THIS AGREEMENT, made and entered into as of ____________(date), by and between THE MERITAGE(R) ASSOCIATION, a California non-profit mutual benefit association, with its principal place of business at 7415 Saint Helena Hwy. (P.O.Box 2818), Yountville, CA 94599, hereinafter designated LICENSOR, and __________________________________, a (partnership, sole proprietorship, or corporation), with its principal place of business at ___________________________________________, designated LICENSEE;
WHEREAS, LICENSOR has adopted and is exercising legitimate control over the use of the certification mark MERITAGE(R) (hereinafter the "Mark");
WHEREAS, LICENSEE is desirous of obtaining a license to use said Mark;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and undertakings hereinafter set forth, it is agreed:
LICENSOR grants to LICENSEE a non-exclusive, non-transferable license, without right of sublicense, to use said Mark as a certification mark for wines and LICENSEE accepts such grant subject to the following terms and conditions.
Said Mark is and shall remain the sole property of LICENSOR and no right, title or interest therein is transferred by the Agreement to LICENSEE, except the right to use said Mark as a certification mark on wine that meets the criteria set forth in Paragraph 3 hereof.
LICENSEE agrees to limit its use of said Mark as a certification mark to red or white wine which shall meet the following standards and quality controls which have been described and approved by LICENSOR:
Red wine may be designated as Meritage(R) if it is made from a blend of two or more of the following varieties: Cabernet Sauvignon, Merlot, Cabernet Franc, Malbec, Petit Verdot, St. Macaire, Gros Verdot, and Carmenere. No single variety may make up more than 90 percent of the blend.
White wine may be designated as Meritage(R) if it is made from a blend of two or more of the following varieties: Sauvignon Blanc, Semillon and Sauvignon Vert. No single variety may make up more than 90 percent of the blend.
LICENSEE agrees to permit LICENSOR or its appointed agent at any time to inspect and determine the quality and nature of the goods and inspect the winery records of LICENSEE so as to determine whether or not LICENSEE is maintaining the above-mentioned standards.
LICENSEE shall provide in writing a list of all wines it intends to promote as Meritage(R) blended wines produced prior to entering into this agreement along with copies of the labels of such wines. It shall also submit copies of labels and materials using the association Marks at the time the labels or materials are released to the public.
LICENSEE agrees that its use of said Mark hereunder shall be on behalf of and shall inure to the benefit of LICENSOR, and that it will not in any way dispute or impugn the validity of said Mark, and registration thereof, or the right of LICENSOR thereto, or contest the right of LICENSOR to license the use of the Mark to licensees that meet the above-mentioned standards, both during the period of the Agreement and thereafter.
In consideration for the granting of this License to LICENSEE by LICENSOR, LICENSEE agrees to compensate LICENSOR by paying to LICENSOR an initial fee of one dollar per case based on annual production up to five hundred dollars ($500.00) for the first license year this Agreement. Subsequent fees shall be set by the LICENSOR but shall not increase without the approval of the Board of Directors at its annual meeting. Said fee shall be due and owing at the commencement of a license year. The first license year shall commence upon the execution of this Agreement and each subsequent license year shall commence on the anniversary of the date of execution of this Agreement. If this Agreement is terminated prior to the expiration of a full year or the completion of the final year, the aforestated license fee for that year shall not be prorated.
Unless sooner terminated as provided herein, this Agreement shall continue in force and effect for a period of one (1) year and will be renewed automatically upon payment of the annual licensing fee as set by the licensor for additional one (1) year periods unless LICENSOR notifies LICENSEE or LICENSEE notifies LICENSOR in writing at least thirty (30) days in advance of the anniversary date of the commencement date of this Agreement that it does not wish to continue with the Agreement the following year. In the event that proper notice is timely given, the Agreement shall terminate at the conclusion of the then existing license year, as defined in Paragraph 7. LICENSOR shall not revoke nor fail to renew any LICENSE without cause.
LICENSEE will notify LICENSOR at the time of execution of this license and at the time of its annual renewal the wines it intends to bottle during the annual term of the license.
LICENSOR shall have the right to terminate this Agreement at any time by giving thirty (30) days' written notice to LICENSEE to that effect if LICENSEE acts in bad faith and/or violates any terms and conditions of this Agreement.
Upon termination of this Agreement or any renewal thereof as provided herein, LICENSEE agrees to immediately:
Discontinue use of the Mark in any manner and not to use thereafter the Mark or any notation, symbol, or mark confusingly similar thereto; and
In the event the LICENSEE has acted in bad faith and/or violated any terms of this Agreement, LICENSEE shall deliver up to LICENSOR or its appointed agent all advertisements, promotional materials, labels and other printed materials, and all or other items whatsoever bearing the Mark.
This Agreement shall not be assignable by LICENSEE without express prior written consent from LICENSOR.
LICENSEE shall promptly notify LICENSOR in writing of any infringements or unauthorized use of the Mark which may come to the attention of LICENSEE.
LICENSEE shall not use or adopt the Mark as its business name and shall not use or adopt the Mark in combination with its business name.
The relationship between THE MERITAGE(R) ASSOCIATION and ________________ shall be as Licensor and Licensee, respectively, and this Agreement shall not be construed to constitute either party the agent, partner or legal representative of the other, nor shall this Agreement be deemed to establish a joint venture or partnership.
The LICENSEE agrees to send two bottles of each Meritage(R) wine produced for ten vintages to Neil Edgar who coined the term Meritage(R). Such wines will be shipped by the LICENSEE at the LICENSEE's expense to 1822 21st Street, Sacramento, CA 95814, or at an address indicated by Neil Edgar or the licensor.
This Agreement shall be construed according to the laws of the State of California.
This Agreement constitutes the entire agreement and understanding between the parties and cancels, terminates and supersedes any prior agreement or understanding between the parties relating to the Mark.
This Agreement shall not be altered, modified, or varied except in writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives thereunto duly authorized effective as of the day and year first above written.