Producer Non Exclusive License Agreement

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Producer Non Exclusive License Agreement Powered By Docstoc
                                      MEMPHIS, TENNESSEE

1. Parties
A. The National Hardwood Lumber Association (NHLA) is a non-profit corporation with its main
business location at 6830 Raleigh-LaGrange Road, Memphis, TN 38184.

B. PRODUCER is the company whose formal name appears on the last page of this Contract.

C. PRODUCER’S PLANT. This Contract covers only those fabricated PALLETS, CRATES,
ETC. (hereafter called PACKAGING MATERIALS) produced at the following plant (“The Plant”)
operated by PRODUCER:

                                         (Name of Plant)
                                         (City and State)
2. Definitions:
“MARK”. The term “mark” when used in this contract means any trademark, service mark,
collective mark, or certification mark, whether registered or not.

“PACKAGING MATERIALS”. This includes and is limited to pallets, crates, boxes, and other
packing items fabricated from hardwoods and softwoods.

“ALSC”. This is the American Lumber Standard Committee.

“IPPC”. This is the International Plant Protection Convention.

“ALSC REQUIREMENTS”. These are ALSC Enforcement Regulations and ALSC Policies.

3. Consideration. This agreement is entered into in consideration of the mutual benefits flowing
from execution of this contract, of a separate Heat Treatment Audit Service Contract (if
applicable) and other good and sufficient consideration.

Builder’s Audit Mark Contract 11/03                                         Page 1 of 5
4. License of the NHLA Audit Mark. NHLA grants to PRODUCER a non-exclusive license,
subject to the terms and conditions of this Contract, to affix the appropriate NHLA Audit Mark on
WOOD PACKAGING MATERIALS which are assembled at and only at PRODUCER’S PLANT
listed above. This contract prohibits subsequent re-manufacture or otherwise altering
PRODUCERS’ finished products by third parties without re-inspection by a NHLA auditor. Any
use by PRODUCER’S PLANT of any NHLA Audit Mark must be in accordance with the then-

5. Standards. PRODUCER will place the NHLA Audit Mark only on assembled WOOD
PACKAGING MATERIAL produced at The Plant in compliance with the NHLA AUDIT
effect at the time of production. This rule applies to skids, spacers and similar items.

6. Failure to Comply with Standards. If PRODUCER manufactures WOOD PACKAGING
MATERIAL which do not comply with NHLA Audit Procedures and the ALSC REQUIREMENTS
in effect at the time of production, then NHLA may (A) terminate this Contract, or (B) remove the
NHLA Marks from any non-complying products at PRODUCER’S expense or both.

7. Inspection. PRODUCER will allow representatives of NHLA and/or ALSC to enter
PRODUCER’S premises at any reasonable times, and PRODUCER agrees to cooperate fully to
help, to:

        A. Inspect PRODUCER’S equipment, processes, operations, books and records.

        B. Verify compliance with NHLA Audit Procedures and ALSC Procedures for WOOD

        C. Select and test samples of products at plant and at locations other than the point of

8. Stamps, Ink, Products, Etc. In order to protect and preserve the uniqueness and
permanence of the NHLA Audit Mark, certain standards must be maintained for the way in
which the mark is made, applied or used. For that purpose, PRODUCER will need and use
certain supplies.

        A. Stamps. PRODUCER shall use no stamps bearing the NHLA AUDIT MARK, unless
        they have been furnished by NHLA. At all times those stamps will remain the property of
        NHLA. NHLA will furnish them to PRODUCER at NHLA’s actual cost. PRODUCER
        will not alter or mutilate the stamps, and will take reasonable precaution against their
        damage, loss, theft, or misuse and promptly report any loss, theft, or misuse to NHLA.

        B. Ink, Etc. PRODUCER shall obtain from NHLA all ink and other equipment and
        supplies necessary for the correct and legible application of the NHLA Audit Mark to the
        WOOD PACKAGING MATERIAL, all of which ink and other equipment and supplies
        NHLA shall furnish to PRODUCER at NHLA’s actual cost.

        C. Place of Application. PRODUCER shall apply the stamps, marks and the like only at
        the plant covered by this contract, and not anywhere else; not, for example, at the
        business place of wholesalers, retailers, customers, or on trucks, or anywhere else.

Builder’s Audit Mark Contract 11/03                                           Page 2 of 5
9. Protection of the Mark. PRODUCER agrees to help NHLA protect NHLA rights to its marks,
as follows:

        A. Unauthorized Use. PRODUCER will notify NHLA of any possibly unauthorized uses of
        the NHLA Audit Mark which come to its attention. NHLA reserves the right to decide
        what constitutes an infringement of the NHLA Audit Mark, and to decide what action, if
        any (including legal action), will be taken. Any legal action relating to unauthorized use
        by others than PRODUCER will be taken only by, will be financed by, and will be
        controlled by NHLA. PRODUCER agrees to cooperate and assist NHLA in any such
        action to enforce the NHLA Audit Mark.

        B. Claims against PRODUCER. If a claim is made against PRODUCER (in a lawsuit or
        otherwise) that PRODUCER’S use of the NHLA Audit Mark is improper or constitutes an
        infringement, or a breach of the implied warranty against infringement continued in
        Section 2-312(3) of the Uniform Commercial Code or any similar statute or rule law,
        PRODUCER will immediately notify NHLA and immediately forward to NHLA a copy of
        any written claim or suit papers which it has received. In that event, PRODUCER agrees
        that NHLA has a right to intervene itself and/or at NHLA’s expense, assume the defense
        of the Marks or the defense of PRODUCER or maintenance or defense of the claim or of
        the suit.

        C. Challenge. PRODUCER agrees that it will not in any way challenge or contest the
        validity, registration, licensing or ownership by NHLA of the NHLA Audit Mark.

10. Duration and Termination. The term of this Contract is fi ve years and, in the initial term
hereof is not expressly renewed and unless this agreement is terminated, it will be deemed
automatically renewed, upon expiration of the initial or any annual term, for an additional term of
one year, from year to year until terminated. It may be terminated as follows:

        A. Termination by PRODUCER. PRODUCER may terminate this Contract at any time,
        effective immediately upon written notice, for any reason.

        B. Termination by NHLA. NHLA may terminate this agreement (including all licenses in
        it) at any time, effective upon notice for any reason if PRODUCER:

                i. Fails or refuses for any reason to continuously comply with the then applicable
                NHLA Audit Procedures or ALSC REQUIREMENTS for use of its mark.

                ii. Uses or permits the use of the NHLA Audit Mark in an unauthorized manner, or
                in non-compliance with paragraph 4 or 5 of this agreement or any of the matters
                referenced therein.

                iii. Fails or refuses to comply with any of the provisions of this License Agreement
                of the Service Contract.

        C. Automatic Termination. This agreement will automatically terminate.

                i. If PRODUCER is liquidated, ceases to engage in the business of
                manufacturing WOOD PACKAGING MATERIAL or sells all or substantially all of
                its assets, merges into another entity, or it a controlling interest in PRODUCER is
                sold, without NHLA’s prior written approval (which approval, or not, shall be in the
                sole discretion of NHLA);

Builder’s Audit Mark Contract 11/03                                            Page 3 of 5
                ii. If PRODUCER attempts to assign this contract or any rights in it to anyone else.

        D. Effect of Termination on Certain Provisions. Any termination by any party will not affect
        protection of the Mark, any fees then due, return of NHLA Marks or property, indemnity, or

        E. Return of Property. Upon the termination of this Contract for any reason, PRODUCER
        shall immediately return to NHLA (at no cost to NHLA) all stamps or other material
        bearing the NHLA Mark and all marking supplies (except ink) and, fro termination forward,
        will not apply or use the NHLA Mark. PRODUCER may of course sell or dispose of any
        inventory bearing the Mark, if it complies with NHLA and ALSC REQUIREMENTS.

11. Warranty, Indemnity, Etc. PRODUCER is responsible for the proper use of the NHLA Audit
Mark and such use shall not be deemed to constitute a representation or warranty that either
NHLA or ALSC has inspected the products to which the Mark is attached or that any such product
conforms to applicable standards. PRODUCER hereby agrees to indemnify and hold NHLA and
ALSC (and the officers, directors, agents, servants or employees of either of them) harmless from
any and all claims for loss, damage, liability or expense, arising out of or in
any way connected with the production, storage, transport, use or sale by PRODUCER of WOOD
PACKAGING MATERIAL to which PRODUCER has affixed the NHLA Audit Mark.

12. Not NHLA Agents, Etc. Nothing contained in this Agreement shall be deemed to constitute
PRODUCER or any of its officers, directors, partners, agents, servants or employees as agents of
NHLA or ALSC for any purpose whatsoever.

13. Arbitration. NHLA and PRODUCER agree that, with two exceptions, any claims, disputes,
suits, demands or problems between NHLA and PRODUCER will be arbitrated in Memphis, TN
(unless otherwise agreed in writing) pursuant to the rules of the American Arbitration Association.
The only exceptions to this are that, at the sole election of NHLA, the following may be
maintained in any court of applicable jurisdiction, and in that event will not be and will not be
claimed by PRODUCER to be a waiver by NHLA of the arbitration requirement:

        A. Indemnity. Any claim by NHLA for indemnity of NHLA by PRODUCER, where NHLA
        has been sued in any matter related to products produced or sold by PRODUCER; or

        B. Equitable Relief. Any claim by NHLA for any injunction or an accounting relating in any
        way to PRODUCER’S compliance with this Contract, or the trademark laws.

14. Applicable Law. This Contract, and any rights under it or related to it not governed by
Federal law, will be interpreted or decided in accordance with the law of the State of Tennessee.

15. Previous Contracts. Execution of this Contract supersedes all previous versions of the Audit
Mark Licensing Agreement, for all future purposes, but shall have no effect on any rights or
liabilities which have already accrued under earlier contracts, and in particular will have no effect
on and will not rescind the arbitration clause or the indemnity clause of any prior contract, as to
products already produced or already sold.

16. Notice. Any notice permitted or required by this Agreement shall be considered to have
been “given” if sent by United States mail, registered or certified, postage prepaid, to the normal
business address of the addressee, or to such other address as the parties may designate in

Builder’s Audit Mark Contract 11/03                                            Page 4 of 5
The effective date of this contract shall be _________________________.

                                      NATIONAL HARDWOOD LUMBER ASSOCIATION

                                      By: __________________________________________

                                      Title: ________________________________________

                                      Date Signed: __________________________________


Witness’ Signature


Witness’ Name



                                                   (Full Corporate Name)

                                      Corp. Office Address: ___________________________

                                      City: __________________, State ____ Zip __________

                                      By: __________________________________________

                                      Title: ________________________________________

                                      Date Signed: __________________________________


Witness’ Signature


Witness’ Name

Builder’s Audit Mark Contract 11/03                                        Page 5 of 5

Description: Producer Non Exclusive License Agreement document sample