EXHIBIT 10.7
TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT, effective as of the 4th day of January, 2003, is entered
into between PANAMCO BAJIO, S.A. DE C.V., a corporation organized and existing
under the laws of the Republic of Mexico, with offices at Blvd. Manuel Avila
Camacho No. 40, Torre Esmeralda Piso 21, Lomas De Chapultepec, C.P.11000
Mexico, D.F. (hereinafter referred to as "BAJIO") and THE COCA-COLA COMPANY, a
corporation organized and existing under the laws of the State of Delaware,
United States of America, with an office at One Coca Cola Plaza, City of
Atlanta, State of Georgia, United States of America, (hereinafter referred to
as "LICENSEE"). BAJIO and LICENSEE are referred to herein individually as a
"Party" and collectively as the "Parties."
WITNESSETH:
WHEREAS, BAJIO has the exclusive rights over the trademarks in the
International Class 32 under the registration numbers 436643 RISCO, 455234
RISCO and DESIGN and 458791 WATER CONTAINER DESIGN, (hereinafter referred to
as the "Trademarks") in the Republic of Mexico (hereinafter referred to as the
"LICENSED TERRITORY"), said Trademarks are set forth in Schedule A attached
hereto;
WHEREAS, BAJIO has the right to license the Trademarks to LICENSEE and
has not entered into any agreements written or otherwise that would prohibit
BAJIO from granting a license to the Trademarks;
WHEREAS, the Parties have arranged and agreed to permit LICENSEE to
prepare, package and sell within the LICENSED TERRITORY, a purified water
(hereinafter referred to as the "PURIFIED WATER") under the Trademarks.
WHEREAS, the Parties may enter into future agreements in writing in
relation to the PURIFIED WATER, within the scope of this Agreement including,
but not limited to, an
authorization to the BAJIO to continue preparing, packaging and selling the
PURIFIED WATER in the Republic of Mexico, so long as such future agreements
are duly signed by the Parties;
WHEREAS, the Parties have agreed to record this Agreement and any
relevant subsequent amendments thereto with the Instituto Mexicano de la
Propiedad Industrial (hereinafter referred to as "IMPI");
NOW, THEREFORE, in consideration of the premises and of the mutual
promises hereinafter set forth, the Parties agree as follows:
1. The term of this Agreement (hereinafter the "Term") shall commence on
the Effective date of January 4, 2003 and shall expire on December 31, 2005.
2. BAJIO has all rights and interest to the Trademarks, including all
goodwill attached thereto, in and to the Trademarks, and all trademarks rights
embodied therein shall at all times be solely vested in the BAJIO. The
LICENSEE has no right, title, interest or claim of ownership in the
Trademarks, except for the license expressly granted in this Agreement.
3. BAJIO hereby grants to LICENSEE a non-exclusive license to use the
Trademarks in the LICENSED TERRITORY in connection with the manufacture and
sale of PURIFIED WATER. In consideration to the rights hereby granted, the
LICENSEE promises to enter into an agreement with BAJIO during the first
quarter of 2003, whereby BAJIO will be given right to promote the Ciel Brand
and be compensated for promoting the Ciel Brand and for executing THIS
AGREEMENT.
4. In preparing the PURIFIED WATER to be sold and distributed by LICENSEE
under the Trademarks; LICENSEE shall strictly conform to the formulae,
standards, specifications, processes and instructions furnished to LICENSEE by
the PROPIETOR. LICENSEE agrees to maintain the same quality standards for
using the Trademarks in connection with the PURIFIED WATER as described above.
LICENSEE agrees to only apply such Trademarks to the PURIFIED WATER as
required by the BAJIO and permitted by all
applicable laws, rules and regulations in order to protect and preserve the
BAJIO's rights in the Trademarks.
5. LICENSEE agrees that it will not at any time impair, disparage or
dilute the strength, validity or enforceability of the Trademarks, or commit
any act which may in any way impair the right of BAJIO in and to the
Trademarks. LICENSEE agrees that in using the Trademarks, LICENSEE will not
represent in any way that LICENSEE has any right, title or interest in and to
the Trademarks;
6. The Parties agree to do all acts or things, including execution of all
necessary documents to secure and maintain the Trademarks registration in
Mexico. The Parties agree to take all steps to maintain, prove usage, oppose
or handle opposition and cancellation proceedings or renew the Trademarks
registration, including but not limited to filing appropriate documentation
with the IMPI or other government agencies. During the Term, BAJIO agrees to
provide LICENSEE with written notification of BAJIO's intent to abandon,
forfeit, or cancel the Trademarks registration and will permit LICENSEE the
opportunity to maintain or renew such registration at LICENSEE's expense.
BAJIO agrees to provide LICENSEE with the necessary specimens, documentation,
and information reasonably requested by LICENSEE to pursue and maintain such
Trademarks registration;
7. Except as expressly set forth in the Agreement, no other rights to or
licenses of the Trademarks are granted by the Agreement;
8. The Parties agree that upon expiration of the Agreement and written
notice to LICENSEE, BAJIO may at its sole option, apply for cancellation of
this Agreement with the IMPI. LICENSEE hereby agrees to execute any required
documents that the BAJIO may request in connection with canceling the
recordation of this Agreement;
9. The foregoing license is nontransferable and shall automatically
expire at the conclusion of the Term.
IN WITNESS WHEREOF, the Parties hereto have caused this Trademark
License Agreement to be executed by their duly authorized representatives.
PANAMCO BAJIO, S.A. DE THE COCA-COLA COMPANY
C.V.
By:/s/ Sergio Robeda By:
--------------------------------- ------------------------------
SERGIO ROBLEDA Title):
(Title): Chief Financial Officer
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RISCO 436643 32 Toda clase de cervezas; aguas mine-
rales y gaseosas y otras bebidas no
alcoholicas; bebidas y zumos (jugos)
de frutas; siropes (jarabes) y otras
preparaciones para hacer bebidas.
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SIN DENOMINACION 458791 32 Toda clase de cervezas; aguas mine-
(DISENO) rales y gaseosas y otras bebidas no
(GARRAFON) alcoholicas; bebidas y zumos (jugos)
de frutas; siropes (jarabes) y otras
preparaciones para hacer bebidas.
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RISCO 455234 32 Toda clase de cervezas; aguas mine-
rales y gaseosas y otras bebidas no
alcoholicas; bebidas y zumos (jugos)
de frutas; siropes (jarabes) y otras
preparaciones para hacer bebidas.
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Schedule "A"