CONVENTIONAL LICENSE AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of ___________, by and
between WOROCO MANAGEMENT, L.L.C., a New Jersey limited liability company having
its principal place of business located at 40 Woodbridge Avenue, Suite 203, Sewaren, New
Jersey 07077(“Licensor”) and __________________________________(“Licensee”).
WHEREAS, Licensor has developed a gasoline and diesel fuel wholesale distribution
operation and retail gasoline and diesel fuel service station operation which includes, but is not
limited to, the use and promotion of the name “Woroco®”, the wholesale distribution of
gasoline, diesel fuel and related products, the retail sale of gasoline, diesel fuel and related
products, the development of signage, lettering and products bearing the name “Woroco®”
(hereinafter the “Mark”) and policies and procedures for the operation of retail gasoline service
WHEREAS, the Licensor offers the use of the mark “Woroco®”, signage, lettering and
other items bearing the mark “Woroco®”, the wholesale supply and distribution of gasoline,
diesel fuel and related products and guidance in operating a retail gasoline service station; and
WHEREAS, Licensee is desirous of obtaining the right to utilize and benefit from the
use of the “Woroco®” name and mark and the Licensor’s wholesale supply and distribution
WHEREAS, Licensor is desirous of permitting the Licensee to utilize and benefit from
the use of the “Woroco®” name and mark and Licensor’s wholesale supply and distribution
WHEREAS, Licensee understands and acknowledges the importance of the high and
uniform standards of quality, cleanliness, convenience, service and value imposed by the
Licensor in order to maintain the value of the “Woroco®” name and mark, and the necessity of
operating its business in compliance with the terms of this agreement in order to maintain the
value of the “Woroco®” name and mark.
NOW, THEREFORE, in consideration of the premises and in further consideration of
the mutual understandings of the parties, Licensor and Licensee agree to abide by the terms of
this agreement and further agree as follows:
SECTION 1. GRANT OF LICENSE
Subject to the provisions and conditions of this agreement, Licensor grants to Licensee
and Licensee hereby accepts, a non-exclusive license to utilize the “Woroco®” mark in the form
of the trademark identification sign (face only), pump decal logos and company color paints at
the following business location only: __________________, New Jersey for a period of twenty
Licensee may move or relocate its business operation and utilize the mark at such
location only after receiving prior written approval of the Licensor, which approval shall not be
SECTION 2. NON-EXCLUSIVE AREA
A. Licensor may grant to any individual, firm, association or corporation any right to
utilize the “Woroco ®” mark within any area regardless of the Licensee’s
SECTION 3. MATERIALS AND SUPPLIES
Licensor shall furnish to Licensee and Licensee shall install, without charge, the
following materials and supplies:
i. One (1) “Woroco ®” identification sign (face only);
ii. Paint in the “Woroco ®” color scheme;
iii. Pump decal logos.
iv. Canopy channel letters.
All items currently exist at the premises.
SECTION 4. GASOLINE/DIESEL FUEL PURCHASE
In consideration of the granting of the license to utilize the “Woroco ®” mark and the
provision of the materials designated herein, the Licensee agrees to purchase exclusively from
the Licensor all gasoline and diesel fuel and kerosene to be sold in the operation of Licensor’s
business for a period of twenty (20) years. Licensee agrees to purchase all gasoline and diesel
fuel and kerosene sold at the facility from Licensor for each and every month during the term of
this agreement. The price to be paid by Licensee to Licensor shall be the fair market price for
unbranded gasoline, diesel fuel and kerosene on the date of delivery plus a prevailing delivery
charge per gallon plus all applicable federal, state and gross receipts taxes. Payment terms shall
be cash on delivery in cash or certified funds. Licensee shall also be required to purchase from
Licensor any additional or newly introduced fuel products that may be offered for sale by the
Licensor during the term of this Agreement in the event the Licensee elects to sell same at the
Licensee shall not, during the term of this agreement purchase gasoline or diesel fuel to
be sold in the operation of Licensee’s business from any source other than the Licensor.
Notwithstanding the foregoing, the Licensor may purchase “alternate motor fuel” from a source
other than the Licensor if (a) the Licensee can demonstrate that reasonable efforts to secure
adequate supplies of alternate motor fuel from the Licensor have failed, and (b) the Licensee
continues to meet all other terms and conditions of this agreement, and (c) the Licensee
adequately informs consumers that the alternate motor fuel is not supplied by the Licensor.
The term “alternate motor fuel” means diesel fuel or any liquid which is the product of the
combination of motor gasoline and any other liquid or gaseous substance which is not derivative
of petroleum, and which is used for the purpose of operating a mechanical device powered by
Licensee may also purchase unbranded fuels from sources other than the Licensor in the
event that Licensee can demonstrate that the cost of fuel from such other source shall be one cent
($0.01) per gallon or more lower than the price charged by Licensor for similar unbranded fuels.
In no event shall licensee be entitled to purchase branded fuels hereunder and the purchase of
branded fuels shall constitute a material breach of this Agreement. As a pre-condition to the
Licensee purchasing fuel from a source other than the Licensor, the Licensee shall comply with
the following procedure:
a) Licensee shall first obtain fuel price quotes from the alternate supplier that Licensee
desires to purchase fuel from and forward same to Licensor, in writing via facsimile, which
writing shall set forth the price quote and the name of the alternate fuel supplier (the “alternate
fuel price quote”), not earlier than 6:30 p.m. on the day prior to the fuel delivery date. (6:30 p.m.
is the customary time by which fuel prices are provided in the industry. If the industry standard
changes, the time set forth herein will be subject to adjustment).
b) Immediately thereafter, the Licensee shall telephone Licensor and obtain Licensor’s
fuel price quote for the same types of fuel. Provided Woroco has its pricing set Licensor shall
provide a verbal price quote to Licensee, and, to the extent possible, follow same up in writing
i) In the event that Licensor’s price quote is one cent (.1¢) per gallon or less
higher than the alternate fuel price quote, the Licensee shall not be entitled to purchase
fuel from the alternate supplier and must purchase that delivery of fuel from the Licensor.
ii) In the event that Licensor’s price quote is more than one cent (.1¢) per gallon
higher than the alternate fuel price quote, the Licensor shall have the option, but not the
obligation, to reduce its price quote to one cent (.1¢) per gallon or less higher than the
alternate fuel price quote and, if Licensor elects such option, the Licensee shall not be
entitled to purchase fuel from the alternate supplier and must purchase that delivery of
fuel from the Licensor.
iii) In the event that Licensor’s price quote is more than one cent (.1¢) per gallon
higher than the alternate fuel price quote and the Licensor elects not to reduce its price
quote in accordance with Subsection B (ii) above, the Licensee may purchase that
delivery of fuel from the alternate supplier.
c) In the event that the Licensee shall purchase a delivery of fuel from an alternate
supplier, the Licensee shall, within twenty-four (24) hours of said purchase, or on the next
business day, whichever is later, provide the Licensor with copies of the invoice and bill of
lading for such delivery together with a certified or cashier’s check payable to the Licensor in an
amount equal to one cent (.1¢) per gallon for each gallon of fuel purchased from the alternate
d) The foregoing procedure must be employed by the Licensee for each and every fuel
delivery that it seeks to purchase from an alternate supplier. In no event shall price quotes from
a prior delivery be applicable to any subsequent delivery.
The motor fuel to be provided by Licensor to Licensee shall commonly be unbranded
motor fuels and may consist of blends permitted or required by law.
Failure of the Licensee to comply with the terms of this section shall be deemed to be
good cause permitting the Licensor to terminate, cancel, refuse to renew or declare the Licensee
in breach of the terms of this agreement.
SECTION 5. LICENSOR’S OBLIGATIONS
Licensor shall provide Licensee, during the term of this agreement, the following:
A) All materials and supplies set forth in Section Three (3) of this agreement.
B) All gasoline, diesel fuel and kerosene at necessary times in sufficient quantities, in
accordance with Section Four (4) of this agreement.
C) Licensor may consult with and recommend to Licensee such policies, procedures,
merchandising, marketing and advertising as, from time to time, may be
developed by Licensor and deemed by it to be helpful in the operation of
SECTION 6. LICENSEE’S OBLIGATIONS
Licensee shall be obligated to perform the following acts under this agreement:
A) Appoint a gasoline service station manager or other person authorized to
communicate with the Licensor and responsible to carry out the terms of this
B) Maintain all necessary local, county, state and/or federal licenses, approvals,
permits and the like for the operation of its business.
C) Pay to the Licensor all fees, charges, compensation and other payments due under
the terms of this agreement.
D) Licensee shall use the “Woroco ®” marks and materials/supplies only in the
manner and to the extent specifically licensed by this agreement and as may be
specifically set forth by Licensor in written rules and regulations, if any, as the
Licensor may from time to time distribute. Thus, Licensee shall not advertise,
publish or circulate any documents or other matter relating to the “Woroco ®”
mark except as approved by Licensor prior to publication. Licensee will not use
any of the marks as a part of an internet domain name or e-mail address without
the prior written consent of Licensor. Licensee acknowledges that this agreement
grants a license to use only the “Woroco ®” mark, and does not grant Licensee
the right to use any other tradenames or marks owned by the Licensor or any
company under common ownership with Licensor.
E) Licensee shall devote its full time and best efforts to establish and develop its
gasoline service station business.
F) Licensee shall accept and comply with Licensor’s recommendations as to
policies, procedures, merchandising, marketing and advertising as, from time to
time, may be developed by Licensor and deemed by Licensor to be helpful in the
operation of Licensee’s business.
G) Licensee shall execute, at the request of Licensor, such Promissory Notes,
Mortgages, UCC-1 Financing Statements or other documentation deemed
necessary by the Licensor to secure payment for any credit granted by the
Licensor to the Licensee.
H) Licensee shall maintain its business location and all materials and supplies
provided to Licensee by Licensor under this agreement in a safe, neat, clean and
sanitary manner. In the event of damage to the same, Licensee shall promptly
repair all such damage.
I) Licensee shall not display any other signs or lettering at the business premises
other than those set forth in Section Three (3) of this agreement without the
Licensor’s written consent. In no event shall the Licensee sell or advertise for
sale the products of any competitor of the Licensor.
J) Licensee shall permit the Licensor and/or its representatives to visit and inspect
the Licensee’s business premises from time to time. Licensor shall provide
Licensee with twenty-four (24) hours prior notice of any such visit or inspection
and Licensor shall conduct such visit or inspection in a manner so as to avoid
disruption of Licensee’s business.
K) Licensee shall maintain, at all times, adequate liability insurance covering the
Licensee’s business and business premises and providing the replacement value
for all materials and supplies provided by the Licensor to the Licensee.
L) Licensee shall insure that in any use whatsoever of the “Woroco ®” mark, the
mark is identified on the document or in the material or program as being
registered to or owned by Licensor. Licensee acknowledges that Licensor is the
exclusive owner of the mark and all goodwill associated therewith, and any
unauthorized use of the mark is and shall be deemed an infringement of the rights
of Licensor. Licensee further agrees that it will not, during the term of this
agreement and after termination or expiration hereof for any reason, whatsoever,
dispute or contest, directly or indirectly, the validity, ownership or enforceability
of the mark, nor directly or indirectly attempt to dilute the value of the goodwill
attached to the mark, nor counsel, procure or assist anyone else to do the same.
M) Maintain and enhance the reputation and trade demand of the Woroco system and
preserve and increase the goodwill inherent in the Woroco name and mark.
N) Engage in reasonable advertising as may from time to time be recommended by
O) Licensee shall dispense, sell, use or offer to sell, only such articles or products as
are approved by Licensor. Licensee shall purchase all products, supplies and
materials required for the operation of the gasoline service station from Licensor
or from suppliers designated as approved suppliers by Licensor. Licensor shall
have the right to monitor Licensee’s fuel inventory through the Veeder Root Leak
P) Licensee shall not be obligated to sell any product at any retail price that may be
suggested by Licensor. At all times, however, Licensor reserves the right to
establish and enforce credit terms for sales of products and supplies by Licensor
to Licensee. Absent any specific credit terms imposed on Licensee by Licensor,
Licensee shall pay all invoices on a cash on delivery basis via cash or certified
Q) Licensee shall maintain liability insurance for its premises and business in the
minimum amount of $1,000,000.00 for injuries to one person and $2,000,000.00
for injuries to more than one person in any one accident or occurrence and shall
name the Licensor as an additional insured.
R) Licensee shall post with the licensor the sum of $35,000.00 as security for
Licensee’s faithful performance of all of the Licensee’s obligations hereunder,
including the purchase of fuel hereunder.
SECTION 7. INDEPENDENT CONTRACTOR
Neither this agreement, nor the contracts or negotiations that result in this agreement,
create a fiduciary relationship between Licensor and Licensee. Licensee agrees that it is an
independent business person, and as such, is an independent contractor throughout the term of
this agreement and is solely responsible for any and all obligations incurred by it or by its
business operation. Licensee is not and shall not be considered to be acting as a joint venture,
partner, agent, servant, or employee of Licensor. Further, the parties, their agents or employees
have no right, power or authority to bind or obligate the other. No act of assistance given by
Licensor shall be construed to have altered this relationship.
Licensee assumes full risk for the conduct of its business as an independent business
person and shall hold Licensor free and harmless from any claim, demand, liability, action, suit
or proceeding, asserted or claimed by any third party arising out of the malfeasance, nonfeasance
or other act or omission to act concerning the operation of the Licensee’s business. Under no
circumstances shall Licensor be liable for any act, omission, negligence, debt or any obligation
As an independent contractor, Licensee exercises full, complete, and unfettered control
over, and has full responsibility for any and all employee and labor relations matters incident to
the operation of its business, including the hiring, firing, disciplining, compensation, work
schedules, and other terms and conditions of employment of Licensee’s employees. The conduct
of Licensee’s business shall be determined by its own judgment and discretion, subject to the
provisions of this agreement. Finally, Licensor shall not regulate the prices of services and
products to be sold by Licensee.
Licensor has no knowledge as to the conditions of the Licensee’s premises and no control
over Licensee’s business operation and, as such, Licensor shall not be liable to any third parties
resulting from the condition of the premises and equipment nor the operations conducted
thereon, including any liability for environmental conditions.
SECTION 8. ASSIGNMENT OF LICENSE AGREEMENT
A. Assignment to Third Party. This agreement is personal in nature and entered
into in reliance upon and in consideration of the skill, qualifications and
representations of, and trust and confidence reposed in, Licensee. Therefore,
neither this agreement, nor any obligations, duties, rights or privileges of Licensee
contained in this agreement, nor the materials provided by Licensor, shall be
assigned, transferred or divided, by operation of law or otherwise, in any manner,
without the express prior written consent of Licensor. Any purported assignment
of Licensee’s rights or the materials and supplies without Licensor’s prior written
consent, or any purported assignment of the Licensee’s business which does not
include assignment of this agreement, shall be null and void and shall constitute a
Licensee shall not assign this agreement or the materials and supplies without first having
opened and operated a Woroco branded gasoline service station under this agreement for at least
three (3) months. Licensor’s prior written consent shall not be unreasonably withheld, but will
be conditioned upon the following:
1. Approval of any proposed assignee in accordance with the standards then
applied to prospective Licensees of Licensor;
2. Payment of all outstanding debts of Licensee payable to Licensor;
3. Payment of all sums which become due upon assignment, including the
assignment fee of $1,750.00;
4. Execution by Licensee of a general release of claims in favor of Licensor;
5. Execution by the proposed assignee of the then current form of License
Agreement modified to reflect the same expiration date as the original
License Agreement regardless of the number of assignments involved;
6. Attendance by the proposed assignee at an interview with the Licensor.
7. Delivery of any documents to the proposed assignee in the manner and
within the time frames required by the state or federal law or regulation;
8. Agreement by Licensee and/or the proposed assignee to update, remodel
and modernize the business premises.
Should Licensee desire to assign any of its rights under this agreement to any third party,
it shall first give written notice to Licensor of such proposed assignment stating the name,
address and telephone number of the proposed assignee and all guarantors; provide a current
financial statement of the proposed assignee and all guarantors; provide a copy of the proposed
assignment agreement and contract of purchase; and provide any other information requested by
Licensor. Such written notice to Licensor shall be given at least sixty (60) days prior to the date
of the proposed transaction. Prior to final approval by Licensor, if granted, Licensee shall
provide Licensor with a copy of the executed assignment agreement which sets forth the terms of
the assignment. Consent to any assignment upon the specified terms and conditions of that
assignment shall not be deemed to be a consent to an assignment to any other person, nor to any
other or subsequent assignment.
B. First Option to Purchase. Should Licensee or any initial or subsequent assignee
of Licensee receive a bona fide offer to transfer, divide, share or purchase this
agreement, any right under this agreement, or the Licensee’s business assets or
business real estate, Licensee or such assignee must first make written offer to
Licensor to purchase or obtain this agreement or any rights or the Licensee’s
business assets or business real estate upon the same terms and conditions as
offered by the prospective purchaser. Additionally, Licensee shall furnish
Licensor with the name and address of the prospective purchaser, a copy of the
proposed purchase agreement setting forth the terms of the purchase, a suitable
current financial statement regarding the prospective purchaser and all guarantors,
and all other information requested by Licensor concerning the prospective
purchaser and guarantors.
Following receipt of all documents and information required by Licensor, Licensor shall
have thirty (30) days within which to accept the first offer to purchase. If Licensor has not
accepted the first offer within thirty (30) days of receipt of the written offer, Licensee or assignee
may proceed with the sale to the prospective purchaser provided (1) Licensee or assignee be not
in default or breach of any payment or other terms or conditions of this agreement, and (2)
Licensee or assignee and the prospective purchaser meet the conditions set forth in the
subsection 8(a), Assignment to Third Party.
C. Death or Disability of Licensee. In the event of the death or incapacity of
Licensee, the estate of Licensee may operate under and pursuant to this
Agreement as may Licensee’s heirs, successors and assigns.
D. Assignment to Corporation or Limited Liability Company (“LLC”). Provided
Licensee demonstrates to Licensor that it (1) is, and will remain, the legal and
beneficial owner of a majority of the stock/interest of an assignee
corporation/LLC and (2) shall act as the principal officer/member or manager of
the corporation/LLC, Licensor shall allow Licensee to incorporate/form and
assign without the payment of any assignment fee or outstanding Promissory
Note. However, Licensee and all other shareholders/members must personally
guarantee the performance of the duties and responsibilities of the assignee
corporate/LLC Licensee, including the payment of any fees.
E. Assignment by Licensor. The rights, duties and obligations under this
agreement may be assigned by Licensor and will inure to the benefit of Licensor’s
successors and assigns. Licensor will provide Licensee with written notice of any
such assignment or transfer, and the assignee will be required to fully perform
Licensor’s obligations under this agreement.
SECTION 9. COVENANTS OF LICENSEE DURING TERM
Licensee acknowledges that Licensor is engaged in licensing of the Woroco® name and
mark and that Licensor’s licenses are valuable because each Licensee obtains the right to use the
marks and the right to receive certain services of Licensor. Licensee further acknowledges that
any appropriation or duplication of any part or all of the Woroco® name and/or mark for any use
or purpose other than for the operation of a licensed gasoline service station will impair the value
of Licensor’s business and the mark, as well as the value of the licenses granted to other licenses.
Accordingly, Licensee agrees that during the term of this License Agreement, Licensee
and its shareholders, guarantors, officers and directors shall not, directly or indirectly, on their
own account or as an employee, agent, consultant, partner, officer, director or shareholder of any
other person, firm, entity, partnership or corporation, own, lease, operate, franchise, conduct,
engage in, be connected with, have any interest in, or assist any person or entity engaged in the
gasoline wholesale or retail business or industry or any other business that is in any way
competitive with or similar to Licensor’s business.
Licensee represents that it will register as operator of all fuel storage tanks at the
premises with the State of New Jersey.
Licensee acknowledges that Licensor shall have the right to monitor fuel inventories
through the veeder root system or by other means.
SECTION 10. DEFAULT AND TERMINATION
A. Termination by Licensee. Licensee has no right to unilaterally terminate this
B. Default Immediate Termination by Licensor. Licensee shall be in default and
at Licensor’s option, this agreement shall automatically terminate:
1. Should Licensee fail or refuse, within thirty (30) days after Licensor
provides Licensee with proper documentation to be completed, to return to
Licensor all executed documents necessary for Licensor to carry out the
purposes of this agreement.
2. Should Licensee fail or refuse to make payment of any fees, charges or
invoices within five (5) days of when due, during the term of this
agreement for any reason other than the mistake, negligence or wrongful
act of Licensee’s bank, or other financial institution, or Licensor;
3. Should Licensee’s bank or other financial institution fail or refuse to honor
a check or draft presented twice to Licensee’s bank or other financial
institution, such check or draft being drawn on Licensee’s account for
payment under any obligation incurred in performance of this agreement,
for any reason other than the mistake, negligence or wrongful act of
Licensee’s bank or other financial institution, or Licensor, subject to
Licensee replacing said dishonored instrument within five (5) days of
receipt of notice that said instrument has been dishonored;
4. Should Licensee abandon the license relationship for the business location
operated pursuant to an agreement with Licensor by ceasing to operate or
by removing the Woroco® sign or signs while continuing to operate its
5. Should Licensee close the business location, for any reason other than fire,
flood or other natural disaster, and fail to re-open at the same or different
approved location within thirty (30) days, or fail to assign this agreement
to someone else who fails to re-open within thirty (30) days from the date
of closure. Closure to perform site remediation or to replace fuel tanks
and/or the fuel distribution system shall not constitute a closure pursuant
to this section so long as Licensee promptly remediates and/or performs
replacement to minimize the period of closure. In the event of fire, flood,
natural disaster or closure for purposes of remediation, repair or
replacement of fuel tanks or fuel distribution system, said closure shall not
exceed one hundred eighty (180) days.
6. Should Licensee be convicted of any criminal misconduct relevant to the
operation of the business.
7. Should Licensee receive three (3) notices of default, as provided below in
subsection (c), in any consecutive twelve (12) month period, whether or
not such defaults are cured;
8. Should Licensee breach any of its obligations under this agreement to
maintain the confidentiality of information relating to the Woroco® name
or mark or Licensor’s business.
9. Upon the filing of any voluntary or involuntary petition of bankruptcy by
or against Licensee or by any shareholder of a corporation, if the
corporation is Licensee of the agreement, subject to applicable law.
10. Upon the making of any assignment for the benefit of creditors by
11. Upon the making of any assignment of this agreement or the business
assets or real estate except for an assignment made in compliance with this
In those states that provide for a minimum notice period, this agreement shall terminate at
the end of the minimum notice period if the default is not cured.
C. Default/Licensor May Terminate Agreement. Licensee shall be in default and
licensor has the right to terminate this agreement for any material breach of this
agreement. For the purposes of this section, a material breach of this agreement
includes, but is not limited to, one (1) or more of the following:
1. Violation of any covenant of Licensee set forth in this agreement;
2. Violation of any covenant of any other Woroco® license agreement that
Licensee has entered into with Licensor.
3. Breach of any equipment lease with Licensor, its subsidiaries or affiliate,
or with a third party lessor to which Licensor has guaranteed the lease
4. Non-payment of any invoice, tax, or any other obligation incurred in the
course of Licensee’s business to Licensor or to any other individual,
partnership or corporation;
5. Failure to perform any obligation created by a local, county, state or
federal governmental agency or authority.
6. Use of the Woroco® marks or name by Licensee, its employees or agents
in a manner contrary to the terms of this agreement or the manuals or for a
purpose not first authorized in writing by Licensee and in any manner or
for any purpose which materially impairs the exclusivity of the name or
marks or their attendant goodwill;
7. Commission of any act by Licensee or its agents that detracts from the
favorable goodwill associated with the Woroco® name or the successful
operation of any business operation of Licensor if Licensee shall fail to
cease or correct such act or acts within thirty (30) days of receipt of
written notice to cease or to correct such conduct.
8. Violation of any of the business policies, practices, procedures or
obligations prescribed or set forth by the Licensor as they may be
amended from time to time by Licensor.
9. Failure to pass an inspection after having once been inspected during the
calendar year prior and been given a notice of deficiency;
10. Failure of Licensee to execute or cause to be executed any documents
required by Licensor under this agreement.
11. Failure to notify Licensor of the death or incapacity of Licensee or any of
Licensee’s principals within thirty (30) days of such event; or
12. Failure to appoint and at all times maintain a designated manager of the
service station operated pursuant to this agreement.
Except for the automatic termination at Licensor’s option set forth in Subsection (b)
above, upon the occurrence of a material breach of this agreement, Licensor shall forward to
Licensee written notice of default and intent to terminate. For purposes of this section, the
written notice of default and intent to terminate shall be sent by certified mail and if Licensee
consists of one (1) or more persons, corporations, partnerships or other entities, notice of default
and intent to terminate to one (1) person, shareholder, partner or one (1) member of an entity
shall constitute notice to all.
Licensee shall have thirty (30) days from the mailing of such notice within which to cure
the default of this agreement. If the default is timely cured, this agreement shall not be
terminated. If the default is not timely cured, this agreement will terminate without further
action or notice effective on the date set forth in the notice.
In states with required minimum notice periods greater than thirty (30) days, the notice
period shall be such required notice period.
Termination of this agreement by Licensor shall not be an exclusive remedy and shall not
in any way affect the right of Licensor to receive, collect and enforce fees or other amounts
payable by Licensee or to enforce, in any manner, the provisions of this agreement against
Licensee. Licensee agrees that upon Licensee’s breach of any covenant contained in this
agreement, automatic termination at Licensor’s option, notice of termination, or termination,
Licensor will be entitled to seek recovery from Licensee for all of the damages that Licensor has
sustained or will sustain in the future as a result of Licensee’s breach of this agreement, taking
into consideration the fees that would have been paid by Licensee for the remaining term of this
D. Responsibility of Licensee upon Termination. Upon termination, expiration,
transfer or assignment of this agreement, in any manner, Licensee agrees:
1. To immediately cease using the Woroco® name and marks, trade dress,
business format, signs, structures and forms of advertising indicative of
2. Within thirty (30) days after the expiration or termination of this
agreement, to make or cause to be made, at Licensee’s expense, such
changes in signs, buildings and structures to distinguish the business
location from a Woroco® branded station;
3. Within thirty (30) days after the expiration or termination of this
agreement, to notify all telephone directory and listing companies of the
termination of Licensee’s right to use the Woroco® name or marks, and
authorize the transfer of telephone numbers and directory listings to
Licensor or Licensor’s designee, however, if the Licensee fails or refuses
to effect such transfer, the Licensor has the right to notify the telephone
directory and listing companies of the termination of this agreement and
the Licensor’s right to the transfer of all such listings. This agreement
shall constitute the written authority from the Licensee for the transfer of
all such listings, and the Licensee shall hold the telephone directory and
listing companies harmless of and from any loss, damage, or liability
which may result from such transfer.
4. To execute any and all documents and take such action as Licensor may
deem reasonably necessary or desirable to evidence the fact that Licensee
has ceased using the Woroco® name or marks and that Licensee has no
further interest or right therein whatsoever;
5. Within five (5) days after the expiration or termination of this agreement,
to promptly pay Licensor all sums then owing from Licensee to Licensor,
and to continue to pay all fees for so long as the name and marks are used
and for the entire period which, but for such termination, would have
constituted the term of the Agreement;
6. To promptly pay Licensor all sums which become due and payable at the
time of termination or expiration of this agreement, including, but not
limited to, full payment of any and all Promissory Notes between Licensor
7. To immediately return, at Licensee’s expense, all materials and supplies
related to the Woroco® name and mark to Licensor and to perform any
unfulfilled obligation created under this agreement for the benefit of
8. To refrain, for a period of two (2) years from the effective date of
expiration or termination of this agreement, from directly or indirectly
participating as an owner, partner, director, officer, employee, consultant,
lender or agent, or serve in any other capacity in any business engaged in
the sale or rental of products or services the same as or similar to those of
the Licensor, within a five (5) mile radius of the business location
operated pursuant to this agreement. This provision shall apply only in the
event of termination of this Agreement for cause as against Licensee;
9. To refrain from directly or indirectly participating as an owner, partner,
director, officer, employee, consultant, lender or agent, or serve in any
other capacity in any business engaged in the sale or rental of products or
services the same as or similar to those of the Licensor, within a two and
one-half (2 ½) mile radius of any other Woroco® branded station for the
remainder of the unexpired term of this agreement, or a period of two (2)
years from the date of termination, whichever period is greater. This
provision shall apply only in the event of termination of this Agreement
for cause as against Licensee;
10. To not operate, advertise or do business under any name or in any manner
that might tend to give the general public the impression that this license is
still in force or that Licensee is connected in any way with Licensor, or
has any right to use the Woroco® name or the marks;
11. To not make use or avail itself of any of the trade secrets of, trade dress or
information imparted by Licensor, or disclose or reveal any such
information or any portion thereof to others; and
12. To not construct, equip, help, aid, or assist any person or persons in the
construction or equipping of any premises the trade dress, distinctive
features or equipment layout which Licensor has originated and developed
and which are characteristic of premises operated by Licensor’s Licensees.
Licensee and Licensor acknowledge that the periods and geographical areas of restriction
within which Licensor has reserved its right regarding the continued operation by Licensee are
essential to this agreement, are fair and reasonable restrictions that afford a necessary protection
to Licensor and do not unduly interfere with any public interest or impose any undue hardship
upon Licensee. Licensee further agrees that any violation by Licensee of a provision of this
section is likely to cause damage to Licensor which may not adequately be compensated by
money damages and, therefore, agrees that injunctive relief is appropriate, in addition to any
other remedy provided for in this agreement or by law, without waiving Licensor’s rights to
submit any claim or controversy arising out of this agreement to arbitration in accordance with
Section 11 (below).
SECTION 11. MEDIATION AND ARBITRATION
Licensor and Licensee shall attempt in good faith to resolve all disputes between them
prior to commencing any legal action. If a dispute has not been corrected or resolved within a
reasonable time, not to exceed thirty (30) days, then either party will have the right to request
that the dispute be submitted to mediation before a retired Judge of the Superior Court of New
Jersey or another agreed upon provider of mediation services. If both Licensor and Licensee
agree in writing to mediate the dispute, then mediation proceedings will be conducted in
Middlesex County, New Jersey. If the parties agree to mediate a dispute, they will participate in
the mediation proceeding through its conclusion, as evidenced by the settlement of the dispute or
the mediator’s declaration that the mediation is terminated, and will continue to perform their
respective obligations under this agreement throughout the mediation process, however, Licensor
shall not be required to perform further hereunder in the event of non-payment by Licensee. All
statements, promises, offers, views and opinions made or communicated by either party in the
mediation proceeding will be secret and confidential in all respects, and will not be discoverable
or admissible for any purposes, including impeachment, in any litigation or other proceeding
between the parties. However, evidence otherwise discoverable or admissible will not be
excluded from discovery or admission as a result of its use in the mediation proceeding.
Unless explicitly exempted otherwise, any controversy or claim arising out of or relating
to this agreement or with regard to its interpretation, formation or breach or any other aspect of
the relationship between Licensee and Licensor, including claims of fraud in the inducement
(“claims”), which is not settled through negotiation or mediation, shall be arbitrated before a
retired Judge of the Superior Court of New Jersey. Unless required otherwise by state law or by
mutual agreement, the parties agree to arbitrate in Middlesex County, New Jersey. The parties
agree further that the Arbitrators may tender an interim ruling, including injunctive relief, and all
claims of any type by either party, including defenses, are included in the jurisdiction of
Either party shall send written Demand for Arbitration to the other party. Each party has
ten (10) days from the date of mailing of the demand for arbitration to provide a written list of
proposed arbitrators and shall in good faith seek to agree upon an Arbitrator from the list(s)
provided. In the event that the parties cannot agree, the dispute shall be submitted to the Superior
Court of New Jersey, Middlesex County which will appoint an Arbitrator.
Should either party fail or refuse to participate in mediation/arbitration, the other party
shall be entitled to apply to a court of competent jurisdiction to compel such participation.
Nothing herein shall prevent a party from seeking temporary injunctive relief from a court of
competent jurisdiction pending the outcome of mediation and or arbitration.
SECTION 12. NON-DISCLOSURE
Licensor will be disclosing and providing to Licensee certain confidential and proprietary
information concerning its business and the procedures, operations and data used in connection
with its business. Licensee shall not directly or indirectly furnish or disclose any information
regarding the Licensor’s business, advertising, publicity or promotional ideas to anyone except
Licensor. Licensor shall have the right to obtain injunctive relief in the event of the beach of this
subsection by Licensee, in addition to any and all other remedies and damages available to
SECTION 13. NAME
Licensee shall operate under the trade name designated or approved by Licensor and shall
use no other name in conducting its licensed business. The actual name of the proprietorship,
partnership or corporation of Licensee, however, specifically shall not include, in any fashion,
any of the Licensor’s marks.
Licensee shall include on all printed material used, authorized or distributed by him,
including, without limitation, all stationary, business cards, checks, receipt forms, advertising
and other printed materials, a statement that “this Woroco® branded station is independently
owned and operated” or similar statement approved in advance, in writing, by Licensor.
Licensee further shall display notices to this effect in the station location and at is entrances in
the form and manner directed by Licensor.
SECTION 14. MISCELLANEOUS
A. Severability. If any article, section, part, term, sentence or provision of this
agreement is determined to be invalid for whatever reason, all of the remaining
articles, parts, sections, terms and provisions of this agreement shall remain in full
force and effect as if the invalid part of this agreement were deemed not to be a
part of this agreement.
B. Conflicting Law. Should any provision of this agreement be in conflict with
local, state or federal law or regulation, the local, state or federal law or regulation
shall control and take precedence over any provisions of this agreement.
C. Venue and Jurisdiction. All mediation and/or arbitration hearings, litigation,
lawsuits, proceedings and other actions initiated by either party against the other
party will be venued exclusively in Middlesex County, New Jersey. The Licensee
acknowledges that Licensee and its officers, directors and employees have had
substantial business and personal contacts with Licensor in New Jersey.
Consequently, Licensee, each of its officers, directors and shareholders, and the
personal guarantors: (i) submit to personal jurisdiction in Middlesex County in
the State of New Jersey, for the purposes of any suit, proceeding or hearing
brought to enforce or construe the terms of this agreement or to resolve any
dispute or controversy arising under, as a result of, or in connection with this
agreement or the exclusive area, (ii) stipulate that any such mediation and/or
arbitration hearings, litigation, suits, proceedings, hearings or other actions will be
exclusively venued and held in Middlesex County, New Jersey; and (iii) waive
any rights to contest venue and jurisdiction in Middlesex County, New Jersey and
any claims that such venue and jurisdiction is invalid.
D. Entire Agreement. This agreement constitutes the entire and complete
agreement by and between the parties and supersedes any and all other prior or
contemporaneous agreements, understandings, conditions, warranties or
representations, oral or written, between the parties.
E. Amendments. This agreement may be modified, changed or amended only by
written agreement signed by both parties. Notwithstanding this section, Licensor
may unilaterally modify, revise and update the procedures or other materials
concerning the Woroco® name and mark.
F. Cost of Enforcing. In the event it becomes necessary for either party to institute
any action or proceeding to secure or protect such party’s rights under this
agreement, the successful party shall be entitled to recover in any judgment its
attorneys’ fees, together with court costs, and any and all filing fees and litigation
In any action or proceeding to restrain or enjoin others from infringing upon the
rights of Licensor, it is agreed that Licensor may select a legal counsel to be
retained and may have the right to control any action or proceeding. However, in
any action or other proceeding brought by Licensee against a Licensee or former
Licensee, Licensee shall have the right to control such litigation or proceeding
and shall pay all legal fees and other expenses incident thereto.
G. Waivers. Either party may waive any covenant or condition to be performed by
the other party only by executing a written agreement to that effect. Further, any
waiver by either party of any default or breach or series of defaults or breaches in
performance of any of the terms, provisions, covenants, or conditions of this
agreement to be performed by the other party shall not constitute a waiver of any
other breach, default of waiver of any terms, provisions, covenants or conditions
to be performed by the other party.
H. Approval or Consent of Licensor. In any section of this agreement in which
approval or consent of Licensor is required, Licensor may withhold such at its
sole discretion, except as otherwise set forth in this agreement.
I. Successors and Assigns. This agreement shall inure to the benefit of any
permitted successor or assign of either of the parties. Any assignee or successor
in interest to the Licensee or Licensor shall assume all of the rights, duties,
privileges and responsibilities of the Licensee or Licensor in this agreement.
J. Notice. Any notice required to be sent to Licensor shall be in writing and
forwarded to Licensor at its principal place of business at 40 Woodbridge
Avenue, Suite 203, Seawaren, New Jersey, 07077 with a copy to John J.
Sullivan, Jr., Esquire, 495 Union Avenue, Suite 2D, P.O. BOX 7, Middlesex,
New Jersey, and to the Licensee at the principal place of business designated by
K. Governing Law. Except to the extent governed by the United States Trademark
Act of 1946 (Lanham Act, 15 U.S.C. S 1051 et. seq.), this agreement and the
relationship between Licensor and Licensee will be governed by the laws of the
state where the station location is located. The provisions of this agreement
which conflict with or are inconsistent with applicable governing law will be
superseded and/or modified by such applicable law only to the extent such
provisions are inconsistent. All other provisions of this agreement will be
enforceable as originally made and entered into upon the execution of this
agreement by Licensee and Licensor.
L. State Modifications. If applicable, the following states have statues which may
supersede the provisions of this agreement if Licensee’s relationship with
Licensor in the areas of termination and renewal of Licensee: ARAKANSAS
[Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code Sections 20000-
20043], CONNETICUT [Gen. Stat. Section 42-133 e, et. seq.], DELAWARE
[Code Section 2552], ILLINOIS [Rev. Stat. Sections 1719-1720], INDIANA
[Stat. Section 23-2-2.7], MICHIGAN [Stat. Section 19.854(27)], MISSISSIPPEI
[Code Section 75-24-51], MISSOURI [Stat. Section 407.400], NEBRASKA
[Rev. Sta. Section 87-401], NEW JERSEY [Stat. Section 56:10-1], VIRGINIA
[Code 13.1-557-574-13.1-564] and WASHINGTON [Code Section 19.100.180].
These and other states may have court decisions which may supersede the
provisions of this agreement in Licensee’s relationship with Licensor in the areas
of termination and renewal of the License.
SECTION 15. GUARANTY
For and in consideration of this agreement, and to induce Licensor to enter into this
agreement with Licensee, the undersigned guarantors, if deemed necessary in the sole discretion
of Licensor, shall execute this agreement as guarantors and shall hereinafter be referred to
collectively as Guarantor. Each Guarantor hereby agrees to be jointly and severally liable to
Licensor that Licensee will perform during the term and any renewal of this agreement each and
every covenant, condition, agreement and undertaking to be performed by Licensee. In addition,
Guarantor agrees that in the event Licensee fails or refuses to make any payment required by this
agreement, Guarantor will make any and all payments to Licensor. If, for whatever reason,
Guarantor is held as a matter of law to not be required to perform any nonpayment obligation of
this agreement, Guarantor will nevertheless continue to insure and/or make all payments to
Guarantor further waives (a) demand or notice of non-performance and (b) the right to
require Licensor to proceed against Licensee and agrees that Licensor may proceed against
Guarantor directly and independently of Licensee. Guarantor further agrees that this guaranty
shall extend to any and all extensions, renewals, amendments or other modifications of said
agreement. The guaranty shall inure to the benefit of and be binding upon the heirs, executors,
administrators, successors and assigns of the undersigned Guarantor.
Guarantor’s liability hereunder shall be limited with respect to monetary damages to
those damages sustained prior to termination of this Agreement and for a period of one (1) year
thereafter, subject to Licensor’s affirmative duty to mitigate damages.
SECTION 16. BUSINESS ORGANIZATION
A. If Licensee is an individual, he or she is over the age of 18 and is not under any
B. If a corporation, partnership or limited liability company, Licensee is organized
under the laws of the State of New Jersey.
C. If a corporation, partnership or limited liability company, the following is a list of
the names and addresses of each shareholder, officer, partner or member who is
involved in the licensed business.
NAME COMPLETE ADDRESS OWNERSHIP OFFICE
SECTION 17. CERTIFICATIONS
Licensee and Guarantors hereby certify that they have read the License Agreement and
understands the terms and provisions thereof. Licensee certifies that this agreement is entered
into free of fraud, duress, overreaching or undue influence and Licensee has been granted
adequate time to review this Agreement and consult independent counsel regarding its meaning.
SECTION 18. EXPIRATION/RENEWAL
This agreement shall expire on _______________ _____, 20___. Upon expiration, the
parties shall be obligated to perform all acts required under the termination section of this
The Licensor may renew this agreement upon the same terms and conditions contained
herein or offer renewal pursuant to revised terms and conditions. In particular, Licensee may
renew this agreement only in connection with the simultaneous renewal of a lease between
Licensee and ______________________for the licensed location. Failure to renew said lease
shall be good cause for the non-renewal of this agreement.
Licensor shall not fail to offer Licensee a renewal of this agreement without good cause.
SECTION 19. INCORPORATION
This Agreement is contingent and upon and shall become effective upon a) closing of
title pursuant to a Contract for Sale of Business between licensee and Woroco Enterprises, LLC,
b) execution of a Lease between Licensee and ____________________. for the location
referenced herein, c) execution of a collateral Agreement between the parties and d) execution of
all other documents referenced in said Agreements. Otherwise, this Agreement shall be null and
IN WITNESS WHEREOF, the parties have hereunto executed this License Agreement
the day and year first above written
Woroco Management, LLC