Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze each substantive term from the framework term sheet reached at the February 15, 2023 court-ordered mediation before retired Judge Harold K. Novotny of Novotny ADR Services LLC, and to recommend specific drafting approaches and negotiation positions for the definitive Trademark Coexistence Agreement between Meridian Consumer Brands LLC ("MCB") and Brind

II. Background A. MCB's Trademark Portfolio MCB holds the following federal trademark registrations relevant to this matter: All three registrations are active and in good standing. Maintenance filings under Sections 8 and 15 of the Lanham Act have been timely made for U.S. Reg. No. 4,218,506, which now enjoys incontestable status. U.S. Reg. Nos. 5,034,771 and 5,589,320 have not yet reached the five-year threshold fo

III. Analysis of Proposed Terms A. Settlement Payment Framework Term: One-time lump-sum payment in the range of $1.2 million to $1.5 million from Brindoval to MCB. Analysis: The framework term sheet establishes a negotiating range for the monetary component of the settlement. To evaluate the reasonableness of this range and identify our recommended target within it, it is necessary to consider MCB's damages exposure

I. Liquidated Damages Framework Term: Breach of channel or product-category restrictions triggers liquidated damages of $500,000 per occurrence plus actual damages. Analysis: The liquidated-damages provision is a key enforcement mechanism in the Coexistence Agreement. Its purpose is twofold: (1) to provide MCB with a predetermined, readily enforceable remedy for the most consequential types of breach — violations of