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TRADEMARK COEXISTENCE AGREEMENT

FIRST DRAFT

March 6, 2023

Prepared by Calderwood & Harkness LLP Subject to Further Negotiation — Not for Execution

March 6, 2023

CONFIDENTIAL — SUBJECT TO FURTHER NEGOTIATION — NOT FOR EXECUTION

VIA EMAIL AND OVERNIGHT COURIER

Gregory T. Halverson, Esq. Halverson McKay & Pruitt LLP 225 South Sixth Street, Suite 4200 Minneapolis, MN 55402

Re: Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483 (S.D.N.Y.); TTAB Opposition No. 91/278,415 — Trademark Coexistence Agreement — First Draft

C&H Matter No. 1011-00003

Dear Greg:

On behalf of our client, Meridian Consumer Brands LLC, we enclose herewith the first draft of the proposed Trademark Coexistence Agreement between Meridian Consumer Brands LLC and Brindoval Home Goods Inc., reflecting the principal terms of the framework term sheet reached during the court-ordered mediation conducted on February 15, 2023 before retired Judge Harold K. Novotny. This draft is transmitted for discussion purposes only and is subject to further negotiation and revision by the Parties and their respective counsel. It does not constitute an offer or a binding commitment by either Party, and neither Party shall be bound unless and until a definitive agreement is executed and delivered by authorized representatives of both Parties.

We look forward to receiving your comments at your earliest convenience and are available to schedule a call to discuss any questions or proposed revisions.

Very truly yours,

Christy Bauer Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, NY 10020 Tel: (212) 558-4000

Email: cbauer@calderwoodharkness.com

Enclosure

TRADEMARK COEXISTENCE AGREEMENT

This Trademark Coexistence Agreement (this "Agreement") is entered into as of [____], 2023 (the "Effective Date"), by and between:

MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company, with its principal place of business at 450 Park Avenue South, 14th Floor, New York, NY 10016 ("MCB" or "Meridian");

and

BRINDOVAL HOME GOODS INC., a Minnesota corporation, with its principal place of business at 7200 France Avenue South, Suite 300, Edina, MN 55435 ("Brindoval" or "CHG").

MCB and Brindoval are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, MCB is a consumer packaged goods company engaged in the manufacture, marketing, distribution, and sale of household cleaning, personal care, and home fragrance products distributed through grocery, club, mass-merchandise, and e-commerce channels throughout all fifty (50) states of the United States, with total fiscal year 2022 revenue of approximately Three Hundred Eighty-Seven Million Dollars ($387,000,000.00);

WHEREAS, MCB is the owner of the following United States trademark registrations issued by the United States Patent and Trademark Office ("USPTO"):

(i) U.S. Registration No. 4,218,506 — MERIDIAN (standard character mark), International Class 3 (cleaning preparations), registered August 14, 2012, with a claimed date of first use in commerce of approximately 2011;

(ii) U.S. Registration No. 5,034,771 — MERIDIAN CLEAN (standard character mark), International Class 3 (cleaning preparations), registered October 18, 2016; and

(iii) U.S. Registration No. 5,589,320 — MERIDIAN (stylized logo with wave device), International Class 3 (cleaning preparations), registered July 10, 2018;

(collectively, the "MCB Marks");

WHEREAS, MCB has used the MCB Marks continuously in interstate commerce since approximately 2011 in connection with a range of household cleaning products, and MCB's MERIDIAN-branded cleaning product line generated approximately Ninety-Four Million Five Hundred Thousand Dollars ($94,500,000.00) in revenue in fiscal year 2022, representing approximately 24.4% of MCB's total revenue for such period, supported by cumulative advertising and promotional expenditures of approximately Forty-Seven Million Two Hundred Thousand Dollars ($47,200,000.00) from 2011 through 2022;

WHEREAS, Brindoval is a regional home goods retailer operating one hundred forty-eight (148) retail stores under the Brindoval Home Goods brand across twelve (12) Midwestern and Mountain West states, together with an e-commerce platform accessible at www.crestviewhomegoods.com, with total fiscal year 2022 revenue of approximately Two Billion One Hundred Million Dollars ($2,100,000,000.00);

WHEREAS, Brindoval filed United States trademark application Serial No. 97/412,558 for the mark MERIDIAN FRESH (standard character) in International Class 3 on May 12, 2022, and commenced use of the MERIDIAN FRESH mark in connection with a private-label line of household cleaning products—including all-purpose spray, glass cleaner, disinfecting wipes, and dish soap—in its retail stores and on its e-commerce platform beginning in approximately July 2022;

WHEREAS, MCB filed a Notice of Opposition before the Trademark Trial and Appeal Board ("TTAB"), Opposition No. 91/278,415, on October 14, 2022, opposing registration of Brindoval's application Serial No. 97/412,558 on the grounds of likelihood of confusion with the MCB Marks pursuant to Section 2(d) of the Lanham Act, 15 U.S.C. § 1052(d);

WHEREAS, MCB filed a Complaint against Brindoval in the United States District Court for the Southern District of New York on November 7, 2022, captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483 (Hon. Patricia M. Albright) (the "Litigation"), asserting claims for federal trademark infringement under Section 32(1) of the Lanham Act, 15 U.S.C. § 1114(1), false designation of origin under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), and trademark dilution under New York General Business Law § 360-l;

WHEREAS, on January 9, 2023, the Court issued an Order (the "PI Order") granting in part MCB's Motion for Preliminary Injunction, ordering Brindoval to modify its packaging trade dress by removing the stylized wave device and changing the teal-and-white color scheme within forty-five (45) days of the PI Order, but declining to enjoin Brindoval's use of the word mark MERIDIAN FRESH pending trial on the merits;

WHEREAS, on February 15, 2023, the Parties participated in a court-ordered mediation before retired Judge Harold K. Novotny of Novotny ADR Services LLC, held in New York, New York, and reached a framework term sheet setting forth the principal terms of a proposed resolution of all disputes between the Parties relating to the MCB Marks, Brindoval's MERIDIAN FRESH mark, and any related trade dress (the "Term Sheet"); and

WHEREAS, the Parties now desire to memorialize and effectuate the terms of the Term Sheet, to resolve fully and finally all disputes between them relating to the MCB Marks, Brindoval's MERIDIAN FRESH mark, and any related trade dress, and to establish the terms under which Brindoval may continue to use a modified version of its mark in certain defined channels and product categories, all as more fully set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:

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 reference.

1.2 "Brindoval Application" means United States trademark application Serial No. 97/412,558 for the mark MERIDIAN FRESH (standard character), filed in International Class 3 on May 12, 2022, and currently pending before the United States Patent and Trademark Office.

1.3 "Brindoval Products" means household cleaning preparations in International Class 3, limited exclusively to the following product types: (a) all-purpose cleaners, (b) glass cleaners, (c) disinfecting wipes, and (d) dish soap. For the avoidance of doubt, "Brindoval Products" does not include any personal care products, home fragrance products, laundry detergent products, or any other product type.

1.4 "Brindoval Retail Channels" means, collectively: (a) physical retail store locations owned and operated by Brindoval under the Brindoval Home Goods brand name, as listed on Schedule 1 hereto (as updated from time to time in accordance with Section 1.4(c) below); and (b) Brindoval's own e-commerce platform currently accessible at the URL www.crestviewhomegoods.com (or any successor URL owned and operated by Brindoval that prominently features the Brindoval Home Goods brand name). For the avoidance of doubt:

(i) "Brindoval Retail Channels" does not include any third-party retail platform, third-party e-commerce marketplace, wholesale distribution channel, or any physical retail location not owned and operated by Brindoval;

(ii) in the event Brindoval opens new retail store locations after the Effective Date, such locations shall be deemed included within the definition of "Brindoval Retail Channels" provided that Brindoval updates Schedule 1 in accordance with subparagraph (c) below; and

(iii) Brindoval shall update Schedule 1 on an annual basis, no later than January 31 of each calendar year, to reflect any new store openings, closures, or relocations occurring during the prior calendar year, and shall deliver such updated Schedule 1 to MCB concurrently with the product samples required under Section 6.1.

1.5 "Effective Date" means the date first written above in the preamble to this Agreement.

1.6 "Escrow Agent" means Dralvecen National Bank, a national banking association, located at 60 East 42nd Street, New York, NY 10165, acting through its designated Escrow Officer, Patricia Dolan, or such successor escrow officer as Dralvecen National Bank may designate from time to time upon written notice to the Parties.

1.7 "Litigation" means 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.

1.8 "MCB Marks" means, collectively, the following United States trademark registrations owned by MCB: (a) U.S. Registration No. 4,218,506 for the mark MERIDIAN (standard character), International Class 3; (b) U.S. Registration No. 5,034,771 for the mark MERIDIAN CLEAN (standard character), International Class 3; and (c) U.S. Registration No. 5,589,320 for the mark MERIDIAN (stylized logo with wave device), International Class 3. Copies of the registration certificates for the MCB Marks are attached hereto as Exhibit B.

1.9 "Modified Mark" means the composite mark BRINDOVAL MERIDIAN FRESH, as described in Section 3.1 and depicted in the design guidelines set forth in Exhibit C.

1.10 "Opposition" means TTAB Opposition No. 91/278,415, filed by MCB on October 14, 2022, against the Brindoval Application.

1.11 "Original Mark" means the mark MERIDIAN FRESH, as used by Brindoval in connection with the Brindoval Products prior to the Effective Date.

1.12 "Original Trade Dress" means the teal-and-white color scheme and stylized wave device used on Brindoval's MERIDIAN FRESH product packaging prior to the entry of the PI Order on January 9, 2023.

1.13 "Prohibited Categories" means: (a) personal care products (including, without limitation, soaps, shampoos, conditioners, body washes, lotions, deodorants, and oral care products); (b) home fragrance products (including, without limitation, candles, reed diffusers, room sprays, and plug-in air fresheners); and (c) laundry detergent products (including, without limitation, liquid detergents, powder detergents, laundry pods, and fabric softeners), in each case marketed, sold, or distributed under any mark incorporating the word "MERIDIAN."

1.14 "Prohibited Channels" means any retail, distribution, or sales channel other than the Brindoval Retail Channels, including but not limited to: (a) third-party retail platforms and e-commerce marketplaces (by way of example and not limitation, Penmark Holdings, Walmart.com, Adriatic Corporation, Cascade Holdings.com, and any similar platform); (b) wholesale distribution to third-party retailers or distributors; (c) any physical retail location not owned and operated by Brindoval under the Brindoval Home Goods brand name; and (d) any direct-to-consumer sales channel other than Brindoval's own e-commerce platform as defined in Section 1.4(b).

1.15 "Rebranding Deadline" means the date that is one hundred twenty (120) calendar days after the Effective Date.

1.16 "Replacement Trade Dress" means any new trade dress, packaging design, color scheme, logo treatment, or other visual branding elements adopted by Brindoval for use on products bearing the Modified Mark, pursuant to and in compliance with the requirements of Section 5 of this Agreement.

1.17 "Settlement Payment" means the one-time lump-sum payment of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) to be paid by Brindoval to MCB, as more fully described in Section 2.1 of this Agreement.

1.18 "TTAB" means the Trademark Trial and Appeal Board of the United States Patent and Trademark Office.

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 counterclaim by Brindoval for any reason.

2.2 Escrow Deposit. Within ten (10) business days after the Effective Date, Brindoval shall deposit the full amount of the Settlement Payment into an escrow account (the "Escrow Account") established with Dralvecen National Bank (the "Escrow Agent"), located at 60 East 42nd Street, New York, NY 10165, pursuant to the terms of the Escrow Agreement in the form attached hereto as Exhibit A, which Escrow Agreement shall be executed by MCB, Brindoval, and the Escrow Agent contemporaneously with the execution of this Agreement. Patricia Dolan shall serve as the designated Escrow Officer for purposes of administering the Escrow Account. The deposit of the Settlement Payment into the Escrow Account shall be made by wire transfer of immediately available funds to the account designated by the Escrow Agent.

2.3 Release of Escrow Funds. The Settlement Payment shall be released from the Escrow Account and disbursed to MCB upon the Escrow Agent's receipt of joint written instructions from both Parties (or their respective counsel of record in the Litigation) confirming that the United States District Court for the Southern District of New York has entered an Order of Dismissal with Prejudice in the Litigation, as contemplated by Section 8.1 of this Agreement. In the event that the Order of Dismissal with Prejudice is not entered within ninety (90) days after the Effective Date for reasons not attributable to a breach by either Party, the Parties shall confer in good faith to determine the appropriate disposition of the escrowed funds.

2.4 Wire Instructions. MCB shall provide complete wire transfer instructions to the Escrow Agent no later than five (5) business days prior to the anticipated date on which the Settlement Payment is expected to be released from the Escrow Account. MCB shall be solely responsible for the accuracy and completeness of such wire transfer instructions.

2.5 Escrow Fees. All fees, charges, and expenses charged by Dralvecen National Bank in connection with the establishment and administration of the Escrow Account shall be borne equally by the Parties, with each Party responsible for fifty percent (50%) of such fees, charges, and expenses. Each Party shall pay its share of escrow fees directly to the Escrow Agent upon invoice.

2.6 Tax Treatment. Each Party shall be solely responsible for its own federal, state, and local tax obligations, if any, arising from the payment or receipt of the Settlement Payment. The Parties agree that the Settlement Payment shall be treated for tax purposes as consideration for the covenants, agreements, and licenses granted by MCB under this Agreement, and not as payment for damages, penalties, or any other characterization. Neither Party makes any representation or warranty to the other regarding the tax treatment of the Settlement Payment, and each Party is advised to consult with its own tax advisors regarding the tax consequences of this Agreement.

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 Products and in all packaging, labeling, advertising, promotional materials, point-of-sale displays, and digital platforms referencing such products. During the period between the Effective Date and the Rebranding Deadline, Brindoval may continue to sell existing inventory of Brindoval Products bearing the Original Mark, but shall not manufacture, produce, or order the production of any new packaging, labeling, or promotional materials bearing the Original Mark.

(b) Type-Size Requirement. In all uses of the Modified Mark, whether on product packaging, labeling, advertising, promotional materials, point-of-sale displays, digital platforms, or any other medium, the word "BRINDOVAL" shall appear in a typeface that is no less than seventy-five percent (75%) of the size of the words "MERIDIAN FRESH," as measured by cap height (i.e., the height of an uppercase letter in each respective typeface, measured in points or equivalent units). The word "BRINDOVAL" shall appear immediately above or immediately to the left of the words "MERIDIAN FRESH" in all renderings of the Modified Mark. In no event shall the word "BRINDOVAL" be rendered in a less prominent, less legible, or less conspicuous manner than the words "MERIDIAN FRESH." Illustrative design guidelines for the Modified Mark are set forth in Exhibit C attached hereto.

(c) After the Rebranding Deadline, Brindoval shall not use the Original Mark (MERIDIAN FRESH) without the "BRINDOVAL" prefix in any form, on any product, packaging, label, hang tag, insert, advertisement, promotional material, website, mobile application, social media account or post, or any other digital or physical platform or medium, whether now known or hereafter developed. Any use of the word "MERIDIAN" by Brindoval after the Rebranding Deadline must be in the context of the complete Modified Mark (BRINDOVAL MERIDIAN FRESH) and must comply with the type-size and positioning requirements set forth in Section 3.1(b).

3.2 Channel Restrictions.

(a) Brindoval may use the Modified Mark solely within the Brindoval Retail Channels, as defined in Section 1.4 of this Agreement—that is, exclusively in and through (i) physical retail store locations owned and operated by Brindoval under the Brindoval Home Goods brand name and (ii) Brindoval's own e-commerce platform currently accessible at www.crestviewhomegoods.com (or any successor URL owned and operated by Brindoval that prominently features the Brindoval Home Goods brand name).

(b) Brindoval shall not use the Modified Mark, the Original Mark, or any mark, brand name, trade name, domain name, or other source identifier incorporating, containing, or comprising the word "MERIDIAN" on or in connection with any Prohibited Channels, including but not limited to: (i) third-party retail platforms and e-commerce marketplaces (by way of example and not limitation, Penmark Holdings, Walmart.com, Adriatic Corporation, Cascade Holdings.com, and any similar third-party platform); (ii) third-party e-commerce marketplaces of any kind; (iii) wholesale distribution to third-party retailers, distributors, or resellers; (iv) any physical retail location not owned and operated by Brindoval under the Brindoval Home Goods brand name; or (v) any other distribution or sales channel not expressly permitted under Section 3.2(a). For the avoidance of doubt, Brindoval shall not sell, distribute, or authorize the sale or distribution of any product bearing the Modified Mark through any "shop-in-shop," concession, or similar arrangement within a third-party retail establishment.

(c) Brindoval shall use commercially reasonable efforts to monitor and prevent the resale or redistribution of Brindoval Products bearing the Modified Mark through any Prohibited Channels, including by incorporating appropriate restrictions in its terms of sale and customer agreements.

3.3 Product-Category Restrictions.

(a) Brindoval may use the Modified Mark solely in connection with Brindoval Products, as defined in Section 1.3 of this Agreement—that is, exclusively in connection with household cleaning preparations in International Class 3, limited to all-purpose cleaners, glass cleaners, disinfecting wipes, and dish soap.

(b) Brindoval shall not use the Modified Mark, the Original Mark, or any mark, brand name, trade name, domain name, or other source identifier incorporating, containing, or comprising the word "MERIDIAN" in connection with any Prohibited Categories, as defined in Section 1.13 of this Agreement, including personal care products, home fragrance products, or laundry detergent products, or in connection with any goods or services in any International Class other than International Class 3, or in connection with any goods within International Class 3 other than the specific Brindoval Products identified in Section 1.3.

(c) Brindoval shall not expand the scope of the Brindoval Products to include any additional product types (including, without limitation, bathroom cleaners, oven cleaners, carpet cleaners, stain removers, or any other cleaning preparation not expressly enumerated in Section 1.3) without the prior written consent of MCB, which consent may be withheld in MCB's sole and absolute discretion.

3.4 No Expansion. Except as expressly permitted under this Agreement, Brindoval shall not adopt, use, register, apply to register, or seek to register (whether in the United States or in any foreign jurisdiction) any trademark, service mark, trade name, domain name, social media handle, or other source identifier that contains, comprises, or incorporates the word "MERIDIAN" (or any confusingly similar variation thereof, including but not limited to "MERRIDIAN," "MERIDIEN," or "MERIDAN") for use in connection with any goods or services other than the Brindoval Products sold through the Brindoval Retail Channels, without the prior written consent of MCB, which consent may be withheld in MCB's sole and absolute discretion. This restriction applies to registrations and applications in any jurisdiction worldwide, including applications filed with the USPTO, any state trademark office, and any foreign trademark office or international registration system (including the Madrid Protocol).

3.5 MCB's Reservation of Rights. Nothing in this Agreement shall limit, restrict, impair, or otherwise affect MCB's right to use, license, sublicense, register, apply to register, enforce, expand, or otherwise exploit the MCB Marks or any other mark, trade name, domain name, or source identifier owned or controlled by MCB, in any product category, geographic area, distribution channel, or medium, whether now known or hereafter developed. MCB expressly reserves all rights not specifically granted to Brindoval hereunder. For the avoidance of doubt, MCB may, without notice to or consent from Brindoval, expand its use of the MCB Marks into new product categories, new geographic markets (including international markets), new distribution channels, and new media, and may license or authorize third parties to use the MCB Marks in any manner, at MCB's sole discretion.

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 FRESH, reflecting the Modified Mark as defined in Section 1.9 and depicted in Exhibit C;

(b) Amend the description of goods in the Brindoval Application to read as follows: "Household cleaning preparations, namely, all-purpose cleaners, glass cleaners, disinfecting wipes, and dish soap, sold exclusively through Brindoval-branded retail stores and the applicant's own e-commerce platform"; and

(c) File any additional declarations, verified statements, substitute specimens of use, or other documents or submissions required by the USPTO to support and effectuate the amendments described in subparagraphs (a) and (b) above.

4.2 Copies of Filings. Brindoval shall provide MCB's counsel of record, Calderwood & Harkness LLP (Attn: Alan Ngo, 1251 Avenue of the Americas, 40th Floor, New York, NY 10020; email: ango@calderwoodharkness.com), with complete copies of all filings, correspondence, and submissions made with or received from the USPTO pursuant to this Article 4, within five (5) business days after the date of such filing, correspondence, or submission. This obligation includes, without limitation, copies of all amendments, responses to Office Actions, declarations, specimens, and any other communications with the USPTO relating to the Brindoval Application.

4.3 Contingency of Opposition Withdrawal. MCB's obligation to withdraw the Opposition (TTAB Opposition No. 91/278,415) pursuant to Section 8.2 of this Agreement is expressly conditioned upon Brindoval's timely and complete filing of the amendments described in Section 4.1. In the event that Brindoval fails to file the required amendments within the thirty (30)-day period specified in Section 4.1, MCB shall have no obligation to withdraw the Opposition, and MCB's rights and remedies with respect to the Opposition and the Brindoval Application shall remain fully reserved and unimpaired.

4.4 Prosecution of Amended Application. Following the filing of the amendments required by Section 4.1, Brindoval shall diligently prosecute the amended Brindoval Application through registration, responding to all Office Actions and other communications from the USPTO in a timely manner. Brindoval shall keep MCB's counsel reasonably informed of the status of the amended Brindoval Application, including by providing copies of all Office Actions and Brindoval's responses thereto within five (5) business days of filing or receipt, as applicable.

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. Brindoval hereby permanently and irrevocably agrees, as an independent contractual obligation under this Agreement and not solely as a matter of compliance with the PI Order, to discontinue all use of the Original Trade Dress (including the teal-and-white color scheme and the stylized wave device, whether used individually or in combination) on any product, packaging, label, promotional material, advertisement, display, website, or other medium bearing the Modified Mark or any mark incorporating the word "MERIDIAN." This obligation shall survive any vacatur, modification, or reversal of the PI Order and shall remain in effect for the full term of this Agreement and thereafter.

5.2 Replacement Trade Dress — Review Process.

(a) Submission Requirement. Before commencing commercial use of any Replacement Trade Dress on products bearing the Modified Mark, Brindoval shall submit to MCB representative physical samples or detailed digital mockups (in high-resolution PDF format, minimum 300 dpi) of the proposed Replacement Trade Dress, including all elements thereof (color scheme, logo treatment, typeface, packaging layout, label design, and any other visual branding elements), addressed to MCB c/o Calderwood & Harkness LLP, 1251 Avenue of the Americas, 40th Floor, New York, NY 10020, Attn: Alan Ngo. Such submission shall be made at least thirty (30) calendar days prior to the intended date of first commercial use of the proposed Replacement Trade Dress.

(b) MCB Review and Objection. MCB shall have the right to review the proposed Replacement Trade Dress during the thirty (30)-day review period following receipt of Brindoval's submission. If MCB believes, in good faith, that the proposed Replacement Trade Dress is confusingly similar to MCB's packaging, trade dress, or other visual branding elements for any MCB product, MCB shall provide Brindoval with a written statement of objections specifying the elements of the Replacement Trade Dress that MCB contends are confusingly similar, together with a reasonably detailed explanation of the basis for such objections, within the thirty (30)-day review period. If MCB does not deliver written objections within the thirty (30)-day review period, MCB shall be deemed to have not objected to the proposed Replacement Trade Dress; provided, however, that MCB's failure to object shall not constitute a waiver of any rights MCB may have under trademark law or otherwise.

(c) Good-Faith Resolution. If MCB raises written objections within the thirty (30)-day review period, the Parties shall confer promptly and in good faith for a period of not more than fifteen (15) calendar days following the date of MCB's objection (the "Resolution Period") to attempt to resolve the dispute and reach mutually agreeable modifications to the proposed Replacement Trade Dress. If the Parties are unable to resolve the dispute within the Resolution Period, either Party may submit the dispute to binding arbitration pursuant to Section 10 of this Agreement.

(d) Nature of MCB's Right. For the avoidance of doubt, this Section 5.2 grants MCB a right of review and objection with respect to Brindoval's proposed Replacement Trade Dress, and does not grant MCB a right of approval, veto, or prior consent. Brindoval may proceed with commercial use of the proposed Replacement Trade Dress upon expiration of the thirty (30)-day review period if MCB has not raised written objections; provided, however, that Brindoval's use of the Replacement Trade Dress shall at all times remain subject to the prohibition set forth in Section 5.3 below and MCB's rights to seek relief under Article 9 for any breach thereof.

5.3 No Imitation. Brindoval shall not adopt, use, or display any trade dress, packaging design, color scheme, logo treatment, graphic element, or other visual branding element for products bearing the Modified Mark that imitates, is confusingly similar to, or is likely to cause confusion with, be mistaken for, or be associated with, the trade dress, packaging, or visual branding of any product manufactured, marketed, distributed, or sold by MCB under the MCB Marks or any other MCB brand. This obligation extends to all elements of trade dress, including but not limited to color combinations, fonts, graphic devices, packaging shapes, label layouts, and overall commercial impression.

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 soap) in each distinct packaging size or format offered for sale by Brindoval during the preceding calendar year. All samples shall be shipped at Brindoval's sole expense to MCB at the following address (or such other address as MCB may designate by written notice): Meridian Consumer Brands LLC, 450 Park Avenue South, 14th Floor, New York, NY 10016, Attn: Thomas R. Hennessy, General Counsel.

6.2 Quality Inspection. MCB, or its authorized representative (including any third-party quality assurance consultant or laboratory retained by MCB), shall have the right to conduct one (1) quality inspection per calendar year at any facility owned, operated, leased, or controlled by Brindoval (or any contract manufacturer engaged by Brindoval) where Brindoval Products bearing the Modified Mark are manufactured, processed, packaged, labeled, stored, or distributed. MCB shall provide Brindoval with not less than thirty (30) calendar days' prior written notice of any proposed inspection, specifying the proposed date, time, and location. All inspections shall be conducted during normal business hours (Monday through Friday, 8:00 a.m. to 6:00 p.m. local time) and shall not unreasonably interfere with Brindoval's normal business operations. Brindoval shall provide MCB's inspectors with reasonable access to the facilities, personnel, records, and documentation relevant to the manufacture, packaging, labeling, and quality control of Brindoval Products bearing the Modified Mark. MCB's inspection rights under this Section 6.2 are limited to quality assurance purposes and shall not extend to Brindoval's proprietary formulations, trade secrets, financial records, or business information not directly related to product quality.

6.3 Quality Standards. Brindoval shall ensure that all Brindoval Products bearing the Modified Mark meet commercially reasonable quality standards consistent with the standards customarily maintained in the household cleaning products industry. Without limiting the generality of the foregoing, Brindoval shall ensure that all such products comply with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to those administered by the U.S. Environmental Protection Agency, the U.S. Consumer Product Safety Commission, the Federal Trade Commission, and any applicable state regulatory agency, as well as all applicable labeling, safety, packaging, environmental, and ingredient-disclosure requirements.

6.4 Remediation. If MCB identifies any quality deficiency in any Brindoval Product bearing the Modified Mark, whether through its review of product samples provided under Section 6.1, through an inspection conducted under Section 6.2, or through other credible information coming to MCB's attention, MCB shall provide Brindoval with a written notice specifying the nature of the deficiency in reasonable detail (each, a "Deficiency Notice"). Within sixty (60) calendar days after receiving a Deficiency Notice, Brindoval shall use commercially reasonable efforts to cure and remediate the identified deficiency and shall provide MCB with a written report describing the corrective measures taken. If Brindoval fails to cure a material quality deficiency within the sixty (60)-day cure period, or if a quality deficiency poses an imminent risk to consumer health or safety, MCB may exercise any and all remedies available under Article 9 of this Agreement or at law or in equity.

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, petition to cancel, institute or maintain any inter partes proceeding against, seek to invalidate, seek to narrow, or otherwise contest the validity, enforceability, registrability, scope, or ownership of any of the MCB Marks, specifically including but not limited to:

(a) U.S. Registration No. 4,218,506 — MERIDIAN (standard character mark), International Class 3;

(b) U.S. Registration No. 5,034,771 — MERIDIAN CLEAN (standard character mark), International Class 3; and

This covenant extends to proceedings before the TTAB, any federal or state court, the USPTO, and any other administrative body or forum in any jurisdiction.

7.2 Survival. The non-challenge covenant set forth in Section 7.1 shall survive the expiration or termination of this Agreement for any reason and shall be binding upon Brindoval and its successors, assigns, and any party that acquires all or substantially all of Brindoval's assets or equity interests.

7.3 Defensive Use. Notwithstanding the foregoing, nothing in this Article 7 shall prevent Brindoval from raising defenses, affirmative defenses, or counterclaims in any future proceeding initiated by MCB against Brindoval to the extent that such defenses, affirmative defenses, or counterclaims are required to be raised under applicable law or would be waived if not asserted, including but not limited to defenses of fair use, descriptive fair use, nominative fair use, or any defense arising under the First Amendment to the United States Constitution.

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 proposed Order of Dismissal, substantially in the form attached hereto as Exhibit D. The Stipulation and proposed Order shall provide that:

(a) All claims asserted by MCB against Brindoval and all counterclaims, if any, asserted by Brindoval against MCB in the Litigation are hereby dismissed with prejudice;

(b) Each Party shall bear its own costs and attorneys' fees, except as otherwise provided in this Agreement; and

(c) The Court shall retain jurisdiction over the Parties solely for the limited purpose of enforcing the terms and conditions of this Agreement.

8.2 Withdrawal of Opposition. Contingent upon and conditioned on Brindoval's timely and complete compliance with the requirements of Article 4 of this Agreement (including the filing of all amendments to the Brindoval Application as specified in Section 4.1), MCB shall, within ten (10) business days after MCB's receipt of confirmation from Brindoval that the amendments required by Section 4.1 have been filed with the USPTO, file with the TTAB a withdrawal of the Notice of Opposition in TTAB Opposition No. 91/278,415, substantially in the form attached hereto as Exhibit E. Such withdrawal shall be filed with Brindoval's written consent, which Brindoval hereby agrees to provide promptly upon MCB's request.

8.3 Court Retention of Jurisdiction. The Stipulation of Dismissal and the proposed Order of Dismissal referenced in Section 8.1 shall expressly provide that the United States District Court for the Southern District of New York retains jurisdiction over the Parties and this Agreement solely for the purpose of enforcing the terms and conditions of this Agreement, including the entry of any injunctive or other equitable relief to which a Party may be entitled under Article 9 or Article 10 hereof. The Parties consent to the Court's retention of jurisdiction for such purpose and agree not to oppose any motion to enforce this Agreement brought before the Court in the Litigation.

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 award of monetary damages alone. Accordingly, in the event of any actual or threatened breach of this Agreement, the non-breaching Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable remedy available under applicable law, from any court of competent jurisdiction (including the United States District Court for the Southern District of New York, which retains jurisdiction pursuant to Section 8.3), without the necessity of proving actual damages, posting a bond or other security, or satisfying any other prerequisite that might otherwise be required under applicable law. The right to seek injunctive or equitable relief under this Section 9.1 shall be in addition to, and not in lieu of, any other rights or remedies available to the non-breaching Party at law or in equity.

9.2 Liquidated Damages. In the event of a breach by Brindoval of the channel restrictions set forth in Section 3.2 or the product-category restrictions set forth in Section 3.3, Brindoval shall pay to MCB liquidated damages in the amount of Five Hundred Thousand Dollars ($500,000.00) per occurrence, in addition to any and all actual damages suffered by MCB as a result of such breach, including but not limited to lost profits, diminution in the value of the MCB Marks, and corrective advertising expenses. For purposes of this Section 9.2, each distinct product offered for sale or sold through a Prohibited Channel or in a Prohibited Category shall constitute a separate "occurrence." The Parties acknowledge and agree that: (a) the actual damages to MCB from a breach of Section 3.2 or Section 3.3 would be difficult or impossible to ascertain with precision at the time of entering into this Agreement; (b) the liquidated damages amount set forth in this Section 9.2 represents a reasonable and genuine estimate of MCB's anticipated harm from such a breach, based on the Parties' assessment of the potential impact on the MCB Marks and MCB's business; and (c) the liquidated damages provision is not intended as, and shall not be construed as, a penalty.

9.3 Attorneys' Fees. In any action, proceeding, or arbitration brought to enforce, interpret, or adjudicate the rights and obligations of the Parties under this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable and documented attorneys' fees, costs, and expenses, including but not limited to expert witness fees, filing fees, arbitration fees, and travel expenses.

9.4 Cumulative Remedies. All remedies provided under this Agreement, whether at law or in equity, including without limitation injunctive relief, liquidated damages, actual damages, and attorneys' fees, are cumulative and not exclusive of any other rights or remedies to which a Party may be entitled under this Agreement, at law, in equity, or otherwise. The exercise of one remedy by a Party shall not preclude the exercise of any other remedy available to that Party.

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 respective General Counsels: Thomas R. Hennessy, General Counsel of MCB, and Karen A. Whitfield, General Counsel of Brindoval. The negotiation period shall be not less than thirty (30) calendar days from the date on which either Party delivers to the other Party a written notice identifying the Dispute and requesting negotiation under this Section 10.1 (a "Dispute Notice"). During the negotiation period, the General Counsels (or their designees) shall confer by telephone or videoconference no less than two (2) times and shall exchange such information and documents as may be reasonably necessary to facilitate resolution of the Dispute.

10.2 Mediation. If a Dispute is not resolved through good-faith negotiation within the thirty (30)-day period specified in Section 10.1, either Party may, by written notice to the other Party, submit the Dispute to mediation. The mediation shall be administered by a mediator mutually agreed upon by the Parties, or, if the Parties are unable to agree on a mediator within ten (10) business days after the date of the mediation notice, by a mediator appointed by the American Arbitration Association in accordance with its then-current mediation procedures. The mediation shall be held in New York, New York, at a mutually convenient location. The costs and fees of the mediator shall be borne equally by the Parties. Each Party shall bear its own attorneys' fees and costs in connection with the mediation. The mediation shall be completed within forty-five (45) calendar days after the appointment of the mediator, unless the Parties mutually agree to extend such period.

10.3 Binding Arbitration. If mediation is unsuccessful or if the Dispute remains unresolved upon completion of the mediation process described in Section 10.2, either Party may, by written notice to the other Party, submit the Dispute to binding arbitration. The arbitration shall be conducted in New York, New York, administered by the American Arbitration Association under its then-current Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator, who shall be a retired federal judge or an attorney with not less than fifteen (15) years of experience in intellectual property law. The arbitrator shall be selected in accordance with the American Arbitration Association's arbitrator selection procedures. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including monetary damages, equitable relief, and attorneys' fees and costs. The arbitrator's decision shall be rendered in writing, shall include findings of fact and conclusions of law, and shall be final and binding on the Parties. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction, including the United States District Court for the Southern District of New York. Notwithstanding the foregoing, this Section 10.3 shall not apply to actions for injunctive or other equitable relief under Section 9.1, which may be brought by either Party in any court of competent jurisdiction without first complying with the negotiation, mediation, or arbitration procedures set forth in this Article 10.

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 its business as presently conducted.

(b) Authority. MCB has full power, authority, and legal capacity to enter into, execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by MCB do not and will not violate, conflict with, or result in a breach of any provision of MCB's organizational documents, any agreement to which MCB is a party or by which MCB is bound, or any applicable law, regulation, order, judgment, or decree.

(c) Ownership of MCB Marks. MCB is the sole and exclusive owner of the MCB Marks and all United States trademark registrations listed in Section 1.8 and the Recitals hereof. Each such registration is valid, subsisting, and in full force and effect. MCB has not assigned, transferred, pledged, encumbered, or otherwise conveyed any right, title, or interest in or to the MCB Marks to any third party in a manner that would impair MCB's ability to perform its obligations or grant the rights contemplated under this Agreement.

(d) Due Authorization. The execution and delivery of this Agreement by MCB, and the performance by MCB of its obligations hereunder, have been duly authorized by all necessary action on the part of MCB, including any required approvals of MCB's managers, members, or other governing bodies.

11.2 Brindoval Representations and Warranties. Brindoval hereby represents and warrants to MCB as of the Effective Date as follows:

(a) Organization. Brindoval is a corporation duly organized, validly existing, and in good standing under the laws of the State of Minnesota, and has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.

(b) Authority. Brindoval has full corporate power, authority, and legal capacity to enter into, execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Brindoval do not and will not violate, conflict with, or result in a breach of any provision of Brindoval's articles of incorporation or bylaws, any agreement to which Brindoval is a party or by which Brindoval is bound, or any applicable law, regulation, order, judgment, or decree.

(c) Applicant Status. Brindoval is the sole applicant and owner of the Brindoval Application (Serial No. 97/412,558) and has full authority to amend such application as contemplated by Article 4 of this Agreement.

(d) Due Authorization. The execution and delivery of this Agreement by Brindoval, and the performance by Brindoval of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of Brindoval, including any required approvals of Brindoval's board of directors and shareholders.

(e) No Prior Transfer. Brindoval has not assigned, licensed, sublicensed, transferred, pledged, encumbered, or otherwise conveyed any right, title, or interest in or to the Original Mark, the Brindoval Application, or any associated goodwill to any third party. No third party has any right, claim, or interest in or to the Original Mark or the Brindoval Application.

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 required by applicable law, court order, regulatory requirement, subpoena, or civil investigative demand, or as necessary to enforce the terms and conditions of this Agreement in a judicial or arbitral proceeding. In the event that either Party is required by law, regulation, or legal process to disclose any confidential terms of this Agreement, such Party shall, to the extent legally permissible and practicable, provide the other Party with prompt written notice of such requirement prior to disclosure, so as to afford the other Party an opportunity to seek a protective order or other appropriate remedy.

12.2 Permitted Disclosures. Notwithstanding Section 12.1, either Party may disclose the existence and general nature of this Agreement—specifically, that the Parties have entered into a trademark coexistence arrangement resolving their disputes—without disclosing the specific financial terms (including the amount of the Settlement Payment) or the specific operational restrictions imposed herein, to the following categories of persons and entities, on a need-to-know basis:

(a) The disclosing Party's officers, directors, managers, members, and employees who have a legitimate business need to know of the Agreement's existence;

(b) The disclosing Party's outside legal counsel, accountants, auditors, tax advisors, financial advisors, lenders, investors, and other professional advisors retained by the disclosing Party;

(c) Potential acquirers of the disclosing Party or its business or assets, in connection with a bona fide due diligence process; and

(d) Such other persons as the other Party may approve in advance in writing;

provided, in each case, that such recipients are bound by written obligations of confidentiality no less restrictive than those contained in this Article 12 (or, in the case of professional advisors, are subject to professional duties of confidentiality).

12.3 Disclosure to MCB's Parent Entity. MCB may disclose the full terms and conditions of this Agreement, including the specific financial terms hereof, to MCB's parent entity, Waypoint Capital Partners LLC, and its Managing Partner, James Alderton, as reasonably necessary for MCB's internal governance, financial reporting, and investor-relations purposes, without restriction. MCB shall ensure that Waypoint Capital Partners LLC and its representatives treat the terms of this Agreement as confidential in accordance with the standards set forth in this Article 12.

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 resolve the disputes described in the Recitals.

13.2 Termination by Mutual Consent. This Agreement may be terminated at any time by the mutual written consent of both Parties, executed by authorized representatives of each Party. Any such termination by mutual consent shall specify the effective date of termination and the terms and conditions applicable to the wind-down of the Parties' respective rights and obligations hereunder.

13.3 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 fails to cure such material breach within sixty (60) calendar days after receiving written notice from the non-breaching Party specifying the nature of the breach in reasonable detail (the "Cure Period"). If the breaching Party fails to cure the material breach within the Cure Period, the termination shall become effective on the sixty-first (61st) calendar day following the date of the breach notice. For the avoidance of doubt, a failure by Brindoval to comply with the Rebranding Deadline, the channel restrictions set forth in Section 3.2, the product-category restrictions set forth in Section 3.3, or the non-challenge covenant set forth in Article 7 shall each be deemed a material breach of this Agreement.

13.4 Effect of Termination.

(a) Upon termination of this Agreement for any reason, Brindoval shall immediately and permanently cease all use of the Modified Mark, the Original Mark, and any other mark, trade name, domain name, social media handle, or other source identifier incorporating, containing, or comprising the word "MERIDIAN" (or any confusingly similar variation thereof), in any medium, format, or context. Brindoval shall, within thirty (30) calendar days after the effective date of termination, destroy or deliver to MCB all packaging, labeling, promotional materials, and other tangible materials bearing the Modified Mark or any mark incorporating the word "MERIDIAN," and shall certify such destruction or delivery in writing to MCB.

(b) The following provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason and shall remain in full force and effect: Article 2 (Settlement Payment), to the extent the Settlement Payment has not been fully paid and released prior to termination; Article 7 (Non-Challenge Covenant); Article 9 (Remedies for Breach); Article 10 (Dispute Resolution); Article 12 (Confidentiality); this Section 13.4 (Effect of Termination); Article 14 (Indemnification); Section 15.1 (Governing Law); Section 15.2 (Jurisdiction); Section 15.3 (Entire Agreement); and any other provision that by its nature or terms is intended to survive termination.

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 (including reasonable and documented attorneys' fees, expert witness fees, and costs of investigation) (collectively, "Losses") arising out of, relating to, or resulting from: (a) Brindoval's use of the Modified Mark, the Original Mark, or any mark incorporating the word "MERIDIAN" in violation of or inconsistent with this Agreement; (b) the quality, safety, composition, labeling, packaging, advertising, marketing, manufacture, distribution, or sale of any Brindoval Product, including any product liability claim, consumer protection claim, regulatory enforcement action, or personal injury or property damage claim related to any Brindoval Product; or (c) any breach by Brindoval of any of its representations, warranties, covenants, or obligations under this Agreement.

14.2 Indemnification by MCB. MCB shall indemnify, defend, and hold harmless Brindoval and its officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Brindoval Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from any breach by MCB of any of its representations, warranties, covenants, or obligations under this Agreement.

14.3 Indemnification Procedures. Any Party seeking indemnification under this Article 14 (the "Indemnified Party") shall: (a) promptly notify the indemnifying Party (the "Indemnifying Party") in writing of any claim or proceeding for which indemnification is sought; (b) cooperate with the Indemnifying Party in the defense of such claim or proceeding; and (c) permit the Indemnifying Party to control the defense and settlement of such claim or proceeding, provided that the Indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the Indemnified Party without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. A failure by the Indemnified Party to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced thereby.

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 require the application of the law of any other juris

TRADEMARK COEXISTENCE AGREEMENT
FIRST DRAFT
March 6, 2023
Prepared by Calderwood & Harkness LLP Subject to Further Negotiation — Not for Execution
March 6, 2023
CONFIDENTIAL — SUBJECT TO FURTHER NEGOTIATION — NOT FOR EXECUTION
VIA EMAIL AND OVERNIGHT COURIER
Gregory T. Halverson, Esq. Halverson McKay & Pruitt LLP 225 South Sixth Street, Suite 4200 Minneapolis, MN 55402
Re: Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483 (S.D.N.Y.); TTAB Opposition No. 91/278,415 — Trademark Coexistence Agreement — First Draft
C&H Matter No. 1011-00003
Dear Greg:
On behalf of our client, Meridian Consumer Brands LLC, we enclose herewith the first draft of the proposed Trademark Coexistence Agreement between Meridian Consumer Brands LLC and Brindoval Home Goods Inc., reflecting the principal terms of the framework term sheet reached during the court-ordered mediation conducted on February 15, 2023 before retired Judge Harold K. Novotny. This draft is transmitted for discussion purposes only and is subject to further negotiation and revision by the Parties and their respective counsel. It does not constitute an offer or a binding commitment by either Party, and neither Party shall be bound unless and until a definitive agreement is executed and delivered by authorized representatives of both Parties.
We look forward to receiving your comments at your earliest convenience and are available to schedule a call to discuss any questions or proposed revisions.
Very truly yours,
Christy Bauer Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, NY 10020 Tel: (212) 558-4000
Email: cbauer@calderwoodharkness.com
Enclosure
TRADEMARK COEXISTENCE AGREEMENT
This Trademark Coexistence Agreement (this "Agreement") is entered into as of [____], 2023 (the "Effective Date"), by and between:
MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company, with its principal place of business at 450 Park Avenue South, 14th Floor, New York, NY 10016 ("MCB" or "Meridian");
and
BRINDOVAL HOME GOODS INC., a Minnesota corporation, with its principal place of business at 7200 France Avenue South, Suite 300, Edina, MN 55435 ("Brindoval" or "CHG").
MCB and Brindoval are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, MCB is a consumer packaged goods company engaged in the manufacture, marketing, distribution, and sale of household cleaning, personal care, and home fragrance products distributed through grocery, club, mass-merchandise, and e-commerce channels throughout all fifty (50) states of the United States, with total fiscal year 2022 revenue of approximately Three Hundred Eighty-Seven Million Dollars ($387,000,000.00);
WHEREAS, MCB is the owner of the following United States trademark registrations issued by the United States Patent and Trademark Office ("USPTO"):
(i) U.S. Registration No. 4,218,506 — MERIDIAN (standard character mark), International Class 3 (cleaning preparations), registered August 14, 2012, with a claimed date of first use in commerce of approximately 2011;
(ii) U.S. Registration No. 5,034,771 — MERIDIAN CLEAN (standard character mark), International Class 3 (cleaning preparations), registered October 18, 2016; and
(iii) U.S. Registration No. 5,589,320 — MERIDIAN (stylized logo with wave device), International Class 3 (cleaning preparations), registered July 10, 2018;
(collectively, the "MCB Marks");
WHEREAS, MCB has used the MCB Marks continuously in interstate commerce since approximately 2011 in connection with a range of household cleaning products, and MCB's MERIDIAN-branded cleaning product line generated approximately Ninety-Four Million Five Hundred Thousand Dollars ($94,500,000.00) in revenue in fiscal year 2022, representing approximately 24.4% of MCB's total revenue for such period, supported by cumulative advertising and promotional expenditures of approximately Forty-Seven Million Two Hundred Thousand Dollars ($47,200,000.00) from 2011 through 2022;
WHEREAS, Brindoval is a regional home goods retailer operating one hundred forty-eight (148) retail stores under the Brindoval Home Goods brand across twelve (12) Midwestern and Mountain West states, together with an e-commerce platform accessible at www.crestviewhomegoods.com, with total fiscal year 2022 revenue of approximately Two Billion One Hundred Million Dollars ($2,100,000,000.00);
WHEREAS, Brindoval filed United States trademark application Serial No. 97/412,558 for the mark MERIDIAN FRESH (standard character) in International Class 3 on May 12, 2022, and commenced use of the MERIDIAN FRESH mark in connection with a private-label line of household cleaning products—including all-purpose spray, glass cleaner, disinfecting wipes, and dish soap—in its retail stores and on its e-commerce platform beginning in approximately July 2022;
WHEREAS, MCB filed a Notice of Opposition before the Trademark Trial and Appeal Board ("TTAB"), Opposition No. 91/278,415, on October 14, 2022, opposing registration of Brindoval's application Serial No. 97/412,558 on the grounds of likelihood of confusion with the MCB Marks pursuant to Section 2(d) of the Lanham Act, 15 U.S.C. § 1052(d);
WHEREAS, MCB filed a Complaint against Brindoval in the United States District Court for the Southern District of New York on November 7, 2022, captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483 (Hon. Patricia M. Albright) (the "Litigation"), asserting claims for federal trademark infringement under Section 32(1) of the Lanham Act, 15 U.S.C. § 1114(1), false designation of origin under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), and trademark dilution under New York General Business Law § 360-l;
WHEREAS, on January 9, 2023, the Court issued an Order (the "PI Order") granting in part MCB's Motion for Preliminary Injunction, ordering Brindoval to modify its packaging trade dress by removing the stylized wave device and changing the teal-and-white color scheme within forty-five (45) days of the PI Order, but declining to enjoin Brindoval's use of the word mark MERIDIAN FRESH pending trial on the merits;
WHEREAS, on February 15, 2023, the Parties participated in a court-ordered mediation before retired Judge Harold K. Novotny of Novotny ADR Services LLC, held in New York, New York, and reached a framework term sheet setting forth the principal terms of a proposed resolution of all disputes between the Parties relating to the MCB Marks, Brindoval's MERIDIAN FRESH mark, and any related trade dress (the "Term Sheet"); and
WHEREAS, the Parties now desire to memorialize and effectuate the terms of the Term Sheet, to resolve fully and finally all disputes between them relating to the MCB Marks, Brindoval's MERIDIAN FRESH mark, and any related trade dress, and to establish the terms under which Brindoval may continue to use a modified version of its mark in certain defined channels and product categories, all as more fully set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:
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 reference.
1.2 "Brindoval Application" means United States trademark application Serial No. 97/412,558 for the mark MERIDIAN FRESH (standard character), filed in International Class 3 on May 12, 2022, and currently pending before the United States Patent and Trademark Office.
1.3 "Brindoval Products" means household cleaning preparations in International Class 3, limited exclusively to the following product types: (a) all-purpose cleaners, (b) glass cleaners, (c) disinfecting wipes, and (d) dish soap. For the avoidance of doubt, "Brindoval Products" does not include any personal care products, home fragrance products, laundry detergent products, or any other product type.
1.4 "Brindoval Retail Channels" means, collectively: (a) physical retail store locations owned and operated by Brindoval under the Brindoval Home Goods brand name, as listed on Schedule 1 hereto (as updated from time to time in accordance with Section 1.4(c) below); and (b) Brindoval's own e-commerce platform currently accessible at the URL www.crestviewhomegoods.com (or any successor URL owned and operated by Brindoval that prominently features the Brindoval Home Goods brand name). For the avoidance of doubt:
(i) "Brindoval Retail Channels" does not include any third-party retail platform, third-party e-commerce marketplace, wholesale distribution channel, or any physical retail location not owned and operated by Brindoval;
(ii) in the event Brindoval opens new retail store locations after the Effective Date, such locations shall be deemed included within the definition of "Brindoval Retail Channels" provided that Brindoval updates Schedule 1 in accordance with subparagraph (c) below; and
(iii) Brindoval shall update Schedule 1 on an annual basis, no later than January 31 of each calendar year, to reflect any new store openings, closures, or relocations occurring during the prior calendar year, and shall deliver such updated Schedule 1 to MCB concurrently with the product samples required under Section 6.1.
1.5 "Effective Date" means the date first written above in the preamble to this Agreement.
1.6 "Escrow Agent" means Dralvecen National Bank, a national banking association, located at 60 East 42nd Street, New York, NY 10165, acting through its designated Escrow Officer, Patricia Dolan, or such successor escrow officer as Dralvecen National Bank may designate from time to time upon written notice to the Parties.
1.7 "Litigation" means 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.
1.8 "MCB Marks" means, collectively, the following United States trademark registrations owned by MCB: (a) U.S. Registration No. 4,218,506 for the mark MERIDIAN (standard character), International Class 3; (b) U.S. Registration No. 5,034,771 for the mark MERIDIAN CLEAN (standard character), International Class 3; and (c) U.S. Registration No. 5,589,320 for the mark MERIDIAN (stylized logo with wave device), International Class 3. Copies of the registration certificates for the MCB Marks are attached hereto as Exhibit B.
1.9 "Modified Mark" means the composite mark BRINDOVAL MERIDIAN FRESH, as described in Section 3.1 and depicted in the design guidelines set forth in Exhibit C.
1.10 "Opposition" means TTAB Opposition No. 91/278,415, filed by MCB on October 14, 2022, against the Brindoval Application.
1.11 "Original Mark" means the mark MERIDIAN FRESH, as used by Brindoval in connection with the Brindoval Products prior to the Effective Date.
1.12 "Original Trade Dress" means the teal-and-white color scheme and stylized wave device used on Brindoval's MERIDIAN FRESH product packaging prior to the entry of the PI Order on January 9, 2023.
1.13 "Prohibited Categories" means: (a) personal care products (including, without limitation, soaps, shampoos, conditioners, body washes, lotions, deodorants, and oral care products); (b) home fragrance products (including, without limitation, candles, reed diffusers, room sprays, and plug-in air fresheners); and (c) laundry detergent products (including, without limitation, liquid detergents, powder detergents, laundry pods, and fabric softeners), in each case marketed, sold, or distributed under any mark incorporating the word "MERIDIAN."
1.14 "Prohibited Channels" means any retail, distribution, or sales channel other than the Brindoval Retail Channels, including but not limited to: (a) third-party retail platforms and e-commerce marketplaces (by way of example and not limitation, Penmark Holdings, Walmart.com, Adriatic Corporation, Cascade Holdings.com, and any similar platform); (b) wholesale distribution to third-party retailers or distributors; (c) any physical retail location not owned and operated by Brindoval under the Brindoval Home Goods brand name; and (d) any direct-to-consumer sales channel other than Brindoval's own e-commerce platform as defined in Section 1.4(b).
1.15 "Rebranding Deadline" means the date that is one hundred twenty (120) calendar days after the Effective Date.
1.16 "Replacement Trade Dress" means any new trade dress, packaging design, color scheme, logo treatment, or other visual branding elements adopted by Brindoval for use on products bearing the Modified Mark, pursuant to and in compliance with the requirements of Section 5 of this Agreement.
1.17 "Settlement Payment" means the one-time lump-sum payment of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) to be paid by Brindoval to MCB, as more fully described in Section 2.1 of this Agreement.
1.18 "TTAB" means the Trademark Trial and Appeal Board of the United States Patent and Trademark Office.
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 counterclaim by Brindoval for any reason.
2.2 Escrow Deposit. Within ten (10) business days after the Effective Date, Brindoval shall deposit the full amount of the Settlement Payment into an escrow account (the "Escrow Account") established with Dralvecen National Bank (the "Escrow Agent"), located at 60 East 42nd Street, New York, NY 10165, pursuant to the terms of the Escrow Agreement in the form attached hereto as Exhibit A, which Escrow Agreement shall be executed by MCB, Brindoval, and the Escrow Agent contemporaneously with the execution of this Agreement. Patricia Dolan shall serve as the designated Escrow Officer for purposes of administering the Escrow Account. The deposit of the Settlement Payment into the Escrow Account shall be made by wire transfer of immediately available funds to the account designated by the Escrow Agent.
2.3 Release of Escrow Funds. The Settlement Payment shall be released from the Escrow Account and disbursed to MCB upon the Escrow Agent's receipt of joint written instructions from both Parties (or their respective counsel of record in the Litigation) confirming that the United States District Court for the Southern District of New York has entered an Order of Dismissal with Prejudice in the Litigation, as contemplated by Section 8.1 of this Agreement. In the event that the Order of Dismissal with Prejudice is not entered within ninety (90) days after the Effective Date for reasons not attributable to a breach by either Party, the Parties shall confer in good faith to determine the appropriate disposition of the escrowed funds.
2.4 Wire Instructions. MCB shall provide complete wire transfer instructions to the Escrow Agent no later than five (5) business days prior to the anticipated date on which the Settlement Payment is expected to be released from the Escrow Account. MCB shall be solely responsible for the accuracy and completeness of such wire transfer instructions.
2.5 Escrow Fees. All fees, charges, and expenses charged by Dralvecen National Bank in connection with the establishment and administration of the Escrow Account shall be borne equally by the Parties, with each Party responsible for fifty percent (50%) of such fees, charges, and expenses. Each Party shall pay its share of escrow fees directly to the Escrow Agent upon invoice.
2.6 Tax Treatment. Each Party shall be solely responsible for its own federal, state, and local tax obligations, if any, arising from the payment or receipt of the Settlement Payment. The Parties agree that the Settlement Payment shall be treated for tax purposes as consideration for the covenants, agreements, and licenses granted by MCB under this Agreement, and not as payment for damages, penalties, or any other characterization. Neither Party makes any representation or warranty to the other regarding the tax treatment of the Settlement Payment, and each Party is advised to consult with its own tax advisors regarding the tax consequences of this Agreement.
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 Products and in all packaging, labeling, advertising, promotional materials, point-of-sale displays, and digital platforms referencing such products. During the period between the Effective Date and the Rebranding Deadline, Brindoval may continue to sell existing inventory of Brindoval Products bearing the Original Mark, but shall not manufacture, produce, or order the production of any new packaging, labeling, or promotional materials bearing the Original Mark.
(b) Type-Size Requirement. In all uses of the Modified Mark, whether on product packaging, labeling, advertising, promotional materials, point-of-sale displays, digital platforms, or any other medium, the word "BRINDOVAL" shall appear in a typeface that is no less than seventy-five percent (75%) of the size of the words "MERIDIAN FRESH," as measured by cap height (i.e., the height of an uppercase letter in each respective typeface, measured in points or equivalent units). The word "BRINDOVAL" shall appear immediately above or immediately to the left of the words "MERIDIAN FRESH" in all renderings of the Modified Mark. In no event shall the word "BRINDOVAL" be rendered in a less prominent, less legible, or less conspicuous manner than the words "MERIDIAN FRESH." Illustrative design guidelines for the Modified Mark are set forth in Exhibit C attached hereto.
(c) After the Rebranding Deadline, Brindoval shall not use the Original Mark (MERIDIAN FRESH) without the "BRINDOVAL" prefix in any form, on any product, packaging, label, hang tag, insert, advertisement, promotional material, website, mobile application, social media account or post, or any other digital or physical platform or medium, whether now known or hereafter developed. Any use of the word "MERIDIAN" by Brindoval after the Rebranding Deadline must be in the context of the complete Modified Mark (BRINDOVAL MERIDIAN FRESH) and must comply with the type-size and positioning requirements set forth in Section 3.1(b).
3.2 Channel Restrictions.
(a) Brindoval may use the Modified Mark solely within the Brindoval Retail Channels, as defined in Section 1.4 of this Agreement—that is, exclusively in and through (i) physical retail store locations owned and operated by Brindoval under the Brindoval Home Goods brand name and (ii) Brindoval's own e-commerce platform currently accessible at www.crestviewhomegoods.com (or any successor URL owned and operated by Brindoval that prominently features the Brindoval Home Goods brand name).
(b) Brindoval shall not use the Modified Mark, the Original Mark, or any mark, brand name, trade name, domain name, or other source identifier incorporating, containing, or comprising the word "MERIDIAN" on or in connection with any Prohibited Channels, including but not limited to: (i) third-party retail platforms and e-commerce marketplaces (by way of example and not limitation, Penmark Holdings, Walmart.com, Adriatic Corporation, Cascade Holdings.com, and any similar third-party platform); (ii) third-party e-commerce marketplaces of any kind; (iii) wholesale distribution to third-party retailers, distributors, or resellers; (iv) any physical retail location not owned and operated by Brindoval under the Brindoval Home Goods brand name; or (v) any other distribution or sales channel not expressly permitted under Section 3.2(a). For the avoidance of doubt, Brindoval shall not sell, distribute, or authorize the sale or distribution of any product bearing the Modified Mark through any "shop-in-shop," concession, or similar arrangement within a third-party retail establishment.
(c) Brindoval shall use commercially reasonable efforts to monitor and prevent the resale or redistribution of Brindoval Products bearing the Modified Mark through any Prohibited Channels, including by incorporating appropriate restrictions in its terms of sale and customer agreements.
3.3 Product-Category Restrictions.
(a) Brindoval may use the Modified Mark solely in connection with Brindoval Products, as defined in Section 1.3 of this Agreement—that is, exclusively in connection with household cleaning preparations in International Class 3, limited to all-purpose cleaners, glass cleaners, disinfecting wipes, and dish soap.
(b) Brindoval shall not use the Modified Mark, the Original Mark, or any mark, brand name, trade name, domain name, or other source identifier incorporating, containing, or comprising the word "MERIDIAN" in connection with any Prohibited Categories, as defined in Section 1.13 of this Agreement, including personal care products, home fragrance products, or laundry detergent products, or in connection with any goods or services in any International Class other than International Class 3, or in connection with any goods within International Class 3 other than the specific Brindoval Products identified in Section 1.3.
(c) Brindoval shall not expand the scope of the Brindoval Products to include any additional product types (including, without limitation, bathroom cleaners, oven cleaners, carpet cleaners, stain removers, or any other cleaning preparation not expressly enumerated in Section 1.3) without the prior written consent of MCB, which consent may be withheld in MCB's sole and absolute discretion.
3.4 No Expansion. Except as expressly permitted under this Agreement, Brindoval shall not adopt, use, register, apply to register, or seek to register (whether in the United States or in any foreign jurisdiction) any trademark, service mark, trade name, domain name, social media handle, or other source identifier that contains, comprises, or incorporates the word "MERIDIAN" (or any confusingly similar variation thereof, including but not limited to "MERRIDIAN," "MERIDIEN," or "MERIDAN") for use in connection with any goods or services other than the Brindoval Products sold through the Brindoval Retail Channels, without the prior written consent of MCB, which consent may be withheld in MCB's sole and absolute discretion. This restriction applies to registrations and applications in any jurisdiction worldwide, including applications filed with the USPTO, any state trademark office, and any foreign trademark office or international registration system (including the Madrid Protocol).
3.5 MCB's Reservation of Rights. Nothing in this Agreement shall limit, restrict, impair, or otherwise affect MCB's right to use, license, sublicense, register, apply to register, enforce, expand, or otherwise exploit the MCB Marks or any other mark, trade name, domain name, or source identifier owned or controlled by MCB, in any product category, geographic area, distribution channel, or medium, whether now known or hereafter developed. MCB expressly reserves all rights not specifically granted to Brindoval hereunder. For the avoidance of doubt, MCB may, without notice to or consent from Brindoval, expand its use of the MCB Marks into new product categories, new geographic markets (including international markets), new distribution channels, and new media, and may license or authorize third parties to use the MCB Marks in any manner, at MCB's sole discretion.
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 FRESH, reflecting the Modified Mark as defined in Section 1.9 and depicted in Exhibit C;
(b) Amend the description of goods in the Brindoval Application to read as follows: "Household cleaning preparations, namely, all-purpose cleaners, glass cleaners, disinfecting wipes, and dish soap, sold exclusively through Brindoval-branded retail stores and the applicant's own e-commerce platform"; and
(c) File any additional declarations, verified statements, substitute specimens of use, or other documents or submissions required by the USPTO to support and effectuate the amendments described in subparagraphs (a) and (b) above.
4.2 Copies of Filings. Brindoval shall provide MCB's counsel of record, Calderwood & Harkness LLP (Attn: Alan Ngo, 1251 Avenue of the Americas, 40th Floor, New York, NY 10020; email: ango@calderwoodharkness.com), with complete copies of all filings, correspondence, and submissions made with or received from the USPTO pursuant to this Article 4, within five (5) business days after the date of such filing, correspondence, or submission. This obligation includes, without limitation, copies of all amendments, responses to Office Actions, declarations, specimens, and any other communications with the USPTO relating to the Brindoval Application.
4.3 Contingency of Opposition Withdrawal. MCB's obligation to withdraw the Opposition (TTAB Opposition No. 91/278,415) pursuant to Section 8.2 of this Agreement is expressly conditioned upon Brindoval's timely and complete filing of the amendments described in Section 4.1. In the event that Brindoval fails to file the required amendments within the thirty (30)-day period specified in Section 4.1, MCB shall have no obligation to withdraw the Opposition, and MCB's rights and remedies with respect to the Opposition and the Brindoval Application shall remain fully reserved and unimpaired.
4.4 Prosecution of Amended Application. Following the filing of the amendments required by Section 4.1, Brindoval shall diligently prosecute the amended Brindoval Application through registration, responding to all Office Actions and other communications from the USPTO in a timely manner. Brindoval shall keep MCB's counsel reasonably informed of the status of the amended Brindoval Application, including by providing copies of all Office Actions and Brindoval's responses thereto within five (5) business days of filing or receipt, as applicable.
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. Brindoval hereby permanently and irrevocably agrees, as an independent contractual obligation under this Agreement and not solely as a matter of compliance with the PI Order, to discontinue all use of the Original Trade Dress (including the teal-and-white color scheme and the stylized wave device, whether used individually or in combination) on any product, packaging, label, promotional material, advertisement, display, website, or other medium bearing the Modified Mark or any mark incorporating the word "MERIDIAN." This obligation shall survive any vacatur, modification, or reversal of the PI Order and shall remain in effect for the full term of this Agreement and thereafter.
5.2 Replacement Trade Dress — Review Process.
(a) Submission Requirement. Before commencing commercial use of any Replacement Trade Dress on products bearing the Modified Mark, Brindoval shall submit to MCB representative physical samples or detailed digital mockups (in high-resolution PDF format, minimum 300 dpi) of the proposed Replacement Trade Dress, including all elements thereof (color scheme, logo treatment, typeface, packaging layout, label design, and any other visual branding elements), addressed to MCB c/o Calderwood & Harkness LLP, 1251 Avenue of the Americas, 40th Floor, New York, NY 10020, Attn: Alan Ngo. Such submission shall be made at least thirty (30) calendar days prior to the intended date of first commercial use of the proposed Replacement Trade Dress.
(b) MCB Review and Objection. MCB shall have the right to review the proposed Replacement Trade Dress during the thirty (30)-day review period following receipt of Brindoval's submission. If MCB believes, in good faith, that the proposed Replacement Trade Dress is confusingly similar to MCB's packaging, trade dress, or other visual branding elements for any MCB product, MCB shall provide Brindoval with a written statement of objections specifying the elements of the Replacement Trade Dress that MCB contends are confusingly similar, together with a reasonably detailed explanation of the basis for such objections, within the thirty (30)-day review period. If MCB does not deliver written objections within the thirty (30)-day review period, MCB shall be deemed to have not objected to the proposed Replacement Trade Dress; provided, however, that MCB's failure to object shall not constitute a waiver of any rights MCB may have under trademark law or otherwise.
(c) Good-Faith Resolution. If MCB raises written objections within the thirty (30)-day review period, the Parties shall confer promptly and in good faith for a period of not more than fifteen (15) calendar days following the date of MCB's objection (the "Resolution Period") to attempt to resolve the dispute and reach mutually agreeable modifications to the proposed Replacement Trade Dress. If the Parties are unable to resolve the dispute within the Resolution Period, either Party may submit the dispute to binding arbitration pursuant to Section 10 of this Agreement.
(d) Nature of MCB's Right. For the avoidance of doubt, this Section 5.2 grants MCB a right of review and objection with respect to Brindoval's proposed Replacement Trade Dress, and does not grant MCB a right of approval, veto, or prior consent. Brindoval may proceed with commercial use of the proposed Replacement Trade Dress upon expiration of the thirty (30)-day review period if MCB has not raised written objections; provided, however, that Brindoval's use of the Replacement Trade Dress shall at all times remain subject to the prohibition set forth in Section 5.3 below and MCB's rights to seek relief under Article 9 for any breach thereof.
5.3 No Imitation. Brindoval shall not adopt, use, or display any trade dress, packaging design, color scheme, logo treatment, graphic element, or other visual branding element for products bearing the Modified Mark that imitates, is confusingly similar to, or is likely to cause confusion with, be mistaken for, or be associated with, the trade dress, packaging, or visual branding of any product manufactured, marketed, distributed, or sold by MCB under the MCB Marks or any other MCB brand. This obligation extends to all elements of trade dress, including but not limited to color combinations, fonts, graphic devices, packaging shapes, label layouts, and overall commercial impression.
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 soap) in each distinct packaging size or format offered for sale by Brindoval during the preceding calendar year. All samples shall be shipped at Brindoval's sole expense to MCB at the following address (or such other address as MCB may designate by written notice): Meridian Consumer Brands LLC, 450 Park Avenue South, 14th Floor, New York, NY 10016, Attn: Thomas R. Hennessy, General Counsel.
6.2 Quality Inspection. MCB, or its authorized representative (including any third-party quality assurance consultant or laboratory retained by MCB), shall have the right to conduct one (1) quality inspection per calendar year at any facility owned, operated, leased, or controlled by Brindoval (or any contract manufacturer engaged by Brindoval) where Brindoval Products bearing the Modified Mark are manufactured, processed, packaged, labeled, stored, or distributed. MCB shall provide Brindoval with not less than thirty (30) calendar days' prior written notice of any proposed inspection, specifying the proposed date, time, and location. All inspections shall be conducted during normal business hours (Monday through Friday, 8:00 a.m. to 6:00 p.m. local time) and shall not unreasonably interfere with Brindoval's normal business operations. Brindoval shall provide MCB's inspectors with reasonable access to the facilities, personnel, records, and documentation relevant to the manufacture, packaging, labeling, and quality control of Brindoval Products bearing the Modified Mark. MCB's inspection rights under this Section 6.2 are limited to quality assurance purposes and shall not extend to Brindoval's proprietary formulations, trade secrets, financial records, or business information not directly related to product quality.
6.3 Quality Standards. Brindoval shall ensure that all Brindoval Products bearing the Modified Mark meet commercially reasonable quality standards consistent with the standards customarily maintained in the household cleaning products industry. Without limiting the generality of the foregoing, Brindoval shall ensure that all such products comply with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to those administered by the U.S. Environmental Protection Agency, the U.S. Consumer Product Safety Commission, the Federal Trade Commission, and any applicable state regulatory agency, as well as all applicable labeling, safety, packaging, environmental, and ingredient-disclosure requirements.
6.4 Remediation. If MCB identifies any quality deficiency in any Brindoval Product bearing the Modified Mark, whether through its review of product samples provided under Section 6.1, through an inspection conducted under Section 6.2, or through other credible information coming to MCB's attention, MCB shall provide Brindoval with a written notice specifying the nature of the deficiency in reasonable detail (each, a "Deficiency Notice"). Within sixty (60) calendar days after receiving a Deficiency Notice, Brindoval shall use commercially reasonable efforts to cure and remediate the identified deficiency and shall provide MCB with a written report describing the corrective measures taken. If Brindoval fails to cure a material quality deficiency within the sixty (60)-day cure period, or if a quality deficiency poses an imminent risk to consumer health or safety, MCB may exercise any and all remedies available under Article 9 of this Agreement or at law or in equity.
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, petition to cancel, institute or maintain any inter partes proceeding against, seek to invalidate, seek to narrow, or otherwise contest the validity, enforceability, registrability, scope, or ownership of any of the MCB Marks, specifically including but not limited to:
(a) U.S. Registration No. 4,218,506 — MERIDIAN (standard character mark), International Class 3;
(b) U.S. Registration No. 5,034,771 — MERIDIAN CLEAN (standard character mark), International Class 3; and
(c) U.S. Registration No. 5,589,320 — MERIDIAN (stylized logo with wave device), International Class 3.
This covenant extends to proceedings before the TTAB, any federal or state court, the USPTO, and any other administrative body or forum in any jurisdiction.
7.2 Survival. The non-challenge covenant set forth in Section 7.1 shall survive the expiration or termination of this Agreement for any reason and shall be binding upon Brindoval and its successors, assigns, and any party that acquires all or substantially all of Brindoval's assets or equity interests.
7.3 Defensive Use. Notwithstanding the foregoing, nothing in this Article 7 shall prevent Brindoval from raising defenses, affirmative defenses, or counterclaims in any future proceeding initiated by MCB against Brindoval to the extent that such defenses, affirmative defenses, or counterclaims are required to be raised under applicable law or would be waived if not asserted, including but not limited to defenses of fair use, descriptive fair use, nominative fair use, or any defense arising under the First Amendment to the United States Constitution.
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 proposed Order of Dismissal, substantially in the form attached hereto as Exhibit D. The Stipulation and proposed Order shall provide that:
(a) All claims asserted by MCB against Brindoval and all counterclaims, if any, asserted by Brindoval against MCB in the Litigation are hereby dismissed with prejudice;
(b) Each Party shall bear its own costs and attorneys' fees, except as otherwise provided in this Agreement; and
(c) The Court shall retain jurisdiction over the Parties solely for the limited purpose of enforcing the terms and conditions of this Agreement.
8.2 Withdrawal of Opposition. Contingent upon and conditioned on Brindoval's timely and complete compliance with the requirements of Article 4 of this Agreement (including the filing of all amendments to the Brindoval Application as specified in Section 4.1), MCB shall, within ten (10) business days after MCB's receipt of confirmation from Brindoval that the amendments required by Section 4.1 have been filed with the USPTO, file with the TTAB a withdrawal of the Notice of Opposition in TTAB Opposition No. 91/278,415, substantially in the form attached hereto as Exhibit E. Such withdrawal shall be filed with Brindoval's written consent, which Brindoval hereby agrees to provide promptly upon MCB's request.
8.3 Court Retention of Jurisdiction. The Stipulation of Dismissal and the proposed Order of Dismissal referenced in Section 8.1 shall expressly provide that the United States District Court for the Southern District of New York retains jurisdiction over the Parties and this Agreement solely for the purpose of enforcing the terms and conditions of this Agreement, including the entry of any injunctive or other equitable relief to which a Party may be entitled under Article 9 or Article 10 hereof. The Parties consent to the Court's retention of jurisdiction for such purpose and agree not to oppose any motion to enforce this Agreement brought before the Court in the Litigation.
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 award of monetary damages alone. Accordingly, in the event of any actual or threatened breach of this Agreement, the non-breaching Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable remedy available under applicable law, from any court of competent jurisdiction (including the United States District Court for the Southern District of New York, which retains jurisdiction pursuant to Section 8.3), without the necessity of proving actual damages, posting a bond or other security, or satisfying any other prerequisite that might otherwise be required under applicable law. The right to seek injunctive or equitable relief under this Section 9.1 shall be in addition to, and not in lieu of, any other rights or remedies available to the non-breaching Party at law or in equity.
9.2 Liquidated Damages. In the event of a breach by Brindoval of the channel restrictions set forth in Section 3.2 or the product-category restrictions set forth in Section 3.3, Brindoval shall pay to MCB liquidated damages in the amount of Five Hundred Thousand Dollars ($500,000.00) per occurrence, in addition to any and all actual damages suffered by MCB as a result of such breach, including but not limited to lost profits, diminution in the value of the MCB Marks, and corrective advertising expenses. For purposes of this Section 9.2, each distinct product offered for sale or sold through a Prohibited Channel or in a Prohibited Category shall constitute a separate "occurrence." The Parties acknowledge and agree that: (a) the actual damages to MCB from a breach of Section 3.2 or Section 3.3 would be difficult or impossible to ascertain with precision at the time of entering into this Agreement; (b) the liquidated damages amount set forth in this Section 9.2 represents a reasonable and genuine estimate of MCB's anticipated harm from such a breach, based on the Parties' assessment of the potential impact on the MCB Marks and MCB's business; and (c) the liquidated damages provision is not intended as, and shall not be construed as, a penalty.
9.3 Attorneys' Fees. In any action, proceeding, or arbitration brought to enforce, interpret, or adjudicate the rights and obligations of the Parties under this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable and documented attorneys' fees, costs, and expenses, including but not limited to expert witness fees, filing fees, arbitration fees, and travel expenses.
9.4 Cumulative Remedies. All remedies provided under this Agreement, whether at law or in equity, including without limitation injunctive relief, liquidated damages, actual damages, and attorneys' fees, are cumulative and not exclusive of any other rights or remedies to which a Party may be entitled under this Agreement, at law, in equity, or otherwise. The exercise of one remedy by a Party shall not preclude the exercise of any other remedy available to that Party.
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 respective General Counsels: Thomas R. Hennessy, General Counsel of MCB, and Karen A. Whitfield, General Counsel of Brindoval. The negotiation period shall be not less than thirty (30) calendar days from the date on which either Party delivers to the other Party a written notice identifying the Dispute and requesting negotiation under this Section 10.1 (a "Dispute Notice"). During the negotiation period, the General Counsels (or their designees) shall confer by telephone or videoconference no less than two (2) times and shall exchange such information and documents as may be reasonably necessary to facilitate resolution of the Dispute.
10.2 Mediation. If a Dispute is not resolved through good-faith negotiation within the thirty (30)-day period specified in Section 10.1, either Party may, by written notice to the other Party, submit the Dispute to mediation. The mediation shall be administered by a mediator mutually agreed upon by the Parties, or, if the Parties are unable to agree on a mediator within ten (10) business days after the date of the mediation notice, by a mediator appointed by the American Arbitration Association in accordance with its then-current mediation procedures. The mediation shall be held in New York, New York, at a mutually convenient location. The costs and fees of the mediator shall be borne equally by the Parties. Each Party shall bear its own attorneys' fees and costs in connection with the mediation. The mediation shall be completed within forty-five (45) calendar days after the appointment of the mediator, unless the Parties mutually agree to extend such period.
10.3 Binding Arbitration. If mediation is unsuccessful or if the Dispute remains unresolved upon completion of the mediation process described in Section 10.2, either Party may, by written notice to the other Party, submit the Dispute to binding arbitration. The arbitration shall be conducted in New York, New York, administered by the American Arbitration Association under its then-current Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator, who shall be a retired federal judge or an attorney with not less than fifteen (15) years of experience in intellectual property law. The arbitrator shall be selected in accordance with the American Arbitration Association's arbitrator selection procedures. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including monetary damages, equitable relief, and attorneys' fees and costs. The arbitrator's decision shall be rendered in writing, shall include findings of fact and conclusions of law, and shall be final and binding on the Parties. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction, including the United States District Court for the Southern District of New York. Notwithstanding the foregoing, this Section 10.3 shall not apply to actions for injunctive or other equitable relief under Section 9.1, which may be brought by either Party in any court of competent jurisdiction without first complying with the negotiation, mediation, or arbitration procedures set forth in this Article 10.
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 its business as presently conducted.
(b) Authority. MCB has full power, authority, and legal capacity to enter into, execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by MCB do not and will not violate, conflict with, or result in a breach of any provision of MCB's organizational documents, any agreement to which MCB is a party or by which MCB is bound, or any applicable law, regulation, order, judgment, or decree.
(c) Ownership of MCB Marks. MCB is the sole and exclusive owner of the MCB Marks and all United States trademark registrations listed in Section 1.8 and the Recitals hereof. Each such registration is valid, subsisting, and in full force and effect. MCB has not assigned, transferred, pledged, encumbered, or otherwise conveyed any right, title, or interest in or to the MCB Marks to any third party in a manner that would impair MCB's ability to perform its obligations or grant the rights contemplated under this Agreement.
(d) Due Authorization. The execution and delivery of this Agreement by MCB, and the performance by MCB of its obligations hereunder, have been duly authorized by all necessary action on the part of MCB, including any required approvals of MCB's managers, members, or other governing bodies.
11.2 Brindoval Representations and Warranties. Brindoval hereby represents and warrants to MCB as of the Effective Date as follows:
(a) Organization. Brindoval is a corporation duly organized, validly existing, and in good standing under the laws of the State of Minnesota, and has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.
(b) Authority. Brindoval has full corporate power, authority, and legal capacity to enter into, execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Brindoval do not and will not violate, conflict with, or result in a breach of any provision of Brindoval's articles of incorporation or bylaws, any agreement to which Brindoval is a party or by which Brindoval is bound, or any applicable law, regulation, order, judgment, or decree.
(c) Applicant Status. Brindoval is the sole applicant and owner of the Brindoval Application (Serial No. 97/412,558) and has full authority to amend such application as contemplated by Article 4 of this Agreement.
(d) Due Authorization. The execution and delivery of this Agreement by Brindoval, and the performance by Brindoval of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of Brindoval, including any required approvals of Brindoval's board of directors and shareholders.
(e) No Prior Transfer. Brindoval has not assigned, licensed, sublicensed, transferred, pledged, encumbered, or otherwise conveyed any right, title, or interest in or to the Original Mark, the Brindoval Application, or any associated goodwill to any third party. No third party has any right, claim, or interest in or to the Original Mark or the Brindoval Application.
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 required by applicable law, court order, regulatory requirement, subpoena, or civil investigative demand, or as necessary to enforce the terms and conditions of this Agreement in a judicial or arbitral proceeding. In the event that either Party is required by law, regulation, or legal process to disclose any confidential terms of this Agreement, such Party shall, to the extent legally permissible and practicable, provide the other Party with prompt written notice of such requirement prior to disclosure, so as to afford the other Party an opportunity to seek a protective order or other appropriate remedy.
12.2 Permitted Disclosures. Notwithstanding Section 12.1, either Party may disclose the existence and general nature of this Agreement—specifically, that the Parties have entered into a trademark coexistence arrangement resolving their disputes—without disclosing the specific financial terms (including the amount of the Settlement Payment) or the specific operational restrictions imposed herein, to the following categories of persons and entities, on a need-to-know basis:
(a) The disclosing Party's officers, directors, managers, members, and employees who have a legitimate business need to know of the Agreement's existence;
(b) The disclosing Party's outside legal counsel, accountants, auditors, tax advisors, financial advisors, lenders, investors, and other professional advisors retained by the disclosing Party;
(c) Potential acquirers of the disclosing Party or its business or assets, in connection with a bona fide due diligence process; and
(d) Such other persons as the other Party may approve in advance in writing;
provided, in each case, that such recipients are bound by written obligations of confidentiality no less restrictive than those contained in this Article 12 (or, in the case of professional advisors, are subject to professional duties of confidentiality).
12.3 Disclosure to MCB's Parent Entity. MCB may disclose the full terms and conditions of this Agreement, including the specific financial terms hereof, to MCB's parent entity, Waypoint Capital Partners LLC, and its Managing Partner, James Alderton, as reasonably necessary for MCB's internal governance, financial reporting, and investor-relations purposes, without restriction. MCB shall ensure that Waypoint Capital Partners LLC and its representatives treat the terms of this Agreement as confidential in accordance with the standards set forth in this Article 12.
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 resolve the disputes described in the Recitals.
13.2 Termination by Mutual Consent. This Agreement may be terminated at any time by the mutual written consent of both Parties, executed by authorized representatives of each Party. Any such termination by mutual consent shall specify the effective date of termination and the terms and conditions applicable to the wind-down of the Parties' respective rights and obligations hereunder.
13.3 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 fails to cure such material breach within sixty (60) calendar days after receiving written notice from the non-breaching Party specifying the nature of the breach in reasonable detail (the "Cure Period"). If the breaching Party fails to cure the material breach within the Cure Period, the termination shall become effective on the sixty-first (61st) calendar day following the date of the breach notice. For the avoidance of doubt, a failure by Brindoval to comply with the Rebranding Deadline, the channel restrictions set forth in Section 3.2, the product-category restrictions set forth in Section 3.3, or the non-challenge covenant set forth in Article 7 shall each be deemed a material breach of this Agreement.
13.4 Effect of Termination.
(a) Upon termination of this Agreement for any reason, Brindoval shall immediately and permanently cease all use of the Modified Mark, the Original Mark, and any other mark, trade name, domain name, social media handle, or other source identifier incorporating, containing, or comprising the word "MERIDIAN" (or any confusingly similar variation thereof), in any medium, format, or context. Brindoval shall, within thirty (30) calendar days after the effective date of termination, destroy or deliver to MCB all packaging, labeling, promotional materials, and other tangible materials bearing the Modified Mark or any mark incorporating the word "MERIDIAN," and shall certify such destruction or delivery in writing to MCB.
(b) The following provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason and shall remain in full force and effect: Article 2 (Settlement Payment), to the extent the Settlement Payment has not been fully paid and released prior to termination; Article 7 (Non-Challenge Covenant); Article 9 (Remedies for Breach); Article 10 (Dispute Resolution); Article 12 (Confidentiality); this Section 13.4 (Effect of Termination); Article 14 (Indemnification); Section 15.1 (Governing Law); Section 15.2 (Jurisdiction); Section 15.3 (Entire Agreement); and any other provision that by its nature or terms is intended to survive termination.
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 (including reasonable and documented attorneys' fees, expert witness fees, and costs of investigation) (collectively, "Losses") arising out of, relating to, or resulting from: (a) Brindoval's use of the Modified Mark, the Original Mark, or any mark incorporating the word "MERIDIAN" in violation of or inconsistent with this Agreement; (b) the quality, safety, composition, labeling, packaging, advertising, marketing, manufacture, distribution, or sale of any Brindoval Product, including any product liability claim, consumer protection claim, regulatory enforcement action, or personal injury or property damage claim related to any Brindoval Product; or (c) any breach by Brindoval of any of its representations, warranties, covenants, or obligations under this Agreement.
14.2 Indemnification by MCB. MCB shall indemnify, defend, and hold harmless Brindoval and its officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Brindoval Indemnified Parties") from and against any and all Losses arising out of, relating to, or resulting from any breach by MCB of any of its representations, warranties, covenants, or obligations under this Agreement.
14.3 Indemnification Procedures. Any Party seeking indemnification under this Article 14 (the "Indemnified Party") shall: (a) promptly notify the indemnifying Party (the "Indemnifying Party") in writing of any claim or proceeding for which indemnification is sought; (b) cooperate with the Indemnifying Party in the defense of such claim or proceeding; and (c) permit the Indemnifying Party to control the defense and settlement of such claim or proceeding, provided that the Indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the Indemnified Party without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. A failure by the Indemnified Party to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced thereby.
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 require the application of the law of any other juris

TRADEMARK COEXISTENCE AGREEMENT

FIRST DRAFT

VIA EMAIL AND OVERNIGHT COURIER

TRADEMARK COEXISTENCE AGREEMENT

RECITALS

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