Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used herein and not otherwise defined in this Article 1 shall have the meanings assigned to them elsewhere in this Agreement. 1.1 "Agreement" means this Trademark Coexistence Agreement, together with all exhibits and schedules attached hereto, each of which is hereby incorporated herein by

ARTICLE 2 — SETTLEMENT PAYMENT 2.1 Payment Amount. In consideration of the covenants, agreements, releases, and licenses granted by MCB herein, 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"). The Settlement Payment shall be non-refundable and shall not be subject to set-off, deduction, or co

ARTICLE 3 — MARK MODIFICATION AND PERMITTED USE 3.1 Modification of Mark. (a) On or before the Rebranding Deadline (i.e., one hundred twenty (120) calendar days after the Effective Date), Brindoval shall cease all use of the Original Mark (MERIDIAN FRESH) as a stand-alone mark in any medium, format, or context, and shall transition exclusively to use of the Modified Mark (BRINDOVAL MERIDIAN FRESH) on all Brindoval Pr

ARTICLE 4 — AMENDMENT TO BRINDOVAL APPLICATION 4.1 Required Amendments. Within thirty (30) calendar days after the Effective Date, Brindoval shall file, or cause its trademark counsel to file, an amendment to the Brindoval Application (Serial No. 97/412,558) with the United States Patent and Trademark Office to accomplish all of the following: (a) Change the applied-for mark from MERIDIAN FRESH to BRINDOVAL MERIDIAN

ARTICLE 5 — TRADE DRESS 5.1 discontinuation of Original Trade Dress. Brindoval acknowledges and confirms that, pursuant to the PI Order dated January 9, 2023, the United States District Court for the Southern District of New York ordered Brindoval to discontinue use of the teal-and-white color scheme and the stylized wave device on its MERIDIAN FRESH product packaging within forty-five (45) days of the PI Order. Brin

ARTICLE 6 — QUALITY MONITORING 6.1 Product Samples. Brindoval shall provide MCB with representative product samples of each Brindoval Product bearing the Modified Mark on an annual basis, no later than January 31 of each calendar year, commencing January 31, 2024. Such samples shall include at least one (1) unit of each distinct Brindoval Product (i.e., all-purpose cleaner, glass cleaner, disinfecting wipes, and dish

ARTICLE 7 — NON-CHALLENGE COVENANT 7.1 Covenant Not to Challenge. Brindoval hereby covenants and agrees that, during the term of this Agreement and thereafter in perpetuity, Brindoval shall not, directly or indirectly (whether through an affiliate, subsidiary, successor, assign, agent, licensee, or any other person or entity acting on Brindoval's behalf or at Brindoval's direction or instigation), challenge, oppose,

ARTICLE 8 — DISMISSAL OF LITIGATION AND OPPOSITION 8.1 Dismissal of Litigation. Within seven (7) business days after the Effective Date, the Parties, acting through their respective counsel of record, shall jointly prepare, execute, and file with the United States District Court for the Southern District of New York a Stipulation of Dismissal with Prejudice in the Litigation (Case No. 1:22-cv-09483), together with a

ARTICLE 9 — REMEDIES FOR BREACH 9.1 Injunctive Relief. Each Party acknowledges and agrees that a breach or threatened breach of this Agreement (including, without limitation, any breach of the mark-modification, channel-restriction, product-category-restriction, trade-dress, or non-challenge obligations set forth herein) may cause the non-breaching Party irreparable harm that cannot be adequately compensated by an aw

ARTICLE 10 — DISPUTE RESOLUTION 10.1 Good-Faith Negotiation. In the event of any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination (each, a "Dispute"), the Parties shall first attempt to resolve such Dispute through good-faith negotiation between their respectiv

ARTICLE 11 — REPRESENTATIONS AND WARRANTIES 11.1 MCB Representations and Warranties. MCB hereby represents and warrants to Brindoval as of the Effective Date as follows: (a) Organization. MCB is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite power and authority to own, lease, and operate its properties and to conduct it

ARTICLE 12 — CONFIDENTIALITY 12.1 Confidential Treatment. The terms and conditions of this Agreement, including the specific financial terms, the particular covenants and restrictions imposed on each Party, and all exhibits and schedules hereto, shall be treated as confidential by the Parties and shall not be disclosed by either Party to any third party, except as expressly permitted by this Article 12 or as may be r

ARTICLE 13 — TERM AND TERMINATION 13.1 Term. This Agreement shall be perpetual and shall remain in full force and effect from the Effective Date and continuing indefinitely thereafter, unless earlier terminated in accordance with this Article 13. The Parties acknowledge and agree that the perpetual nature of this Agreement is a material inducement to each Party's willingness to enter into this Agreement and to resolv

ARTICLE 14 — INDEMNIFICATION 14.1 Indemnification by Brindoval. Brindoval shall indemnify, defend, and hold harmless MCB and its officers, directors, managers, members, employees, agents, successors, and permitted assigns (collectively, the "MCB Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, judgments, awards, damages, liabilities, losses, costs, and expenses (includi

ARTICLE 15 — GENERAL PROVISIONS 15.1 Governing Law. This Agreement, and all disputes and claims arising out of, relating to, or in connection with this Agreement (including disputes regarding its existence, validity, interpretation, performance, breach, or termination), shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts-of-law principles that would