Extract to table

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

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 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

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 (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

Within 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 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