Exhibit 10.8
TRADEMARK LICENSE AGREEMENT
---------------------------
THIS AGREEMENT made and entered into as of the 18th of
March, 1985 by
and between RAYMARK INDUSTRIES, INC. ("Raymark"), a Connecticut
corporation, 100
Oakview Drive, Trumbull, Connecticut 06611, and Brake Systems, Inc.
("BSI"), a
Connecticut corporation, 75 East Main Street, Stratford,
Connecticut 06497.
WITNESSETH
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WHEREAS, Raymark manufactures and/or sells through its
Brake Systems
Division a complete line of dry brake friction products for
on-highway vehicles
("Friction Products") including, without limitation, brake linings,
relined
brake shoes, disc brake pads and brake blocks and a complete line
of hydraulic
brake products ("Hydraulic Brake Products") including, without
limitation, new
and remanufactured master cylinders; wheel cylinders for drum brake
systems;
brake drums; hubs and rotors (new and remanufactured) for disc
brake systems;
calipers for disc brake systems; drum brake, disc brake, wheel
cylinder, caliper
and master cylinder repair kits; brake hose; brake cable; brake
hardware; brake
fluid; rivets; brake tools and equipment; springs; push-rods and
pistons for
hydraulic clutch master cylinder assemblies and repair kits
therefor; and
hydraulic clutch slave assemblies and repair kits therefor; and
WHEREAS, Raymark manufactures and sells through its
Industrial Division
a variety of dry and wet friction products ("Industrial Friction
Products")
including, without limitation, automatic transmission parts,
compressed sheet
resins, oil-emersed friction products, adhesives, sintered metal
products,
molded and woven clutch facings, plastic products, industrial brake
linings and
other industrial friction material; and
WHEREAS, Raymark is the owner of the trademark RAYBESTOS
which it uses
in connection with the manufacture and/or sale of Friction
Products, Hydraulic
Brake Products and Industrial Friction Products; and
WHEREAS, Raymark and BSI have entered into an Agreement
relating to the
sale to BSI of certain assets of the Brake Systems Division; and
WHEREAS, Raymark is willing to license BSI and Raybestos
Canada, Inc.
(hereinafter BSI shall mean Brake Systems, Inc. and/or Raybestos
Canada, Inc.,
and Raybestos Canada, Inc. shall be bound by all of the terms,
conditions and
covenants of this Agreement) to use the trademark RAYBESTOS on and
in connection
with the manufacture and sale of Friction Products and Hydraulic
Brake Products
on the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants
hereafter set
forth, the parties agree as follows:
1. Grant
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Subject to the terms and conditions of this Agreement,
Raymark hereby
grants to BSI an exclusive, royalty-free, world-wide (except for
the countries
listed in Exhibit A) license to manufacture, have manufactured, use
and sell
products for on-highway vehicles bearing the trademark RAYBESTOS as
follows: (i)
Hydraulic Brake Products now existing or subsequently developed;
(ii) Friction
Products now existing or subsequently developed from existing
materials for
on-highway vehicles in Classes I-VI, motorcycles and racing cars;
(iii) Friction
Products for on-highway vehicles in Classes VII and VIII which are
sold only
through automotive warehouse distributors; and (iv) new products
made with
subsequently developed brake materials for use in friction products
for
on-highway vehicles in Classes I-VI, motorcycles and racing cars,
and on-highway
vehicles in Classes VII and VIII sold only through automotive
warehouse
distributors ("New Products").
BSI shall not use and/or advertise the trademark RAYBESTOS
in
association with any products or services other than (i) Hydraulic
Brake
Products, (ii) Friction Products, and (iii) New Products, as above
defined.
2
BSI shall have the right to use the trademark RAYBESTOS in
connection
with the advertising, promotion, distribution, and sale of such
products bearing
the trademark RAYBESTOS including, without limitation, on cartons
and boxes, in
advertisements, on signs and in catalogs and brochures. It is
agreed that BSI
may use the trademark RAYBESTOS in association with Hydraulic Brake
Products,
Friction Products and/or New Products in advertisements, brochures,
and catalogs
which contain other trademarks and products associated with such
other
trademarks, provided that RAYBESTOS brand products are segregated
from other
brand products and BSI adheres to the provisions of the preceding
paragraph and
the second paragraph of Section 4.
2. Quality Standards
-----------------
BSI agrees that the quality standards of Hydraulic Brake
Products
identified by the trademark RAYBESTOS will be equal to the quality
standards of
the Hydraulic Brake Products currently sold by Raymark. BSI agrees
that the
quality standards of Friction Products and New Products identified
by the
trademark RAYBESTOS will be equal to the quality standards of
Friction Products
manufactured by Raymark at the date hereof.
BSI shall, upon request of Raymark, submit a reasonable
number of
samples of Hydraulic Brake Products, Friction Products and New
Products as
manufactured under the trademark RAYBESTOS and shall, at all
reasonable times,
permit Raymark or its authorized agent to examine the finished
products
manufactured under the trademark RAYBESTOS by or for BSI and all
quality control
test data pertaining thereto, in order that Raymark may determine
whether such
products conform to the quality standards established by Raymark.
3. Term
----
This Agreement shall be effective at the date hereof and
continue
indefinitely, provided, however, that chronic inability or failure
on the part
of BSI to meet the quality standards
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