TRANSITION TRADEMARK LICENSE AGREEMENT
THIS TRANSITION TRADEMARK LICENSE AGREEMENT ("Agreement") is entered
into on this ___ day of _______________, 2003 (the "Effective Date") between
CONAGRA FOODS, INC. and CONAGRA BRANDS, INC. (collectively, "Licensors") and
PILGRIM'S PRIDE CORPORATION ("Licensee").
WITNESSETH
WHEREAS, Licensors are the owners of all right, title and interest, and
all goodwill, in the respective trademarks identified on Exhibit A attached
hereto ("Licensed Trademarks").
WHEREAS, Licensee has entered into a certain stock purchase agreement
dated __________, 2003 (the "Stock Purchase Agreement") with ConAgra and/or one
or more of its affiliates, pursuant to which Licensee has agreed to purchase
certain assets relating to the Business (as the term "Business" is defined in
the Stock Purchase Agreement).
WHEREAS, Licensee desires to obtain a license from Licensors to use the
Licensed Trademarks in connection with the sale of such processed chicken
products as were being sold by the Business under the Licensed Trademarks as of
the Effective Date (the "Licensed Products"), and Licensors desire to grant
Licensee such a license, pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements hereinafter contained, it is agreed as follows:
1. GRANT OF LICENSE
(a) Licensors hereby grant to Licensee (including its
Affiliates, as the term "Affiliates" is defined in the Stock Purchase
Agreement), and Licensee hereby accepts from Licensors, a non-exclusive,
royalty-free and limited license to use the Licensed Trademarks in connection
with the sale, production, processing, marketing, advertising, and distribution
of the Licensed Products and such related activities as were being conducted by
the Business under the Licensed Trademarks as of the Effective Date, pursuant to
the terms and conditions of this Agreement (the "License").
1
(b) Licensee agrees that the geographic scope of the License
is expressly limited to the United States, including all of the states,
districts, territories and possessions of the United States.
(c) The parties agree that the License includes, but is not
limited to, the right to exhaust Licensee's inventory of all product packaging,
promotional materials, letterhead, purchase orders, invoices and other printed
materials ("Materials") bearing the BUTTERBALL and COUNTRY SKILLET trademarks,
and the right to produce and use replacement Materials bearing such trademarks
for the full term of this Agreement; provided, however, that Licensee may not
make any material changes in any Materials bearing such trademarks, without the
express written consent of ConAgra Brands, Inc. which consent may be withheld in
the sole discretion of ConAgra Brands, Inc.
(d) The parties agree that the License includes the right to
exhaust Licensee's inventory of all Materials bearing the ConAgra Derivative
Trademarks (as defined in Exhibit A attached hereto). Licensee will use
commercially reasonable efforts to phase out its use of the ConAgra Derivative
Trademarks as inventories of Materials are exhausted; provided, however, that
Licensee may produce and use replacement Materials bearing the ConAgra
Derivative Trademarks, during the term of this Agreement, in circumstances where
the removal of such trademarks would result in undue financial burden or
production delays (taking into account circumstances such as the cost and time
for creating and producing Materials bearing a different trademarks or
phase-outs of specific Licensed Products) as determined in Licensee's sole
discretion.
(e) Licensee agrees that the License expressly excludes the
right to grant any third party any sublicense to use the Licensed Trademarks.
(f) Licensee agrees that it may not make any material
alteration in the specifications or formulations for the Licensed Products
without the express written consent of Licensors which consent may be withheld
in the sole discretion of Licensors.
(g) Licensee agrees that all rights not expressly granted by
Licensors to Licensee hereunder are expressly reserved by Licensors. Without
limiting the generality of the foregoing, Licensee agrees that the foregoing
License is granted to Licensee for the sole purposes set forth under this
Agreement and Licensee may not use the Licensed Trademarks for any other purpose
whatsoever.
2. OWNERSHIP AND PROTECTION OF LICENSED TRADEMARKS
(a) Licensee agrees that Licensors are the owners of all
right, title and interest in the Licensed Trademarks, including all goodwill
associated therewith, subject only to the specific rights granted to Licensee
pursuant to this Agreement. All goodwill arising from Licensee's use of the