EXHIBIT 10.7
TRADEMARK LICENSE AGREEMENT
This Agreement by and between PRINCE CORPORATION (hereinafter
"PRINCE"), a corporation of the State of Michigan, having its principle place of
business at Xxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; and INTERACTIVE
TECHNOLOGIES, INC. (hereinafter "ITI"), a Minnesota corporation, having its
principle place of business at 0000 X. Xxxxxx Xxxxxx, Xxxxx Xx. Xxxx, Xxxxxxxxx
00000.
WHEREAS, Prince is the owner of the trademark HOMELINK(R) and the
associated goodwill, which trademark is used on electrical circuits and
components including a control system using a remote transmitter; and
WHEREAS, the Prince HOMELINK(R) trademark and the goodwill associated
therewith is protected by U.S. Trademark Registration No. 1,894,865; and
WHEREAS, ITI desires a license from Prince to use the HOMELINK(R) xxxx
to advertise and sell products; and
WHEREAS, Prince agrees to license the use of the HOMELINK(R) trademark
to ITI for such purposes under the following limited terms and conditions.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. Prince hereby grants to ITI a limited exclusive license to use the
trademark HOMELINK(R) and the goodwill associated therewith only on, and in
connection with the resale of, the products which ITI developed independently or
with the assistance of Prince identified on EXHIBIT A attached hereto, as the
same may be amended from time to time by mutual agreement between the parties
(hereinafter "EXCLUSIVE LICENSED PRODUCTS"). ITI understands that Prince has
granted non-exclusive licenses to third parties under the HOMELINK(R) trademark.
2. Prince hereby grants to ITI a non-exclusive license to use the
trademark HOMELINK(R) and the goodwill associated therewith on, and in
connection with the resale of, the products identified on EXHIBIT B attached
hereto (hereinafter "LICENSED PRODUCTS") as the same may be amended from time to
time by mutual agreement between the parties.
3. Prince hereby grants to ITI the non-exclusive right to sub-license
the trademark HOMELINK(R) to authorized dealers of the ITI HOMELINK(R) Security
Interface; provided, however, that such sub-licenses are in writing and are
limited by terms and conditions that are consistent in all respects with the
licenses granted to ITI by Prince pursuant to this Agreement.
4. ITI shall provide Prince samples of Licensed Products and Exclusive
Licensed Products it manufactures or purchases for resale to permit Prince to
continue to monitor the quality control of Licensed Products sold under the
HOMELINK(R) trademark. The use will be approved if the products meet ITI and
Prince's current quality control standards.
5. In connection with any promotional material for Licensed Products to
be sold by ITI under the HOMELINK(R) trademark, all promotional materials which
may be developed by ITI shall properly use the HOMELINK(R) trademark.
ITI-developed promotional material shall be supplied to Prince for approval
prior to use by ITI.
6. The term of the Agreement will start on the last date set forth on
the signature page hereof and will continue in full force and effect until five
(5) years after ITI produces and sells the first ITI manufactured HOMELINK(R)
Security Interface. This Agreement will automatically renew for additional
periods of one (1) year; except that either party may prevent the automatic
renewal of this Agreement by giving the other party at least six (6) months
prior written notice before the expiration of the then current term. Upon one
(1) year after termination of this Agreement, ITI agrees to discontinue the use
of Prince's HOMELINK(R) trademark or any other xxxx which may result in a
likelihood of confusion with the HOMELINK(R) xxxx.
7. During the course of this Agreement and thereafter, ITI agrees not
to use any xxxx or trade designation which is confusingly similar to the
HOMELINK(R) trademark or which would dilute and/or denigrate the HOMELINK(R)
trademark and its associated goodwill.
8. Prince agrees that notwithstanding any of the terms of this
agreement or termination thereof, ITI may sell and distribute goods identified
as HOMELINK(R) compatible so long as the ITI trade name is prominently displayed
on those goods, and the HOMELINK(R) trademark is identified as a trademark owned
by the Prince Corporation.
9. This Agreement constitutes the entire understanding between the
parties regarding the HOMELINK(R) trademark except to the extent any such term
may contradict the Compatibility Agreement executed June 3, 1997 between these
parties in which instance the June 3, 1997 Compatibility Agreement is
controlling.
10. The rights under this Agreement are not assignable without the
express written permission of the other party.
11. This Agreement shall be interpreted according to the laws of the
State of Michigan.
INTERACTIVE TECHNOLOGIES, INC. PRINCE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
Senior Vice President - Engineering HomeLink Business Manager
