Exhibit 10.6
FORM OF MASTER LICENSE AGREEMENT
AGREEMENT made as of the ________ day of ____________, 1998
by and between each entity referred to as the Licensor on each
Schedule annexed hereto (each hereinafter referred to as
"Licensor"), and each entity referred to as the Licensee on such
Schedule (each hereinafter referred to as "Licensee"). References
to "Licensor" and "Licensee" are to each Licensor and Licensee
individually.
WITNESSETH:
WHEREAS, Licensor is the sole and exclusive proprietor of
certain trademarks as hereafter defined; and
WHEREAS, Licensor possesses and owns certain technology as
hereafter defined; and
WHEREAS, Licensee desires the right to use the trademarks
and the technology and Licensor is willing to grant such rights
on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the promises and
obligations set forth herein, it is hereby agreed as follows:
I. DEFINITIONS:
As hereinafter used,
1.1 The term "Affiliate" of a party shall be deemed to be
any entity which is controlled by, in control of, or under common
control with, the party to which the reference is made.
1.2 The term "Designee" shall mean such person or entity as
may be appointed by Licensor, upon notice to Licensee, to perform
any of Licensor's obligations or to exercise any of Licensor's
rights hereunder, including but not limited to, supervision of
quality control procedures and approval of Licensed Trademark
Products (as hereinafter defined) and Packaging Materials (as
hereinafter defined).
1.3 The term "Licensed Know-How" shall mean formulations,
recipes, manufacturing information and other technical
information.
1.4 The term "Licensed Patents" shall mean patents, patent
applications and idea disclosures which relate to Licensed
Technology Products (as hereinafter defined).
1.5 The term "Licensed Technology" shall include Licensed
Know-How and Licensed Patents owned by or available to Licensor
as of the date of this Agreement which Licensor has the right to
license under this Agreement without breaching any obligations to
a third party or the laws of any country having jurisdiction and
which relates to Licensed Technology Products (as hereinafter
defined).
1.6 The term "Licensed Technology Products" shall mean,
with respect to each Licensor and Licensee, the specific products
identified on each Technology Schedule for each Licensed
Technology.
1.7 The term "Licensed Trademarks" shall mean the
trademarks listed on the relevant Trademark Schedule annexed
hereto with respect to each Licensor and
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Licensee for use in the Territory (as hereinafter defined) on the
Licensed Trademark Products (as hereinafter defined).
1.8 The term "Licensed Trademark Products" shall mean, with
respect to each Licensor and Licensee, the specific products
identified on each Trademark Schedule for each Licensed
Trademark.
1.9 The term "Packaging Materials" shall mean anything used
in connection with the packaging of Licensed Trademark Products,
including, but not limited to, labels, jars, bags, closures,
boxes, packages, cartons and containers, as approved by Licensor
for use only in connection with Licensed Trademark Products.
1.10 The term "Property" shall mean the Licensed Know-How,
the Licensed Patents, the Licensed Trademarks and the copyrights
and package trade dress associated with the Licensed Trademarks
which Licensor or any of its Affiliates owns and has used or may
in the future use in connection with the manufacture,
advertisement, and sale of Licensed Trademark Products and
Licensed Technology Products, and any trademarks, copyrights and
package trade dress developed by Licensee deriving from the
Licensed Trademarks or from related copyrights or trade dress.
The term "Property" shall not include any trademark, copyright or
package trade dress licensed by a third party to Licensor or
otherwise controlled by another party, which Licensor does not
have the right to sublicense to Licensee.
1.11 The term "Term" shall mean, with respect to each item
of Property, the time period set forth in the relevant Schedule
annexed hereto.
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1.12 The term "Territory" shall mean, with respect to each
item of Property, the countries set forth in each relevant
Schedule annexed hereto, and any other countries as may from time
to time be added on mutual agreement of the parties.
II. TRADEMARK LICENSE:
2.1 Grant. Beginning with the date of this Agreement,
Licensor grants to Licensee upon the terms and conditions
specified herein, including all terms and conditions specified in
each relevant Trademark Schedule annexed hereto, an exclusive,
royalty-free license, except for third party licensees
existing as of the date of this Agreement, to use the Licensed
Trademarks on and in connection with the manufacturing,
packaging, advertising, promotion and sale of Licensed Trademark
Products only, offered for sale or sold within the Territory, but
only so long as Licensed Trademark Products conform to Licensor's
quality standards (as hereinafter set forth) and the other terms
and provisions of this Agreement. Unless otherwise set forth on
the relevant Schedule, Licensor retains the right to license
others to use the Licensed Trademarks on and in connection with
the manufacturing, packaging, advertising, promotion and sale of
any products other than Licensed Trademark Products.
2.2 Limitations on Use of Licensed Trademarks By Licensee.
Licensee shall not use any Licensed Trademark on or in connection
with any goods other than the specified Licensed Trademark
Products for which they are herein licensed for sale in the
Territory. Unless Licensor consents in writing to the contrary,
all products listed on the relevant Trademark Schedule which are
manufactured by or on behalf of Licensee
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for sale as Licensed Trademark Products shall be sold only under
the corresponding Licensed Trademarks, and no trademark other
than the relevant Licensed Trademarks shall be used in connection
with such products or related Packaging Materials or advertising
and promotional materials.
2.3 Licensed Trademarks Owned by Licensor. Licensee
recognizes Licensor's ownership of and title to the Licensed
Trademarks and shall not do or suffer to be done any act or thing
which will in any way impair the rights of Licensor in and to the
Licensed Trademarks. Licensee shall not claim any right or
interest in and to the Licensed Trademarks, except such limited
rights of use as are expressly granted herein, and shall not
contest the validity of the Licensed Trademarks, or the right and
title of Licensor in and to the Licensed Trademarks, or do any
act or thing calculated or tending to aid others to infringe the
Licensed Trademarks or to challenge such right and title of
Licensor.
2.4 Use of Licensed Trademarks. Licensee shall use the
Licensed Trademarks in the Territory strictly in accordance with
the requirements of all laws and regulations thereof, and only in
connection with the manufacturing, packaging, sale, advertising
and promotion of Licensed Trademark Products. All uses of the
Licensed Trademarks by Licensee shall be in the manner and form
provided or approved in advance by Licensor or its Designee, and
shall inure solely to the benefit of Licensor. Upon Licensor's
request, Licensee will execute such documents as may be necessary
or advisable under the laws of the Territory in order to preserve
the rights of Licensor in and to the Licensed Trademarks.
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2.5 Quality of Licensed Products and Packaging Materials.
All Licensed Trademark Products bearing the Licensed Trademarks
manufactured by Licensee hereunder and all Packaging Materials
used in connection therewith shall be of at least the same
quality as comparable products and materials currently
manufactured and used by Licensee, with which Licensor is
familiar. Licensor or its Designee may periodically, but no more
than three (3) times within any twelve (12) month period, request
samples of Licensed Trademark Products and Packaging Materials
for purposes of inspection as part of appropriate quality
control, and Licensee shall provide such requested items to
Licensor or its Designee.
2.6 Approvals. Any product or other item submitted to
Licensor or its Designee for approval pursuant to this Agreement
shall be deemed approved unless Licensor or its Designee notifies
Licensee of its disapproval of such product or other item within
twenty (20) business days of its submission by Licensee. No such
approval shall be deemed to be an admission by Licensor or its
Designee that the product or item approved complies with
applicable laws and regulations. In the event Licensee receives
notice of disapproval as provided herein with respect to any
product or other item, it shall not offer such product for sale
as a Licensed Trademark Product or use such other item until the
reason for disapproval has been remedied to the satisfaction of
Licensor or its Designee. Once a product or other item has been
approved by Licensor or its Designee, Licensee shall make no
material change in such product or other item without the prior
written approval of Licensor or its Designee.
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2.7 Quality To Be Consistent with Samples. Once a sample of
a Licensed Trademark Product has been approved by Licensor or its
Designee, Licensee shall insure that the quality of all such
Licensed Trademark Products shall be consistent with the samples
approved.
2.8 Legends. In conjunction with the use of the Licensed
Trademarks by Licensee, Licensee shall employ on Packaging
Materials and on advertising and promotional materials and the
like, such legend or legends as Licensor may specify from time to
time, indicating that Licensor is the owner of the Licensed
Trademarks and/or that Licensee is the licensee thereof in the
Territory.
2.9 Licensor Not to License Others. Licensor will not,
during the Term of this Agreement, license anyone other than
Licensee to use the Licensed Trademarks in connection with
Licensed Trademark Products in the Territory or to manufacture
and sell Licensed Trademark Products bearing the Licensed
Trademarks within the Territory.
2.10 Licensed Trademarks and Products Widely Known. Licensee
acknowledges the fact that the Licensed Trademarks and the
Licensed Trademark Products are known and accepted in the
Territory, and Licensee covenants to acknowledge this fact in any
disputes between the parties and not to contest or challenge said
fact.
III. TECHNOLOGY LICENSE:
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3.1. Grant. Beginning with the date of this Agreement,
Licensor grants to Licensee upon the terms and conditions
hereinafter specified, including all terms and conditions
specified in each relevant Technology Schedule annexed hereto, a
non-exclusive (except as otherwise indicated on the Schedules),
royalty-free license, except for third party licensees existing
as of the date of this Agreement, to use the Licensed Technology
to manufacture and sell Licensed Technology Products in the
Territory.
3.2. Transfer of Licensed Know-How. Licensor will provide
Licensee with any Licensed Know-How not in Licensee's possession
in a manner mutually agreed to by the parties.
3.3. Reservation of Rights. Licensor reserves the right to
use and license others to use the Licensed Technology in the
Territory in connection with products other than Licensed
Technology Products, and outside the Territory in connection with
any and all products, including Licensed Technology Products.
IV. MAINTENANCE OF LICENSED TRADEMARKS AND LICENSED PATENTS
During the Term, Licensor will have the sole right at
its discretion and expense to maintain the registration of any of
its Licensed Trademarks and Licensed Patents. Notwithstanding
this provision, prior to abandoning any Licensed Trademarks or
Licensed Patents, Licensor will give Licensee at least ninety
(90) days written notice. If Licensee wishes to maintain any such
Licensed Trademarks or Licensed Patents, within sixty (60) days
of such notice, Licensee will so advise Licensor and Licensee will
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then be responsible for all costs associated with the Licensed
Trademarks or Licensed Patents.
V. CONFIDENTIALITY
5.1 Confidential Information. Licensee will keep secret and
confidential at all times and will not disclose, divulge, or
communicate the Licensed Technology received from Licensor to any
third parties, except where that information:
(a) is or later becomes publicly known under
circumstances involving no breach of this
Agreement by Licensee;
(b) was already known to Licensee at the time it
was received from Licensor;
(c) is made available to Licensee by a third party
without secrecy obligations and without breach
of an obligation to Licensor; or
(d) is contained in patents or published patent
applications.
5.2 Employees. Licensee may disclose the Licensed
Technology received from Licensor only to those of its directors,
officers, and employees who legitimately require it for the
purposes permitted by this Agreement.
5.3 Notwithstanding the termination of this Agreement, the
obligations of Licensee under this Article V shall continue in
force. In the event of such termination Licensee shall return to
Licensor all copies in its possession of any plans, drawings
specification sheets, reports, charts, manuals or other items of
Licensed Technology received from Licensor and shall destroy all
computer entries relating thereto.
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VI. INFRINGEMENT
Infringement by Others. Licensee shall notify Licensor in
writing of any use or imitations in the Territory by others of
any element of the Property which may come to Licensee's
attention and Licensor shall have the initial right to determine
whether or not any action shall be taken on account of any such
use or imitations. In the event Licensor shall not have taken
steps to initiate action against the infringer or imitator within
forty-five (45) business days after such notice from Licensee
(during which period the parties shall consult as to appropriate
action to be taken), then, subject to Licensor's prior written
approval, which shall not be unreasonably withheld, Licensee may,
if it so desires, commence or prosecute any claims or suits in
its own name as exclusive Licensee hereunder, or join Licensor as
a party thereto. Licensor agrees to cooperate in any such suit
subject to being reimbursed for its out-of-pocket expenses and
being held harmless by Licensee from any claim, loss, suit or
damage arising out of said action. In the event suit is brought
under this paragraph, no settlement shall be entered without the
prior consent of Licensor and Licensee. All damages recovered
shall be retained by Licensor if it has initiated such lawsuit or
otherwise by Licensee. Unless otherwise agreed by the Parties,
all costs of any action taken under this paragraph by Licensee
shall be borne by such party.
VII. CLAIMS AGAINST LICENSOR OR LICENSEE
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If claims are made against Licensor, Licensee or any of its
permitted sublicensees by a party asserting the infringement or
ownership of rights in any subject matter which is the same as or
similar to any element of the Property, or if the parties hereto
learn that another party has or claims rights in subject matter
which would or might conflict with the proposed or actual use of
any element of the Property by Licensee or its permitted
sublicensees, Licensor and Licensee agree in any such case to
consult with each other on a suitable course of action. In no
event shall Licensee or its permitted sublicensees have the
right, without the prior consent of Licensor, to acknowledge the
validity of the claim of such party, to obtain or seek a license
from such party or to take any other action which might impair
the ability of Licensor to contest the claim of such party if
Licensor so elects. Licensee agrees, at the request of Licensor,
to make and have made reasonable modifications in Licensee's and
its permitted sublicensees' use of any elements of the Property
in question or to discontinue their use in the Territory. If
Licensor, in its sole discretion, reasonably exercised,
determines that such action is necessary to resolve or settle a
claim or suit or to eliminate or reduce the threat of a claim or
suit. Licensor shall have the right to participate fully, at its
own expense, in the defense of any claim or suit instituted
against Licensee or its permitted sublicensees with respect to
the use by Licensee or its permitted sublicensees of any element
of the Property.
VIII. PRODUCT LIABILITY AND INDEMNIFICATION
Nothing contained in this Agreement may be construed as:
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(a) a warranty or representation by Licensor to enable
Licensee to produce and manufacture Licensed
Technology Products or Licensed Trademark Products of
any particular quality, standard, specification or the
like;
(b) a warranty or representation by Licensor that any
manufacture, sale or use of the Licensed Technology
Products or Licensed Trademark Products under this
Agreement will be free from infringement of patents,
or other industrial and intellectual property rights
of any parties other than Licensor;
(c) conferring by implication, estoppel or otherwise upon
Licensee any license or other rights except the rights
expressly granted under this Agreement to License;
(d) a warranty or representation as to the validity of
any Licensed Trademark or Licensed Patent held by
Licensor; or
(e) a warranty or representation as to the right of the
Licensee to use Licensed Technology under this
Agreement without infringement of any patents held
by third parties.
Licensee agrees to indemnify Licensor and hold Licensor
free and harmless from and against any demand, claim, action,
suit or other proceedings which may be made or instituted by any
third party against Licensor and/or any parent, subsidiary or
associated person, firm or company thereof regarding the Licensed
Technology Products and Licensed Trademark Products manufactured
and sold by Licensee including any alleged infringement of any
intellectual property rights of any third party
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and from and against any and all loss, damage, damages, costs,
charges and expenses arising, paid, incurred or suffered by
Licensor and/or any parent, subsidiary or associate person, firm
or company thereof arising out of this Agreement.
IX. TERM AND TERMINATION
9.1 Term. This Agreement shall, with respect to each item of
the Property, have a term as set forth on the relevant Schedule
annexed hereto (the "Term").
9.2 Termination for Default or Breach. If, during the Term
of this Agreement, either party shall default in the performance
of or breach any of its material obligations hereunder, and if
any such default or breach shall not be corrected within thirty
(30) business days after the same shall have been called to the
attention of the defaulting or breaching party by the other party
by notice, then the notifying party, at its option, may thereupon
terminate this Agreement by notice effective on the date given,
and/or avail itself of such rights or remedies as it may have
under the laws of the United States. Notwithstanding the
foregoing, if any breach or default by Licensee relates to any
violation of any of the provisions herein relating to quality
control, or to a health hazard or potential health hazard
resulting from the sale of Licensed Trademark Products, all
further distribution and sales of Licensed Trademark Products
shall cease immediately upon receipt of faxed or written notice
of such breach or default.
9.3 Other Termination. This Agreement may be terminated:
(a) automatically by Licensor on notice to Licensee if
corporate action for the voluntary liquidation of Licensee shall
be instituted, or a court order of dissolution
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shall be made against Licensee, or a receiver of any of the
assets of Licensee shall be appointed and such appointment shall
not be vacated within sixty (60) business days, or Licensee shall
become insolvent or bankrupt or shall enter into an assignment
for the benefit of creditors, or shall make a composition with
its creditors; or
(b) automatically in whole or in part by Licensor in
the event of a change in control of Licensee. For purposes of
this Agreement, "change in control" shall mean: (i) in the case
of CPC International Inc. ("CPC") or Corn Products International,
Inc. ("CPI"), (A) the acquisition by any person (as such term is
defined in the Securities Act of 1933, as amended) (excluding the
party to which the change in control relates or any of its
Affiliates or a fiduciary holding its securities in any type of
benefit plan), directly or indirectly, of beneficial ownership of
15% or more of the combined voting power of the then outstanding
voting securities entitled to vote generally at the election of
directors, if such person is a competitor in the business to
which this Agreement relates, or (B) the merger, consolidation,
reorganization or liquidation involving the sale or transfer of
substantially all of the assets of the Licensee to a third party
who is a competitor in the business to which this Agreement
relates, or (ii) in the case of any Affiliate of CPC or CPI, any
change in ownership of such Affiliate, such that CPC or CPI
ceases to hold voting control of its respective Affiliate(s) and
the new owner is a competitor in the business to which this
Agreement relates; or
(c) at any time upon the mutual written agreement of
the parties.
9.4 Effect of Expiration or Termination. In the event this
Agreement expires, or is terminated, all rights, licenses and
privileges granted under this Agreement shall
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immediately cease and Licensee shall immediately cease all use of
the Property, making and selling no additional Licensed Trademark
Products and Licensed Technology Products using the Property,
except for the disposition of finished Licensed Trademark
Products and Licensed Technology Products on hand as of the date
of expiration or termination. If, however, the reason for
termination or non-renewal relates to the quality of Licensed
Trademark Products or to a health hazard or potential health
hazard resulting from the sale of Licensed Trademark Products,
Licensee shall not sell, offer for sale or otherwise offer for
human consumption the finished Licensed Trademark Products on
hand as of the date of expiration or of receipt of notice of
termination, but shall either destroy such finished Licensed
Trademark Products or shall turn them over to Licensor or its
Designee for destruction. Licensee shall not thereafter adopt or
use any trademark or other material which is similar to or
otherwise infringes any of the Licensed Trademarks or other
Property. Licensee acknowledges that its failure (except as
otherwise specifically provided herein) to cease the manufacture,
sale or distribution of Licensed Trademark Products and Licensed
Technology Products or to cease utilizing the Property covered by
this Agreement on the expiration or termination of this Agreement
will result in immediate and irreparable harm to Licensor and to
the rights of any subsequent Licensee. Licensee acknowledges and
admits that there is no adequate remedy at law for such failure to
cease manufacture, sale or distribution, and Licensee agrees that in
the event of such failure, Licensor shall be entitled to equitable
relief by way of temporary and permanent injunctions and such
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other and further relief as any arbitration panel or court with
jurisdiction may deem just and proper.
9.5 Licensee to furnish Inventory Upon Expiration or
Termination. In the event this Agreement expires or is terminated
by either party, Licensee shall furnish to Licensor or its
Designee an inventory of Licensed Trademark Products, Packaging
Materials and advertising and promotional materials bearing the
Licensed Trademarks or package trade dress in Licensee's
possession or control. Licensee shall permit Licensor or its
Designee to make an inspection of all such items during regular
business hours at the premises where they are located. Licensee
shall not sell or otherwise dispose of such items without
Licensor's prior written consent.
9.6 Cancellation of Recordation of Agreement. If this
Agreement or notification of its existence shall have been
recorded with any governmental agency in the Territory, Licensee
shall join with Licensor in arranging to cancel any such
recordation, supplying such help and materials as may be required
to achieve this purpose at the earliest possible time. It is
understood that if any such recordation shall have taken place,
the delay in canceling such recordation shall in no way affect
the fact of expiration or termination of this Agreement, and
shall not give Licensee any right to use the Property beyond that
set forth in Section 9.5 above.
X. MISCELLANEOUS PROVISIONS
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10.1 Agreement Not Assignable by Licensee. Licensee may not
assign this Agreement or all or any part of its rights or
obligations hereunder without the prior written consent of
Licensor, but may sublicense such rights or obligations to any of
its Affiliates subject to a sublicensee agreement substantially
in the form of this Agreement and approved by Licensor, unless
otherwise stated on the relevant Schedule annexed hereto.
10.2 No Agency. It is the express intention and
understanding of the parties that the present Agreement does not
give rise to a commercial agency relationship. All purchases by
Licensee shall be in its own name and for its own account, and
neither Licensor nor its Affiliates or its Designee shall in any
way guarantee or be responsible for any such purchases.
10.3 Waiver. Waiver by Licensor or by Licensee of any
breach of, or failure to comply with, any provision of this
Agreement, shall not be construed as or constitute a continuing
waiver of said provision, or a waiver of any other breach of or
failure to comply with any provision (whether the same provision
or another) of this Agreement. No waiver or modification of any
provision of this Agreement shall be effective unless
specifically made in writing and signed by either Licensor or
Licensee, whichever shall be the party against whom the
enforcement of such waiver or modification is sought.
10.4 Delivery of Instruments Confirming Rights. When
requested in writing by Licensor or Licensee, the other party
shall promptly deliver or cause to be delivered to the requesting
party, any such instrument as the requesting party may reasonably
require confirming any rights under this Agreement.
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10.5 Severability. If any covenant, obligation or
understanding of this Agreement or the application thereof to any
person or circumstances shall, to any extent, be held by any
competent authority to be invalid or unenforceable, the remainder
of this Agreement or the application of such covenant, obligation
or agreement to persons or circumstances other than those as to
which it is held invalid or unenforceable shall not be affected
thereby, and each covenant, obligation and agreement of this
Agreement shall be separately valid and enforceable to the
fullest extent permitted by law.
10.6 Essential Elements of Agreement. It is understood that
the essential elements of this Agreement with respect to Licensed
Trademarks consist of those provisions providing Licensor with
the power and ability to supervise quality control and appearance
standards of Licensed Trademark Products, Packaging Materials and
advertising and promotional materials and those provisions which
assure Licensor that all use of the Licensed Trademarks made by
Licensee hereunder shall result in goodwill solely in favor of
Licensor as owner of the Licensed Trademarks. In the event any
provision relating to the foregoing essential elements of this
Agreement shall be found to be illegal or unenforceable in law or
equity, this Agreement shall be invalid with respect to all
Licensed Trademarks and Licensee shall immediately cease all use
of the Licensed Trademarks and all sale of Licensed Trademark
Products. If, however, any part of this Agreement not relating to
the foregoing essential elements shall be found to be illegal or
unenforceable in law or in equity, such findings shall in no way
invalidate the validity and enforceability of the remaining parts
hereof.
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10.7 Notice. Any notice, approvals or other communication
to any party to this Agreement required or permitted hereunder
shall be given as set forth on each relevant Schedule annexed
hereto. All written notices shall be by registered, certified or
comparable air mail, postage prepaid. Any such notice or
communication shall be deemed to have been served when delivered
or, if delivery is not accepted by reason of the fault of the
addressee, when tendered.
10.8 Force Majeure.
(a) No Liability. Neither party shall be liable for
failure to perform any of the terms of this Agreement during such
a time as it may be prevented from doing so by reason of any act
of force majeure or the after-effects thereof. Except where the
nature of the event shall prevent it from doing so, the party
prevented from performing by such act of force majeure shall
notify the other party in writing within five (5) business days
after the occurrence of such act of force majeure and shall in
every instance to the extent it is capable of doing so use its
best efforts to remove or remedy such cause with all reasonable
dispatch.
(b) Definition. As used herein, the term "force
majeure" means acts of God, strikes, lockouts, slowdowns or other
industrial disturbances, whether of the same or different kind,
riots, civil commotions, blockades, revolutions, insurrections,
mobilization, declared or undeclared war, earthquakes, floods,
fires, explosions, failure of transportation, United States or
other governmental action or inaction or controls, including any
security action or controls or refusal to issue import or export
licenses, or other occurrences or failures happening to the
parties or to others which are beyond the
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control of the parties and which prevent the parties from
performing their obligations hereunder.
10.9 Dispute Resolution. The parties shall cooperate and
work together to effectuate this Agreement and its purposes. In
the event disputes should arise, they shall be resolved in
accordance with Article VI of the Distribution Agreement between
CPC and CPI dated as of December ____, 1997. This agreement shall
be governed and construed in accordance with the laws of the
State of New York, without regard to the choice of law principles
thereof.
10.10 Survival. The provisions of Sections II (2.3), II
(2.10), V, VII, VIII and IX shall survive the termination or
expiration of this Agreement.
10.11 Entire Agreement. No representation, verbal or
otherwise, not contained herein shall be binding on any party to
this Agreement. This Agreement contains the entire understanding
of the parties and supersedes all previous agreements between the
parties relating to the subject matter hereof, and may be
modified only by a written instrument signed by all parties.
10.12 Headings. The headings in this Agreement are solely
for convenience of reference and shall not affect the
interpretation of any provision hereof.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the day and year first written
above by signing the relevant Schedules annexed hereto.
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SCHEDULE
LICENSOR
LICENSEE
LICENSED TRADEMARK(S): LICENSED PRODUCTS
OR
KNOW-HOW AND PATENTS:
TERM
TERRITORY
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NOTICE
(1) TO LICENSOR:
(2) TO LICENSEE:
IN WITNESS WHEREOF, the parties have caused the annexed
Agreement to be executed as of the day and year first set forth
therein.
[LICENSOR]
By_________________________
Name:______________________
Title:_____________________
[LICENSEE]
By_________________________
Name:______________________
Title:_____________________
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