Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.

Section 1.1 — "Action" shall mean the civil action captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, pending in the United States District Court for the Southern District of New York before the Honorable Patricia M. Albright, together with all claims, counterclaims, cross-claims, and third-party claims asserted therein.

Section 1.2 — "Authorized Channels" shall mean, collectively, (a) Brindoval-branded retail store locations currently in operation or opened after the Effective Date under the Brindoval name, and (b) Brindoval's own e-commerce platform located at www.crestviewhomegoods.com (or any successor URL controlled and operated exclusively by Brindoval). For the avoidance of doubt, Authorized Channels specifically exclude (i) a

Section 1.3 — "Coexistence Period" shall mean the period commencing on the Effective Date and continuing in perpetuity, unless this Agreement is terminated in accordance with Article 11 hereof.

Section 1.4 — "Brindoval Application" shall mean U.S. Trademark Application Serial No. 97/412,558 for the mark MERIDIAN FRESH (standard character mark) in International Class 3, filed by Brindoval with the USPTO on May 12, 2022, as such application may be amended in accordance with Section 9.1 hereof.

Section 1.5 — "Escrow Agent" shall mean Dralvecen National Bank, located at 60 East 42nd Street, New York, New York 10165, acting in its capacity as escrow agent under the Escrow Agreement of even date herewith.

Section 1.6 — "Escrow Officer" shall mean Patricia Dolan, a duly authorized officer of Dralvecen National Bank designated to administer the escrow account established under the Escrow Agreement.

Section 1.7 — "Former Trade Dress" shall mean the teal-and-white color scheme (approximately Pantone 326 C and white) and the stylized wave device used by Brindoval on MERIDIAN FRESH products and product packaging prior to the Effective Date, as more particularly described in the Court's Order of January 9, 2023 (Dkt. No. 34) in the Action.

Section 1.8 — "MCB Marks" shall mean, collectively, U.S. Registration No. 4,218,506, U.S. Registration No. 5,034,771, and U.S. Registration No. 5,589,320, as set forth in the Recitals and more particularly described in Exhibit A hereto, together with any renewals, extensions, or continuations thereof and any additional registrations that may issue from applications claiming priority to or continuity with such registr

Section 1.9 — "Modified Mark" shall mean the mark BRINDOVAL MERIDIAN FRESH, as described in Section 3.1 hereof and the specifications set forth in Exhibit B hereto.

Section 1.10 — "Opposition" shall mean the opposition proceeding before the Trademark Trial and Appeal Board of the USPTO, Opposition No. 91/278,415, filed by MCB against the Brindoval Application.

Section 1.11 — "Permitted Products" shall mean household cleaning preparations classified in International Class 3 of the Nice Classification, limited exclusively to the following product categories: (a) all-purpose cleaners, (b) glass cleaners, (c) disinfecting sprays, (d) disinfecting wipes, (e) floor cleaners, and (f) dish soap. The Permitted Products are further described in Exhibit C hereto. For the avoidance of

Section 1.12 — "Rebranding Deadline" shall mean the date that is one hundred twenty (120) days after the Effective Date, which the Parties agree is September 12, 2023.

Section 1.13 — "Replacement Trade Dress" shall mean any trade dress, packaging design, color scheme, label layout, graphic device, or other visual element adopted by Brindoval in connection with the Modified Mark after the Effective Date, excluding the Former Trade Dress. For the avoidance of doubt, Replacement Trade Dress includes all packaging, labeling, point-of-sale materials, and digital assets used to present o

Section 1.14 — "Settlement Payment" shall mean the one-time lump sum payment of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) to be made by Brindoval to MCB pursuant to Article 2 hereof.

ARTICLE 2 — SETTLEMENT PAYMENT

Section 2.1 — Payment Amount. In consideration of the rights and licenses granted herein, and as partial consideration for the resolution of the Action and the Opposition, Brindoval shall pay to MCB a one-time lump sum settlement payment in the amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) (the "Settlement Payment"), to be paid in the manner set forth in this Article 2. The Settlement Pay

Section 2.2 — Escrow Deposit. Within ten (10) business days of the Effective Date, Brindoval shall deposit the full amount of the Settlement Payment, by wire transfer of immediately available funds, into an escrow account established and maintained by the Escrow Agent (Dralvecen National Bank, Escrow Officer Patricia Dolan) pursuant to the terms and conditions of the Escrow Agreement of even date herewith among MCB,

Section 2.3 — Release of Funds. The Escrow Agent shall release the Settlement Payment to MCB by wire transfer to an account designated in writing by MCB, promptly upon the Escrow Agent's receipt of written confirmation from counsel for both Parties (or, in the alternative, a conformed copy of the Court's Order) that the Court in the Action has entered an Order of Dismissal with Prejudice dismissing all claims and cou

Section 2.4 — Tax Treatment. Each Party shall be solely responsible for the payment of any and all taxes, including without limitation federal, state, and local income taxes, arising from or attributable to the receipt or payment of the Settlement Payment. Neither Party makes any representation or warranty to the other regarding the tax treatment or tax consequences of the Settlement Payment. Brindoval shall be respo

ARTICLE 3 — MARK MODIFICATION AND USE

Section 3.1 — Adoption of Modified Mark. (a) Brindoval shall rebrand all products currently bearing the mark MERIDIAN FRESH (without the BRINDOVAL prefix) so that such products bear the Modified Mark, BRINDOVAL MERIDIAN FRESH, in all instances of use. Such rebranding shall be completed no later than the Rebranding Deadline (September 12, 2023). This obligation applies to all product labels, packaging, point-of-sale d

Section 3.2 — Transition Period. During the period commencing on the Effective Date and ending on the Rebranding Deadline (the "Transition Period"), Brindoval may continue to sell through existing finished-goods inventory bearing the MERIDIAN FRESH mark (without the BRINDOVAL prefix) that was manufactured or ordered prior to the Effective Date, provided that: (a) Brindoval shall use commercially reasonable efforts to

ARTICLE 4 — CHANNEL RESTRICTIONS

Section 4.1 — Authorized Channels Only. Brindoval may use the Modified Mark (BRINDOVAL MERIDIAN FRESH) solely within the Authorized Channels, which consist exclusively of: (a) Brindoval-branded retail store locations, meaning physical retail stores operated by Brindoval or its wholly owned subsidiaries under the Brindoval name, and (b) Brindoval's own e-commerce platform located at www.crestviewhomegoods.com (or any

Section 4.2 — Prohibited Channels. Brindoval shall not use, display, advertise, offer for sale, or sell any product bearing the Modified Mark or any mark incorporating the word "MERIDIAN" through any of the following channels (collectively, "Prohibited Channels"): (a) Any third-party retail or e-commerce platform, including without limitation Penmark Holdings, Walmart.com, Adriatic Corporation, Cascade Holdings.com,

Section 4.3 — Online Advertising. Brindoval may engage in digital advertising, including search engine marketing (e.g., Strathmore Systems, Ashbury Holdings Advertising), social media advertising (e.g., Kestrel Services Inc., Northpoint Services Inc., Pinterest), and programmatic display advertising, for the purpose of directing consumers to www.crestviewhomegoods.com to purchase Permitted Products bearing the Modifi

ARTICLE 5 — PRODUCT-CATEGORY RESTRICTIONS

Section 5.1 — Permitted Products. Brindoval may use the Modified Mark exclusively on Permitted Products, which are defined as household cleaning preparations classified in International Class 3 of the Nice Classification, and which are specifically limited to the following product categories: (a) all-purpose cleaners, (b) glass cleaners, (c) disinfecting sprays, (d) disinfecting wipes, (e) floor cleaners, and (f) dis

Section 5.2 — Prohibited Categories. Brindoval shall not use the Modified Mark or any mark incorporating the word "MERIDIAN" on any of the following categories of products, regardless of International Class (collectively, "Prohibited Categories"): (a) Personal care products, including without limitation soaps, shampoos, conditioners, body washes, lotions, deodorants, cosmetics, and oral care products; (b) Home fragra

Section 5.3 — No New MERIDIAN Marks. Brindoval shall not adopt, apply for, register, or use any new trademark, service mark, trade name, domain name, social media handle, or other source identifier incorporating the word "MERIDIAN" (alone or in combination with any other words, letters, numbers, or design elements) other than the Modified Mark as specifically permitted under this Agreement. This restriction applies w

Section 6.1 — Discontinuation of Former Trade Dress. Brindoval shall permanently and irrevocably discontinue all use of the Former Trade Dress, including the teal-and-white color scheme (approximately Pantone 326 C and white) and the stylized wave device, on all products, product packaging, labeling, advertising, promotional materials, point-of-sale displays, e-commerce listings, social media content, and any other m

Section 6.2 — Replacement Trade Dress Review. (a) Before using any Replacement Trade Dress in commerce for the first time, Brindoval shall submit to MCB representative specimens of the proposed Replacement Trade Dress, including product packaging mock-ups, label proofs, or digital renderings in sufficient detail to permit meaningful review, at least thirty (30) days prior to any commercial use of such Replacement Tra

ARTICLE 7 — QUALITY MONITORING

Section 7.1 — Annual Product Samples. In order to enable MCB to monitor the quality of products sold under the Modified Mark and to protect the goodwill associated with the MERIDIAN mark, Brindoval shall provide MCB with representative samples of each product sold under the Modified Mark once per calendar year during the Coexistence Period, at Brindoval's sole expense (including shipping and handling). Such samples s

Section 7.2 — Quality Inspection. MCB shall be entitled to conduct one (1) quality inspection per calendar year at any facility owned, operated, or controlled by Brindoval (or any contract manufacturer engaged by Brindoval) where Permitted Products bearing the Modified Mark are manufactured, packaged, stored, or prepared for distribution. MCB shall provide Brindoval with at least thirty (30) days' prior written notic

Section 7.3 — Remediation. If, as a result of MCB's review of product samples provided under Section 7.1 or an inspection conducted under Section 7.2, MCB identifies quality deficiencies that MCB reasonably believes reflect negatively on the goodwill associated with the MERIDIAN mark — including, without limitation, defective packaging, contaminated product, mislabeling, or failure to comply with applicable regulator

ARTICLE 8 — NON-CHALLENGE COVENANT

Section 8.1 — Brindoval's Covenant. Brindoval hereby covenants and agrees that it shall not, directly or indirectly, and shall not encourage, assist, fund, or induce any third party to, challenge, contest, oppose, petition to cancel, or otherwise attack the validity, enforceability, distinctiveness, or ownership of any of the MCB Marks, including without limitation: (i) U.S. Registration No. 4,218,506 — MERIDIAN (sta

Section 8.2 — Scope. The non-challenge covenant set forth in Section 8.1 extends to all proceedings and forums, including without limitation: (a) proceedings before the USPTO, including any inter partes review, cancellation proceeding, opposition proceeding, or expungement proceeding; (b) proceedings in any federal or state court of the United States; (c) proceedings before any administrative agency, regulatory body,

Section 8.3 — Survival. The non-challenge covenant set forth in this Article 8 shall survive any termination or expiration of this Agreement for any reason and shall remain in full force and effect in perpetuity, binding upon Brindoval and its successors and assigns.

ARTICLE 9 — AMENDMENT TO BRINDOVAL APPLICATION; DISMISSAL OF PROCEEDINGS

Section 9.1 — Amendment of Brindoval Application. Within thirty (30) days of the Effective Date, Brindoval shall prepare and file an amendment to U.S. Trademark Application Serial No. 97/412,558 with the USPTO in the form substantially set forth in Exhibit D hereto, which amendment shall: (a) Change the mark from MERIDIAN FRESH to BRINDOVAL MERIDIAN FRESH; and (b) Amend the description of goods to read as follows: "H

Section 9.2 — Withdrawal of Opposition. Promptly following execution of this Agreement by both Parties, and contingent upon Brindoval's timely filing of the amendment required by Section 9.1, MCB shall prepare and file with the Trademark Trial and Appeal Board a withdrawal with consent of its Notice of Opposition in Opposition No. 91/278,415, in form and substance reasonably acceptable to both Parties. Brindoval shal

Section 9.3 — Dismissal of Action. Promptly following execution of this Agreement by both Parties, the Parties shall jointly prepare and file a Joint Stipulation of Dismissal with Prejudice in the Action (Case No. 1:22-cv-09483, S.D.N.Y.), in form and substance satisfactory to the Court, dismissing all claims and counterclaims asserted in the Action with prejudice, with each Party to bear its own attorneys' fees, cos

ARTICLE 10 — LIQUIDATED DAMAGES AND REMEDIES

Section 10.1 — Acknowledgment. The Parties acknowledge and agree that a breach by Brindoval of the channel restrictions set forth in Article 4, the product-category restrictions set forth in Article 5, or the trade-dress restrictions set forth in Article 6 would cause MCB irreparable harm, including but not limited to damage to the goodwill and distinctiveness of the MCB Marks, consumer confusion, and dilution of MCB

Section 10.2 — Liquidated Damages. In the event of a breach by Brindoval of any provision of Article 4 (Channel Restrictions), Article 5 (Product-Category Restrictions), or Article 6 (Trade Dress), subject to the cure period set forth in Section 10.4 below, Brindoval shall pay to MCB liquidated damages in the amount of Five Hundred Thousand Dollars ($500,000.00) per occurrence, in addition to any actual damages susta

Section 10.3 — Injunctive Relief. Nothing in this Article 10 shall limit, restrict, or waive MCB's right to seek temporary, preliminary, or permanent injunctive relief or any other form of equitable relief from any court of competent jurisdiction in connection with any actual or threatened breach of this Agreement. Brindoval acknowledges that irreparable harm would result from a breach of Articles 4, 5, or 6, and agr

Section 10.4 — Cure Period. Before invoking the liquidated damages remedy set forth in Section 10.2, MCB shall provide Brindoval with written notice describing the alleged breach in reasonable detail, including the specific Article and Section alleged to have been breached and the factual basis therefor. Brindoval shall have thirty (30) days from receipt of such written notice to cure the breach (the "Cure Period").

ARTICLE 11 — TERM AND TERMINATION

Section 11.1 — Term. This Agreement shall have a perpetual term, commencing on the Effective Date and continuing indefinitely unless terminated in accordance with the provisions of this Article 11. The Parties acknowledge that the perpetual nature of this Agreement is an essential element of the bargain and reflects the Parties' intent to establish a lasting framework for the coexistence of the MCB Marks and the Modi

Section 11.2 — Termination by Mutual Consent. This Agreement may be terminated at any time by the mutual written consent of both Parties, signed by authorized representatives of each Party. Any such mutual termination agreement shall specify the effective date of termination and any terms and conditions applicable to the wind-down of Brindoval's use of the Modified Mark.

Section 11.3 — Termination for Material Breach. Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any provision of this Agreement and such breach remains uncured for a period of sixty (60) days after the breaching Party's receipt of written notice from the non-breaching Party specifying the nature of the breach in reasonable detail. Notwit

Section 11.4 — Effect of Termination. Upon termination of this Agreement for any reason: (a) Brindoval shall immediately cease all use of the Modified Mark and any other mark incorporating the word "MERIDIAN," including on all products, packaging, labeling, advertising, promotional materials, digital media, social media, and e-commerce listings; (b) Brindoval shall, within thirty (30) days of the effective date of te

ARTICLE 12 — REPRESENTATIONS AND WARRANTIES

Section 12.1 — Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and is duly qualified to do business in each jurisdiction where the nature of its business requires such qualification; (b) It has full corporate or limited l

Section 12.2 — MCB Representations and Warranties. MCB hereby represents and warrants to Brindoval, as of the Effective Date, that: (a) MCB is the sole and exclusive owner of all right, title, and interest in and to the MCB Marks, free and clear of any liens, encumbrances, security interests, or adverse claims; (b) The MCB Marks are valid, subsisting, and enforceable, and all required maintenance filings (including S

Section 12.3 — Brindoval Representations and Warranties. Brindoval hereby represents and warrants to MCB, as of the Effective Date, that: (a) Brindoval is the sole and exclusive owner of all right, title, and interest in and to the Brindoval Application; (b) To Brindoval's knowledge, there are no pending or threatened proceedings, claims, demands, or challenges (other than the Opposition and the Action, both of which