Document g2ZEZ6okVkKdXRvkY0G9KJ56L

3 July 25, 1967 Mr. W. H. Wilson Asbestos Covering Company Limited 108 Gallery Square Montreal 3, Quebec, Canada Dear Mr. Wilson: Enclosed is a draft of a proposed License Agreement be tween Asbestos Covering Company Limited and Smith & Kanzler Com pany encompassing the items discussed in Mr. G. B. Mitchell's letter of July 7, 1967, to yourself. Should you have any questions, please do not hesitate to contact us. Very truly yours, LMW end. S. W. Gustafson Secretary - Treasurer cc- Mr. G-, B. Mitchell - Hayes-Dana Mr. R. M. Burns - S&K VPD-158-0000928 DANA-072 \J n July 25, 1967 Mr. W. H; Wilson Asbestos Covering Company Limited 108 Gallery Square Montreal 3, Quebec, Canada Dear Mr. Wilson: Enclosed is a draft of a proposed License Agreement be tween Asbestos Covering Company Limited and Smith & Kanzler Com pany encompassing the items discussed in Mr. G. B. Mitchell's letter of July 7, 1967, to yourself. Should you have any questions, please do not hesitate to contact us. Very truly yours, LMW end. S. W. Gustafson Secretary - Treasurer cc- Mr. G`. B. Mitchell - Hayes-Dana Mr. R. M. Burns - S&K VPD-158-0000929 ' LICENSE AND TECHNICAL ASSISTANCE AGREEMENT rA AGREEMENT, dated this day of , 1967, by and between SMITH and KANZLER COMPANY, a company organized and existing under the laws of the State of New Jersey, having its principal office in Linden, New Jersey, hereinafter called "S fit K", . . Csy/2_ 7~/ sr 7~so s st? * ^ and ASBESTOS 6OVERINQ-C0MTANY- -LIMITED, a company organized and - existing under the laws of the'Providence of^Quebec, Canada, having its principal office in Montreal, Quebec, Canada, hereinafter called "LICENSEE". WITNESSETH: WHEREAS, S fit K manufactures and sells sprayed mineral fiber under the trademark "SPRAY CRAFT"^ ^ , WHEREAS, S fit K is the owner of United States Trademark Registration No. 715,627 for the mark "SPRAY CRAFT" and has acquired certain information relating to the manufacture, sale and application ' ' *. ' . of sprayed mineral fibers; and WHEREAS, LICENSEE desires to use the information of S & K in the manufacture, sale and application of sprayed mineral fibers and to sell such material under the trademark "SPRAY CRAFT"; NOW, THEREFORE, the parties hereto have agreed as follows: 1. As used in this Agreement: a. The term "Licensed Product" means sprayed mineral Ox, //a3LgT/?/::7-'<5r/Z- fiber that i^sold by S fie K under the trademark SPRAY CRAFT. b. The term "Licensed Territory" means the Country of Canada. / /r VPD.l 58-0000930 c. The term "Technical Information" means any technical facts, trade secrets, data or advice, written or oral, relating to machines, processes, products, compositions, procedures and techniques used commercially by S & K in its manufacture, sale and application of Licensed Products, but shall not include any information received from third parties which information may not lawfully be disclosed by S & K. ' :V . . ': d. "Listed Product" means any Licensed product manufactured and sold or applied bv Licensee under ,,,, any Underwriters' Laboratories^listing obtained - by S & K. 'yjt) During`the term of this Agreement S & K shall: a. Furnish or make available to Licensee any item of Technical Information requested by Licensee, provided, however, S & K'S obligation as to any such request is limited (i) to written material that S & K shall have prepared for use in its own business and (ii) to causing each such request to be fully and fairly answered to the best of its ability, _ ' -2- VPD-158-0000931 . b. At the request of Licensee, meet with representstives of Licensee at S & K'S plant, to advise and consult^with Licensee's representatives regard ing the manufacture, application and sale of Licensed Products. c. At the request of Licensee, make available at Licensee's plant the services of a qualified person to advise and consult* with Licensee regard ing Licensee's manufacture, application and Engineer ing Assistance of Licensed Products, provided, however, S & K'S obligation hereunder shall be limited to pro viding the salary for S ft K employees engaged in such assistance and all other out-of-pocket expense shall be for the account of Licensee. d. Use its best efforts to have Licensee listed by Underwriters' Laboratories as a qualified manu facturing unit under any Underwriters' Laboratories listings obtained by S & K for any Licensed Product. e. Supply Licensee with reasonable quantities of any sales literature that S & K may from time to time have printed and which, in the opinion of S & K, is appropriate for use by Licensee. -3- VPD-158-0000932 3. Upon receipt of invoices from S & K from time to time. Licensee shall promptly reimburse S ft K for: a. Anj^out of pocket expenses which S & K shall incur in furnishing Underwriters' Laboratories labels to Licensee; and,/ b. The reasonable travel and subsistance expenses incurred by any person furnished to Licensee pursuant to paragraph 2c for the entire period any such person is engaged away from his place of work in providing services to Licensee and in traveling to and returning from Licensee's plant or offices. 4. S & K hereby grants to Licensee, for the terms of this Agreement and subject to the conditions set out in this Agreement: . - ryj'VO J* a. The exclusive right^tiyjapply and use in the Licensed Territory only the trademark "SPRAY CRAFT" on and in`relation to Licensed Products manufactured by Licensee in accordance with the standards and specifications of S & K which S & K shall from time to time furnish Licensee. b. The right and license to use Technical Information in the Licensed Territory for the.manufacture, application and sale of Licensed Products. Licensee agrees to pay and remit to S & K a royalty of O. S. $15.00 if teen doTTarsJ^per ton (2,000 lbs.) for each ton of Licensed Products manufactured and sold or applied by Licensee. VPD-] 58-0000933 -4- r? 6. Royalty payments provided for in paragraph 5 shall be : made by Licensee within thirty (30) days after the end of each calendar quarter, and at such place as S & K shall designate. Licenseejagrees to keep accurate records showing the quantity, purchaser and date of sale or other disposition of all Licensed Products sold or otherwise disposed of by Licensee during the term of this Agreement. Licensee shall furnish S & K within thirty (30) days after the end of each calendar quarter, a certificate signed by an officer of Licensee showing the quantity .in tons of Licensed Product sold by Licensee and applied by Licensee during said quarter. Upon written request by S & K, Licensee shall make said records available for inspection at Licensee's place of business during normal business hours and on a confidental basis, by a certi fied public accountant designated and paid by S & K, who shall certify to S & K only the amount of royalties due for the period examined and in the absence of fraud, such certification shall be conclusive. 7. a. Licensee hereby recognizes the exclusive right, title and interest of S & K in and to the trademark SPRAY . Oxz'j . CRAFT and will -fe-oke--a-H--reasonable steps to safeguard S & K'S right, title-and interest in said mark. -5 VPD-15 8-0000934 Upon written request and at the expense of S & K from time to time Licensee shall (i) furnish S & K with sample quantities of Licensed Products which Licensee markets under the trademark SPRAY CRAFT for testing and evaluation purposes, and (ii) shall permit representatives! of S & K to visit and inspect any and all facilities of Licensee for the manufacture of Licensed Products. Licensee shall take all reasonable steps to indicate to the trade and to the public that it is being ' . ....... " ' J*"' permitted to use the trademark SPRAY CRAFT with the authority of S & K as owners of said mark. Licensee shall from time to time supply S & K for its approval with samples of its advertisements relating to goods marketed under the trademark SPRAY CRAFT and shall not issue any such advertisements or printed matter if not approved by S & K. a. Licensee shall conform to all product, application and manufacturing specifications and standards relating to Listed Products, as imposed by Under writers' Laboratories and/or S & K. In the event *- ' that any Listed Product is delisted by Underwriters' Laboratories because of Licensee's failure to con form to said standards and specifications, Licensee shall forthwith cease to sell or offer for sale such product under Underwriters' Laboratories listing. VPD-158-0000935 b. Licensee shall at all times permit periodic inspec tion and testing of Listed Products and their manu facture by representatives of Underwriters' Laborator ies, and shall render all necessary assistance and proper facilities, including necessary test apparatus, for the proper conduct of such inspections and tests. 9. In the event that during the term of this Agreement Licensee shall make^or acquire any improvements or inventions relating to Licensed Products, their manufacture or use. Licensee shall promptly disclose to S & K any such improvement and shall grant to S & K the royalty-_____ j free, non-exclusive, non-terminable right to use such " improvement or invention, to make and use machines embodying such improvement or invention, and to make, use and sell products embodying such improvement or invention ^5^41^2+/ //O the Licensed Territory. Any right or License granted under this paragraph 9 shall continue for the life of any patent licensed and shall not be affected by any term ination of this Agreement.j 10. Licensee hereby agrees that all Technical information made available or disclosed by S & K is solely fo*- Licensee's use in accordance with the terms of this Agreement for the manufacture, application and sale of Licensed Products in the Licensed Territory, and during VPD-158-0000936 -7- Jf m the term of this Agreement and for five (5) years there after, Licensee ahull cake ull reasonable care to keep confidential any and all Technical Information acquired from S & K and shall not disclose it to third parties ' except: . ... ' . " ' . ". . . ' (i) insofar as the same is disclosed by the products sold by S & K or Licensee, or (ii) insofar as such information is made public by S & K orjany third party. . Further, for a period of five (5) years after termination of this Agreement Licensee shall not use Technical Information acquired from S fit K except: (i) insofar as the same is disclosed by the products sold by S fit K, or - (ii) insofar as such information is made public by S & K or any third party. 11. a. This Agreement, unless sooner terminated as herein provided, shall be in force for an initial term of five (5) years from its Effective Date of _ , and thereafter, shall be automatically extended for successive additional terms of e (^> ? yearSeach. Anything in this Agreement to the contrary notwith standing, either party shall have the right to terminate this Agreement as of any date five (5) years of this Agreement by giving after the Effective Date CO y <r>? the other party at least one a*'#*1 ^ 1 -da^s-written notice of such termination. VPD-158-0000937 c. Either party may terminate'this Agreement upon default or breach of the other party by giving said defaulting or breaching party thirty (30) days " written notice of intention to so terminate; provided, however, that if such defaulting or breaching party shall within such thirty (30) day period remedy the breach or default upon which such notice is|based, then such notice shall not become effective and this ; Agreement shall remain in full force and effect. d. No termination of this Agreement shall affect the ' right of S & K to receive royalites and statements of account due under paragraphs 5 and 6 as to activities of Licensee prior to such termination and no such termination shall relieve Licensee of its obligations which subsist or are to be performed ,, after such termination. 12. Licensee agrees to indemnify and save harmless S & K from and against all claims, suits, damages, losses and expenses, in any manner resulting from or arising out of injuries to or the death of any employee, or agent of Licensee, occurring while said employee or agent is in or about any of the manufacturing plants or offices or places of business of S & K for the purpose of receiving assistance or otherwise in the performance or observance of this Agreement. Similarly, S & K agree to indemnify and save harmless Licensee from and against all VPD-15 8-0000938 :' claims, suits, damages, losses and expenses, in any . .. , manner resulting from or arising out of injuries to or death of any employee or agent of S & K, occurring while said employee or agent is in or about the manu facturing plants, offices or places of business of = Licensee for the purpose of consulting with orjadvising Licensee, or inspecting equipment or training personnel, or otherwise in the performance or observance of this Agreement. 13. Any notice provided for in this Agreement may be served by registered mail and if so served, shall be effective from the date of mailing. Notices to S & K shall be addressed to Smith & Kanzler Company, 1414 East Linden Avenue, Linden, New Jersey, and notices to Licensee shall be addressed to Asbestos Covering Company Limited, 108 Gallery Square, Montreal 3, Quebec, n, 14. This Agreement constitutes the entire contract and under standing between the parties relative to the subject matter hereof and shall be binding uj>on the successors of Licensee and the successors and assigns of S & K, but shall not be assigned by Licensee to third parties without the written consent of S & K. In witness whereof the parties have caused these presents to be executed. SMITH & KANZLER COMPANY ATTEST: By____ Title -ASBEST0S-G0VER1NG-C0MPANY-LIMITEEL By____ Title VPD-158-0000939 Thursday, 6/29 - Announcement at Trenton - State Highway Commission Superintendent Bureau Route location of Department of Transportation Steven Glink Friday, 6/30 - Published in Elizabeth Dally Journal Proposed interstate route 278 from Goethals Bridge to route 78 in Springfield, New Jersey . Goes parallel to railroad track south of S & K and north of S & K thru new building of Diener and part of our parking lot. . At least 3 years away. 7/5/67 VPD-15 8-000073 8