Exhibit 10.7
LICENSE AGREEMENT
THIS LICENSE
AGREEMENT (this “ Agreement
”), made and entered into as of this 24 th
day of March 2008 (the “ Effective Date
”), by and between ZOOTS CORPORATION
, a corporation organized and existing under the laws of the
State of Delaware (“ Licensor
”), and USDC PORTSMOUTH,
INC. , a corporation organized and existing under the
laws of the State of California (“
Licensee
”).
RECITALS
WHEREAS ,
Licensor is the owner of all right, title, and interest in
and to: (i) common law rights and the listed federal
trademark registrations in and for the service marks ZOOTS
(Reg. Nos. 2,631,264; 2,620,976; 2,428,729; 2,282,160), THE
CLEANER CLEANER, ZOOTS THE CLEANER CLEANER (Reg. Nos.
2,620,975; 2,531,165) (all of the foregoing used for dry
cleaning and laundry services), and the goodwill embodied
therein, and (ii) the Internet domain name zoots.com and
the content contained thereon(collectively, the “
Licensed
Marks ”);
WHEREAS,
pursuant to a Secured Party Sale Agreement, dated of even
date herewith (the “ Sale Agreement
”), and related documents, Licensee is purchasing
certain assets of Licensor, including without limitation
certain dry cleaning businesses located in Commonwealth of
Virginia and in the States of Georgia, Maryland, North
Carolina, and South Carolina (the “ Territory
”);
WHEREAS ,
Licensor intends to continue to use the Licensed Marks
outside the Territory but wishes to license to Licensee the
exclusive right to use the Licensed Marks in the
Territory;
NOW,
THEREFORE , in consideration of the mutual covenants
herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1.
Grant and Scope of License.
1.1
Grant of
License .
Subject to Section 2.1, Licensor
hereby grants to Licensee an exclusive, perpetual,
royalty-free, nontransferable, nonsublicensable license to
use the Licensed Marks (and the goodwill embodied therein) in
the Territory (the “ License ”)
for the purpose of offering dry cleaning and laundry
services. The sole exception to the exclusivity of
the License shall be that Licensor will retain the right to
use the Licensed Marks in the Territory for a limited
transition period beginning on the Effective Date and ending
thirty (30) days after the Effective Date. The
License shall include without limitation the right for
Licensee to use the mark ZOOTS as part of the domain name
zootsva.com and domain names identifying other web sites
related to Licensee’s stores within the Territory (
“Territory Store
Sites” ), as well as the right to use all trade
dress and “look and feel” of Licensor’s
zoots.com web site on the Territory Store Sites.
1.2
Initial
Licensor Link to zootsva.com Web Site.
For a period of six (6) months after the Effective Date,
Licensor agrees to maintain its existing zoots.com web site
in accordance with its recent past practice; and to place a
prominent link on the zoots.com web site to the zootsva.com
web site. Licensee shall reimburse Licensor for
direct, reasonable and documented costs relating to the
maintenance of such link.
2.
trademark use and protection .
2.1
Goodwill;
Quality
Control . Licensee shall
use the Licensed Marks in accordance with Licensor’s
acceptable use policies regarding such Licensed Marks provided
to the Licensee prior to the date hereof (if any), and
Licensee acknowledges that its use of the Licensed Marks shall
inure to the benef
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