License Agreement [Assignment and Amendment] - Hearst Corp., A. Copeland Enterprises Inc. and Popeyes Famous Fried Chicken Inc.
Assignment and Amendment
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WHEREAS, King Features Syndicate Division of THE HEARST CORPORATION, a
Delaware Corporation having an office at 235 East 45th Street, New York, New
York, United States of America (hereinafter referred to as "King Features") and
A. COPELAND ENTERPRISES, INC., a Louisiana Corporation having an office at 1333
South Clearview Parkway Jefferson, Louisiana, United States of America
(hereinafter referred to as "Copeland") entered into an agreement dated March
11, 1976 (the "Domestic Agreement") relating to the use of the Popeye cartoon
strip in the United States in connection with Copeland's business; and
WHEREAS, POPEYES FAMOUS FRIED CHICKEN, INC. a Louisiana corporation
having an office at 1333 South Clearview Parkway, Jefferson, Louisiana, United
States of America (hereinafter referred to as "PFFC") desired to be assigned
such rights as were previously licensed to Copeland; and
WHEREAS, Copeland desires to induce King Features to consent to the
said assignment.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements hereinafter set forth, it is hereby mutually
covenanted and agreed by and between the parties hereto as follows:
1. Copeland hereby assigns to PFFC all of the rights which were
licensed to it under the Domestic Agreement.
2. PFFC hereby assumes and agrees to perform and be bound by all
of the covenants, conditions and obligations contained in the Domestic
Agreement and warrants that its business and trade is the same as described in
paragraph 2 of the Domestic Agreement.
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3. Copeland guarantees that PFFC shall fully perform all of the
covenants, conditions and obligations, contained in the Domestic Agreement as
amended herein.
4. King Features hereby consents to the said assignment by
Copeland to PFFC of all the rights which were licensed to Copeland under the
Domestic Agreement.
5. PFFC guarantees that royalties paid to King Features in New York
under the Domestic Agreement shall equal at least $1 million United States
Dollars ($1,000,000.00.) during the period commencing January 1, 1981 and ending
December 31, 1985. To the extent that royalties are paid during this said period
to King Features pursuant to an agreement entered as of even date herewith
covering certain countries around the world between King Features and PFFC
(hereinafter referred to as the "International Agreement" royalties shall be
combined with the royalties paid to King Features under the Domestic Agreement
in determining if PFFC has met its minimum royalty obligation. PFFC agrees to
pay King Features the minimum royalty in no less than the increments listed in
the following schedule:
Royalty For Year Ending Royalty
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December 31, 1981 $150,000
December 31, 1982 $170,000
December 31, 1983 $200,000
December 31, 1984 $230,000
December 31, 1985 $250,000
Any balance due of the minimum royalty shall be payable in United States
currency within ninety (90) days of the end of each year.
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Any payments by PFFC to King Features required by the above schedule in excess
of actual royalties due under paragraph 3 of the Domestic Agreement and
paragraph 4 of the International Agreement collectively, may be taken as a
credit by PFFC against any subsequent royalties due under paragraph 3 of the
Domestic Agreement to the extent that such royalties exceed the minimum royalty
due for that year until King Features has received a cumulative minimum royalty
of $1,000,000.00.
6. PFFC agrees to pay the said minimum royalty of $1 million
United States Dollars set forth in paragraph 5 herein whether or not either or
both the Domestic Agreement and the International Agreement terminates or is
terminated and such obligation shall survive the termination(s) and shall be
paid in accordance with and at the time required by paragraph 5 herein.
7. The construction and validity of this assignment and each and
every provision hereof, and of the rights and duties of the parties hereunder,
shall be governed by the internal laws of the State of New York, United States
of America.
8. All of the covenants, conditions and obligations contained in
the Domestic Agreement, except as expressly modified
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herein, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Amendment to be executed as of January 1, 1981.
A. COPELAND ENTERPRISES, INC.
BY: /s/ Alvin C. Copeland
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Alvin C. Copeland, President
POPEYES FAMOUS FRIED CHICKEN, INC.
BY: /s/ Alvin C. Copeland
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Alvin C. Copeland, President
THE HEARST CORPORATION
KING FEATURES SYNDICATE DIVISION
BY: /s/
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