Sample Business Contracts

License Agreement - King Features Syndicate Inc., Hearst Corp., Popeyes Inc. and A. Copeland Enterprises Inc.

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        THIS LICENSE made this 19th day of December, 1985 by and between:

                         KING FEATURES SYNDICATE, INC.
                              235 East 45th Street
                            New York, New York 10017
                               ("King Features")


                            THE HEARST CORPORATION,
                        King Features Syndicate Division
                              235 East 45th Street
                            New York, New York 10017


                                 POPEYES, INC.
                            A Louisiana corporation,
                          1333 South Clearview Parkway
                           Jefferson, Louisiana 70121


                         A. COPELAND ENTERPRISES, INC.,
                            A Louisiana Corporation
                          1333 South Clearview Parkway
                           Jefferson, Louisiana 70121

        WHEREAS, King Features is the owner of the copyright in the characters 
contained in a cartoon strip entitled "Popeye," including their names, pictures,
likenesses, images, symbols, caricatures, cartoons and signatures (hereinafter 
collectively referred to as "Popeye cartoon"); and

        WHEREAS, the first cartoon featuring the Popeye character was published 
January 17, 1929 under the title "The Thimble Theater-Now Showing Gobs of Work" 
and the copyright therein was duly registered by King Features Syndicate, Inc., 
a predecessor in interest of the present King Features under certificate C1.K5, 
No. 36345, and renewed, by King Features under R164,887, for a term ending 
December 31, 2004; and
        WHEREAS, the Popeye cartoon has been published from time to time in 
various forms and media and the copyright therein has been duly registered by 
King Features or its predecessor in interest; and

        WHEREAS, King Features is a wholly owned subsidiary of Hearst and has 
granted to Hearst certain rights to license the copyrights which King Features 
owns; and 

        WHEREAS, Hearst granted A. Copeland Enterprises, Inc., a Louisiana 
corporation, ("Copeland") a license on March 24, 1976 to the sole and exclusive 
right in the U.S. to use the copyrighted Popeye cartoon in its business and 
trade, and the advertising thereof, which is described as the operation and 
supply and franchising the operation of restaurants specializing in the sale of 
food items such as fried chicken, french fries and other prepared or packaged 
food or food ingredients (hereinafter "Trade and Business"); and

        WHEREAS, Popeyes is the successor of Copeland's rights under the March 
24, 1976 license from Hearts, Popeyes having agreed to perform and be bound by 
all of the covenants, conditions and obligations therein; and

        WHEREAS, Popeyes is desirous of having a written license to reflect its 
rights under the aforesaid agreement for recording in the Copyright Office 
pursuant to 17 U.S.C. 205; and

        WHEREAS, Copeland is desirous of having said written license recorded in
the Copyright Office.

        NOW, THEREFORE, good and valuable consideration being extant, it is 
hereby agreed by and between the parties that:

        1.      The parties ratify and confirm that Popeyes has the sole 
exclusive right in the United States to use the Popeye cartoon in its Trade and 
Business and in the advertising thereof pursuant to a license from Hearst under 
copyright certificate C1.K5, No. 363,887, and the subsequent registrations of 
the copyright of the Popeye cartoon obtained by King Features.

        2.      The rights of Popeyes to use the Popeye cartoon are subject to 
and limited by the terms and conditions of the March 24, 1976 license.

        3.      The term of this license shall be for one (1) year and shall be 
automatically renewed from year to year as of January 1st of each year, provided
that Popeyes has performed all of the terms and conditions set forth in the 
March 24, 1976 agreement, and that it is not in default or breach of the 

Notwithstanding anything to the contrary, however, Popeyes may terminate this
license on ninety (90) days' written notice.

        4.      As a material condition of this license, Popeyes shall properly 
affix to each reproduction of the Popeye cartoon or any part thereof licensed 
hereunder such due notice of copyright in the name of King Features Syndicate, 
Inc., (or any other such name as is furnished to Popeyes in writing by Hearst), 
as is provided by the Universal Copyright Convention, such as "(C) By King 
Features Syndicate, Inc." and including in such notice as part  thereof the 
proper year of years.

        5.      Upon the happening of any one of the following events, Hearst 
shall have the option to terminate this agreement forthwith:

                A.      The filing by Popeyes of a petition in bankruptcy.

                B.      The filing against Popeyes of a petition in bankruptcy 
        and the failure of it to take affirmative action within sixty (60) days
        to have such petition dismissed.

                C.      The making by Popeyes of a general assignment for the 
        benefit of its creditors.

                D.      The involuntry appointment of a receiver or trustee of 
        all or substantially all of Popeyes' assets and the failure of Popeyes 
        to take affirmative action within sixty (60) days to have such 
        appointment dismissed.

                E.      The application for relief by Popeyes under any 
        insolvency law.

                F.      The liquidation in whole or in part of Popeyes' 

        6.      The rights granted pursuant to the March 24, 1976 agreement and 
ratified herein are personal to Popeyes and its subsidiary corporations, and may
not, in whole or in part, be transferred or assigned without Hearsts' prior 
written consent, which will not be unreasonably withheld.  However, Popeyes 
shall have the right to sublicense its rights hereunder to its franchisees 
provided said franchisees are also bound by the same quality obligations imposed
on Popeyes under the March 24, 1976 license and hereunder.  Notwithstanding the 
foregoing, nothing in this paragraph shall relieve Popeyes of its obligations 
under this agreement or the March 24, 1976 license.

        7.      Except as otherwise provided herein, Hearst and King Features 
warrant and represent they have not heretofore granted nor will they hereafter 
grant any rights inconsistent with or in 

direct conflict with those granted herein. King Features further warrants and
represents that it is the copyright proprietor of the Popeye cartoon. It is
understood that no warranty or representation is made by Hearst or King Features
with regard to the use of the name WIMPY or variations thereof and the use of
said name may subject Popeyes to legal liability.

        8.      Nothing herein contained shall be deemed to create a 
partnership, joint venture or other similar relationship between the parties.

        9.      Popeyes has no right to use the Popeye cartoon or any part 
thereof or equivalent thereto except to the extent expressly permitted 
hereunder.  Popeyes shall have no right hereunder to reproduce, use or sell, or 
cause to be sold, reproductions of the Popeye cartoon or any part thereof, 
either alone or in combination with any product or thing offered for sale or 
resale, except as specifically authorized for the purposes of its Business and 
Trade with respect to the described operation of the restaurant business.

        10.     Upon termination of this agreement, Popeyes will not in any way 
or manner in connection with the sale of any product, service or thing use or 
cause to be used, directly or indirectly, the Popeye cartoon or any part, name 
or element thereof as licensed herein.  However, nothing herein shall be 
construed to require the discontinuance of the POPEYES mark for restaurant 
services and food products by Popeyes after this agreement is terminated.

        11.     Any and all rights in and to the Popeye cartoon and characters 
not expressly granted to Popeyes are reserved to Hearst and King Features and 
any one or more of these said rights may be exercised or enjoyed by Hearst and 
King Features, directly or indirectly at any and all times.

        12.     This agreement, coupled with the March 24, 1976 agreement, sets 
forth the entire understanding of the parties and may not be modified or waived,
in whole or in part, except in writing signed by the party against whom such 
modification or waiver is sought to be enforced.  There are no warranties, 
representations or promises other than those expressly set forth herein or in 
the March 24, 1976 agreement.

        13.     This agreement shall be construed in accordance with and 
governed by the laws of the states of America, state of New York.

        14.     This agreement shall be binding upon and inure to the benefit of
The Hearst Corporation and its successors and assigns.

        15.     Copeland guarantees that Popeyes shall fully perform all of the 
covenants, conditions and obligations, contained in the March 24, 1976 license 
and in this agreement.

        16.     In the event of the declaration by a judicial tribunal having 
jurisdiction over the parties of the invalidity of any portion of this 
agreement, such decision shall not affect the remaining portion, which shall 
remain and continue in full force and effect.

        IN WITNESS WHEREOF, the parties have executed this agreement to be 
effective the month, day and year first above written.

King Features Syndicate Division

BY /s/                                          BY /s/ 
   --------------------------                      ----------------------

TITLE: President                                TITLE: President
       ----------------------                         -------------------

A.  COPELAND ENTERPRISES, INC.                          POPEYES, INC.

BY /s/ Alvin C. Copeland                        BY /s/   
  ---------------------------                      -----------------------
     Alvin C. Copeland

TITLE: President                                TITLE: President
       ----------------------                          -------------------