliate of Licensee,
in connection with the manufacture, distribution, sale or use of Products by
Licensee, or any customer of Licensee, with the aid of the Licensor Intellectual
Property. Licensee is not an agent or partner of, or joint venturer with
Licensor under this Agreement. Licensee shall have no right, power or authority
to accept summons or legal process for Licensor or the Affiliates of Licensor.
B. Licensee shall indemnify and hold harmless Licensor and the
Affiliates of Licensor from and against all loss, expense (including attorneys'
fees and disbursements), damage or liability to Licensor or any Affiliate of
Licensor arising out of (i) the manufacture, distribution, sale or use of
Products by, or for, Licensee; and (ii) any representation made or warranty
given by Licensee with respect to any Product, except in those cases where
Licensor has expressly authorized Licensee to make such representation or
warranty.
C. Licensee shall have sole control over, and shall assume all
expenses with respect to, the defense, settlement, adjustment or compromise of
any claim as to which this Article IX requires it to indemnify Licensor,
provided, however, that (i) Licensee shall acknowledge its obligation to
indemnify and hold harmless Licensor and the Affiliates of Licensor from and
against any loss, expense (including attorney's fees and disbursements), damage
or liability to Licensor or the Affiliates of Licensor arising from (x) such
claim, and (y) any claim against Licensor or any Affiliate of Licensor arising
from the facts and circumstances that gave rise to such claim, (ii) Licensor
may, if it so desires, employ counsel at its own expense to assist in the
handling of such claim, and (iii) Licensee shall obtain the prior approval of
Licensor before entering into any settlement, adjustment or compromise of such
claim or ceasing to defend against such claim, if pursuant thereto or as a
result thereof there would be imposed upon Licensor injunctive relief or money
damages in an amount which Licensee would or could not pay in full, or if any
such settlement, adjustment or compromise does not include as a condition
thereof an absolute and unconditional release of Licensor and its Affiliates
from all further liability in connection with such claim.
ARTICLE X
Further Assurances
A. Each party hereto shall promptly execute and deliver all
such other agreements, certificates instruments or documents and do and perform
or cause to be done and performed all such further acts and things as may be
reasonably requested by the other party hereto in order to carry out the intent
and purposes of this Agreement and the consummation of the transactions
contemplated hereby.
B. Anything in this Agreement to the contrary notwithstanding,
no licenses, implied or otherwise, are granted to any party other than those
granted to the parties hereto pursuant to Article II hereof, and other than such
licenses granted to such parties, no license is granted or undertaken to be
granted, and no act of manufacture, use or sale shall be construed as, or result
in, a grant of any license to either party hereto or any third party, expressly
or by inplication, estoppel, or otherwise, under or with respect to any letters
patent or know-how now or hereafter owned or controlled by either party.
ARTICLE XI
Term
A. This Agreement shall become effective pursuant to Article
IV hereof, and unless sooner terminated pursuant to the terms hereof, shall
continue in effect for twenty (20) years thereafter. The expiration or prior
termination of this Agreement for any reason shall not entitle Licensee to
indemnity payments, termination charges or damages of any nature whatsoever due
to, or incurred by, Licensee, including, without limitation, damages based on
Licensee's reliance, presumed in law or otherwise, on the further continuance of
this Agreement, or based on any goodwill, presumed in law or otherwise, created
by Licensee with respect to the Products manufactured, distributed or sold by
Licensee hereunder.
B. This Agreement and all rights hereunder may be
terminated by Licensor and without limiting the liability of Licensee
hereunder forthwith upon written notice to Licensee in the event that:
1. There shall be a cessation of operations by Licensee or the
institution by or against Licensee of any proceeding (whether
voluntary or judicially ordered) in bankruptcy or of or for
dissolution, liquidation, winding up, reorganization,
arrangement or the appointment of a receiver, trustee or
judicial administrator (or the equivalent thereof in France)
or any other proceeding under any law for the relief of
debtors;
2. Licensee shall make an assignment for the benefit of, or
composition or arrangement with, creditors or admit in
writing its inability to pay its debts as they become
due or fail to clear any check or note when presented for
payment;
3. Licensee shall have failed to pay any amount due and payable
to Licensor hereunder or shall have breached a material
obligation hereunder, or shall otherwise have committed a
default hereunder and Licensee shall not have remedied such
default (and given written notice to Licensor specifying in
detail the specific steps taken to effect the remedy) within
30 days after receipt of notice of such default from Licensor;
4. Licensee shall have discontinued its business or its
business shall be expropriated or nationalized, or there
shall be a material change in the ownership, management
or control of Licensee or a material portion of its assets; or
5. Licensee shall purport to assign its rights and obligations
hereunder in violation of Article XII hereof.
Licensee will notify Licensor as soon as it learns of any
information that would, in the reasonable judgement of Licensee, lead Licensee
to determine that a material change in the ownership, management or control of
Licensee or of such assets, as described in subsection 4 of this subparagraph B,
would be likely.
C. If Licensor elects to terminate this Agreement pursuant to
subparagraph B of this Article XI, Licensee shall cease to manufacture, use,
sell or distribute any Products hereunder, or to enter into any sublicenses for
the use of Licensor Intellectual Property. The failure of Licensor to terminate
the Agreement for any of the reasons specified in subparagraph B of this Article
XI shall not in any way be deemed a waiver of Licensor's rights in respect
thereof or otherwise limit its right to enforce the obligations of Licensee
hereunder.
ARTICLE XII
Amendment and Assignment
A. This Agreement may not be changed, waived, discharged or
terminated orally, except by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.
B. This Agreement shall be binding upon the respective
permitted successors and assigns of Licensor and Licensee. This Agreement shall
not be assignable by either party without the prior written consent of the other
party, provided that either party may assign this Agreement to another entity
controlling, controlled by or under common control with the assigning party,
provided further that Licensee's assignee is not a glass fiber producer and is
not controlled, or owned, wholly or partially, directly or indirectly, by a
glass fiber producer.
ARTICLE XIII
Survival of Certain Rights and Obligations
The expiration or prior termination of this Agreement for any
reason shall not terminate, limit, or in any way affect, Licensor's rights or
Licensee's obligations under Article III and VI (with respect to payments due
and owing to Licensor thereunder), Article VIII, Article IX and Article XII of
this Agreement.
ARTICLE XIV
Miscellaneous
A. This Agreement shall be governed by the laws of
the State of Illinois of the United States of America.
B. All notices and other communications given under this
Agreement shall be in writing and shall be deemed to have been given when hand
delivered or telexed, telecopied or cabled and confirmed by first-class
registered or certified mail, postage prepaid, on the date telexed, telecopied
or cabled, and addressed as follows:
Licensor: Xxxxx-Xxxxxxx Fiberglas Technology, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: The Secretary
Licensee: Xxxxx-Xxxxxxx Fiberglas Corporation
Fiberglas Tower
Toledo, Ohio 43659
U.S.A.
Attention: The Secretary
Telex No. 286494
Facsimile No. 419/248-1723
or, in either case, at such other address as may be
substituted therefor by proper notice hereunder.
C. The terms and conditions herein constitute the entire
agreement between the parties, and supersede any and all previous agreements,
with respect to the subject matter hereof. No agreement or understanding varying
or extending this Agreement shall be binding unless in writing and signed by a
duly authorized officer or representative of each party and in which writing
express reference is made to this Agreement.
D. Any provision of this Agreement which is prohibited,
unenforceable or invalid in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the minimum extent of such prohibition, unenforceability or
invalidity without affecting the remaining provisions hereof. With respect to
the release from liability and indemnification of Licensor and the Affiliates of
Licensor by Licensee under Article IX of this Agreement, to the extent such
provisions are prohibited, unenforceable or invalid, this Agreement shall be
deemed to have been amended to modify such provision or to include a provision
or provisions which permit the broadcast release and the maximum indemnification
permitted by applicable law under the circumstances or, at the option of
Licensor, this Agreement shall be immediately terminated. No such prohibition,
unenforceability or invalidity in any jurisdiction shall invalidate or render
unenforceable such provision in any other jurisdiction.
E. The failure of either party hereto to enforce, or the delay
by either party in enforcing, any of its rights under this Agreement shall not
be deemed a continuing waiver or a modification thereof and either party may,
within the time provided by applicable law, commence apprpriate legal action to
enforce any or all of such rights.
F. The section headings of this Agreement are for
convenience of reference only and shall not in any way modify, interpret or
construe the intentions of the parties.
G. This Agreement may be executed in several
counterparts, all of which shall constitute one and the same instrument.
H. If either of the parties is prevented from performing the
Agreement by cases of Force Majeure, including, but not restricted to, war,
serious fire, strike, labor dispute, flood, typhoon, earthquake, embargo, or
other substantially serious events beyond the control of either party, or as
agreed upon between the two parties, the time for performance of the Agreement
shall be extended by a period equal to the effect of such cases, and the
obligations and rights of both parties under this Agreement shall be postponed
by a period equal to the effect of such cases, provided that the default rate os
interest provided in Article VII, subparagraph B, shall not be postponed or
extended. The prevented party shall notify the other party within the shortest
possible time of the occurrence of the Force Majeure. Should the effect of a
Force Majeure continue more than one hundred and twenty (120) consecutive days,
both parties shall settle the further performance of the Agreement through
friendly negotiations as soon as possible. If either party believes that such
negotiation is impracticable or determines that negotiation does not make any
progress, it may refer the matter to arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed in duplicate by their duly authorized and empowered
officers and representatives as of the day and year first above written.
XXXXX-XXXXXXX FIBERGLAS TECHNOLOGY INC.
By:
Attest:
XXXXX-XXXXXXX FIBERGLAS TECHNOLOGY INC.
By:
Attest:
SCHEDULE C
Royalty Rates
Insulation Products 6%
Roofing Products 1/2%
Industrial Materials Products 6%
Tank or Pipe Products 2%
AMENDMENT TO LICENSE AGREEMENT
This amendment is entered by and between Xxxxx-Xxxxxxx Fiberglas
Technology, Inc. 0000 Xxxx 00xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (LICENSOR) and
Xxxxx-Xxxxxxx Fiberglas Corporation, Fiberglas Tower, Xxxxxx, Xxxx 00000
(LICENSEE).
WHEREAS, LICENSOR and LICENSEE have entered a License Agreement dated
October 1, 1991;
WHEREAS, LICENSOR and LICENSEE desire to amend the aforesaid License
Agreement such amendment being effective to October 1, 1991;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
provided, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
Article II of the Agreement is hereby amended to include the following
paragraph:
C. (i) Licensee warrants that all Products and Services bearing the
Licensed Marks shall be of a nature that will be consistent with the
high standards of quality and excellence established over the years
with respect to the Licensed Marks. Licensee shall comply with any
quality standards that Licensor may set from time to time with regard
to the Products and/or Services.
(ii) Upon written request by Licensor, Licensee shall furnish to
Licensor a reasonable number of representative samples of the Products
to permit Licensor to determine that such Products meet the quality
standards set forth herein. Licensor shall have the right to inspect
Licensee's places of business to assure compliance with the quality
standards established by Licensor. If so notified in writing by
Licensor, Licensee shall not offer or provide any Products whose nature
or quality does not comply with the quality standards established by
Licensor.
(iii) Licensee shall comply with such standards as Licensor may
establish from time to time with respect to the style, appearance and
manner of use of the Licensed Marks. Upon the request of Licensor,
copies or accurate reproductions of all materials displaying the
Licensed Marks such as labels, advertising and promotional materials,
letterhead, business cards, signs and the like, shall be provide to
Licensor for review as to form and content. Licensee shall cease or
modify in accordance with Licensor's instructions any use of the
Licensed Marks that Licensor deems not be in compliance with its
standards.
(iv) In the event Licensor determines that the quality of the products
being distributed by Licensee do not meet the quality standards,
Licensor shall so notify Licensee in writing and Licensee shall correct
such quality. In the event Licensee fails to correct such quality,
Licensor may terminate the License Agreement upon written notice.
(v) Licensor expressly reserves the right from time to time to modify
or change the Licensed Marks. The Licensed Marks, as so modified or
changed, shall for all purposes be deemed to be the Licensed Marks
referred to in this Agreement. Any and all such modifications or
changes in said Licensed marks developed or adopted by Licensor shall
be the sole and absolute property of Licensor, and Licensor shall have
the exclusive right to register such modified or changed marks in the
United States. Licensee may propose changes to the Licensed Marks for
adoption and approval by Licensor.
The Agreement shall remain in full force and effect except as expressly
modified by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed this 8th day of December 1993.
XXXXX-XXXXXXX FIBERGLAS TECHNOLOGY, INC.
By /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Secretary
XXXXX-XXXXXXX FIBERGLAS CORPORATION
By /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Assistant Secretary
