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Assignment of License Agreements - Hansen's Juice Creations LLC and Fresh Smoothie LLC

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ASSIGNMENT OF LICENSE AGREEMENTS

THIS ASSIGNMENT OF LICENSE AGREEMENTS (this "Assignment") is made as of February
___, 1999, by HANSEN'S JUICE  CREATIONS,  LLC, a California,  limited  liability
company  ("Assignor"),  to FRESH SMOOTHIE,  LLC, a California  limited liability
company ("Assignee").

RECITALS

         A.  Pursuant  to the  tems  and  conditions  of  that  certain  Royalty
Agreement, dated April 26, 1996. attached hereto as Exhibit "A" and incorporated
herein by this reference (the "Trust Royalty Agreement"),  Gary Hansen,  Anthony
Kane and Burton S. Rosky,  collectively  as Trustees  under that  certain  Trust
Agreement dated as of July 27, 1992, for the benefit of Hansen's  Juices,  Inc.,
("HJI"),  granted to Assignor an  exclusive  worldwide  right and license to use
that certain "Hansen's"  trademark,  which is registered as Registration  Number
1,258,780 in the United States Patent and Trademark Office (the "Trademark'), on
or in connection  with the  manufacture,  sale and  distribution of fresh brewed
coffee,  coffee flavored drinks, coffee beans and/or ground coffee, food spreads
and baked goods.

         B.  Pursuant  to the  terms  and  conditions  of that  certain  Royalty
Agreement, dated April 26, 1996, attached hereto as Exhibit "B" and incorporated
herein by this reference (the "'HJI Royalty Agreement"), HJI granted to Assignor
an  exclusive  worldwide  right  and  license  to  use  the  Trademark  on or in
connection with the manufacture,  sale and  distribution of fresh juices,  fresh
juice products, and other products as described in the HJI Royalty Agreement.

         C. The HJI Royalty  Agreement was amended by that certain  Amendment to
Royalty  Agreement,  dated  May 9,  1997,  attached  hereto as  Exhibit  "C" and
incorporated herein by this reference.

         D. The HJI  Royalty  Agreement  and the Trust  Royalty  Agreement  were
amended by that certain letter agreement, dated May 14, 1996, attached hereto as
Exhibit "D" and incorporated herein by this reference. As used hereinafter,  the
HJI Royalty Agreement,  as amended, and the Trust Royalty Agreement, as amended,
shall collectively be referred to as the "Royalty Agreements."

         E. Assignor is a party to that certain Operating Agreement of Assignee,
of even date  herewith  (the  "Operating  Agreement"),  and  Assignor  wishes to
contribute Its rights under the Royalty  Agreements to Assignee in exchange for,
among other things, a membership interest in Assignee.

         F. In furtherance of Assignor's contribution to the capital of Assignee
described  above,  Assignor desires and has agreed to transfer all of its right,
title and interest in and to the Royalty  Agreements  to Assignee,  and Assignee
desires  and has  agreed to assume all of the  obligations  and  liabilities  of
Assignor with respect to the Royalty Agreement, upon the terms and conditions as
set forth hereinafter.

         In  consideration  of the  foregoing  and of the mutual  covenants  and
agreements contained herein, and for other valuable  consideration,  the receipt
and  sufficiency of which is hereby  acknowledged,  Assignor and Assignee hereby
agree as follows:

         1.  Assignment.  Assignor  hereby assigns to Assignee all of Assignor's
right, title and interest in and to the Royalty Agreements,  including,  but not
limited to, Assignor's  duties,  obligations and liabilities  required under the
Royalty Agreements.

         2.  Assumption.  Assignee hereby assumes  Assignor's  right,  title and
interest in and to the Royalty  Agreements.  Assignee  hereby  further agrees to
assume and perform all of Assignor's duties, obligations and liabilities created
under the Royalty Agreements that accrue following the date of this Assignment.

         3.       Consideration.

         4.       Royalty Payments

         Notwithstanding  anything to the contrary  contained in this Agreement,
it is understood  and agreed that in order to accelerate the receipt by Assignor
of the Royalty Payments,  Assignor shall continue to exclusively market and sell
products  pursuant to the "bag in the box" program until such time that Assignor
has received payment in full of the Royalty Payments,  provided,  however, it is
understood  and agreed  that the "net sales  proceeds"  (as  defined  hereafter)
received by Assignor from  Assignor's sale of "bag in the box" products shall be
credited and offset  against the Royalty  Payments.  Upon receipt by Assignor of
payment in full of the Royalty Payments,  then Assignee shall have the exclusive
right  to  market  and  sell  "bag in the box  products.  The  term  "net  sales
proceeds," as used  hereinabove  shall mean the gross sales price of all "bag In
the box"  products  sold by  Assignor,  less  Assignor's  direct  costs for such
products  and the One  Percent  (1%)  royalty  fee due to Fresh  Juice  Company.
Assignor  shall submit to Assignee,  on a monthly  basis,  an itemized  schedule
setting  forth  all "bag in the box" net  sales  proceeds  (including  the gross
amount of such sales, the purchasers names,  itemization of direct costs,  etc),
and such other back-up documentation as requested by Assignee.

         5. Representations and Warrantees of Assignor.  Assignor represents and
warrants to  Assignee  that the  statements  contained  in this  Paragraph 5 are
correct and complete as of the date of this Assignment.

         a.  Authorization  of  Transaction.  Assignor  has the full  power  and
authority to enter into this Assignment,  Without limiting the generality of the
foregoing,  the members of Assignor has duty authorized the execution,  delivery
and performance of this Assignment by Assignor, which authorization is set forth
in Schedule 1, attached hereto and incorporated  herein by this reference.  This
Assignment  constitutes  the valid and legally  binding  obligation of Assignor,
enforceable in accordance with its terms and conditions.

         b. Compliance with Royalty  Agreements.  Assignor is in full compliance
with all aspects of the Royalty  Agreements.  The  execution and the delivery of
this  Assignment  does not conflict  with,  result in a breach of,  constitute a
default under,  terminate,  modify,  or cancel,  or require any notice under the
Royalty Agreements.

         c.   Consents.   Assignor   has  obtained   all   necessary   consents,
authorizations,   approvals  and  orders,   and  has  made  all   registrations,
qualifications, designations, declarations or filings with all federal, state or
other  relevant  governmental  authorities  required  on the part of Assignor in
connection with the consummation of this Assignment.

         d. Noncontravention. The execution and delivery of this Assignment does
not violate any constitution, statute, regulations, rule, injunction, judgement,
order,   decree  ruling,   charge  or  other   restriction  of  any  government,
governmental  agency,  or court to which Assignor is subject or any provision of
Assignor's Operating Agreement.

         e.  Liabilities.  Assignor does not have any liabilities or obligations
(and  there is no basis for any  present  or future  action,  suit,  proceeding,
hearing,  investigation,  charge,  complaint,  claim, or demand against Assignor
giving rise to any liabilities or  obligations),  except for the liabilities and
obligations  expressly set forth in Schedule 2, attached hereto and incorporated
herein by this reference.  Except as set forth In Schedule 2, there are no liens
or security  interest on or related to any of Assignor's  property,  which liens
and  security  interests  shall be released on or before the  execution  of this
Assignment by Assignor.

         f. Legal  Compliance.  Assignor bas complied with all  applicablc  laws
(including rules,  regulations,  codes, plans, injunctions,  judgments,  orders,
decrees,  rulings, and charges thereunder) of federal,  state, local and foreign
governments (and all agencies thereof, and no action, suit, proceeding, hearing,
investigation,  charge,  complaint,  claim,  demand, or notice has been filed or
commenced against Assignor alleging any failure to so comply.

         g. Taxes.  Assignor  has filed all tax  returns  that it is required to
file. All such tax returns were correct and complete in all respects.  Except as
provided in Schedule 3,  Assignor has no tax  liabilities  and all taxes owed by
Assignor  (whether or not shown on any tax return) have been paid. To Assignor's
knowledge,  there are no tax liens or  security  interests  on or related to the
Trademark or the Royalty  Agreements in  connection  with any failure to pay any
taxes by Assignor,

         h.  Trademark.  Assignor  has the right to use the  Trademark  on or in
connection with the manufacturer,  sale and distribution of fresh juices,  fresh
juice  products,  fresh brewed coffee,  coffee  flavored  drinks,  coffee beans,
ground  coffee,  food  spreads,  and  baked  goods,   pursuant  to  the  Royalty
Agreements.  The  Trademark  shall be available for use by Assignee on identical
terms and conditions pursuant to the Royalty Agreements  immediately  subsequent
to this  Assignment.  Assignor has taken all necessary and desirable  actions to
maintain  and  protect  the  Trademark  granted by the  Royalty  Agreements.  To
Assignor's  knowledge,  there are no hens of security interests on or related to
the Trademark. Assignor bas not transferred any other rights, title or interests
in the Trademark or the Royalty Agreements.  To Assignor's  knowledge,  Assignor
has not interfered with, infringed-upon, misappropriated, or otherwise come into
conflict with, any rights of third parties with respect to the Trademark.

         i. Royalty Agreements. Assignor has delivered to Assignee a correct and
complete copy of the Royalty Agreements,  as amended,  which are attached hereto
its Exhibits "A" through "D". To Assignor's knowledge, and except for the claims
asserted by  Hansen's  Beverage  Company  and Rodney C. Sacks,  a Trustee of the
Hansen's  Trust,  Pursuant  to that  certain  Demand  for  Arbitration  with the
American  Arbitration  Association,  dated  October 30,  1998,  against (a) Gary
Hansen,  Anthony  Kane and Burton  Rosky,  collectively  as Trustees  under that
certain Trust Agreement dated July 27. 1992 for the benefit of HJI, (b) Hansen's
Juice Creations, LLC, and (iii) The Fresh Juice Company of California, Inc.:

                  (i)  The  Royalty  Agreements  are  legal,   valid,   binding,
enforceable,  and in full force and  effect;  (ii) The Royalty  Agreements  will
continue to be legal, valid, binding,  enforceable, and in full force and effect
on identical
                           terms following the consummation of this Assignment;
(iii)                      No party is in  breach or  default,  and no event has
                           occurred  which  with  notice or lapse of time  would
                           cause  to  be  a  breach   or   default,   or  permit
                           termination   or   modification   under  the  Royalty
                           Agreements;
(iv) No party has repudiated any provision of the Royalty Agreements; and (v) No
party has a lien or security interest against the Royalty Agreements.

         j. Solvency of Assignor.  Assignor is not  "insolvent" (as that term is
defined in I I U.S.C.  ss. 101 (32)) or the subject of an insolvency  proceeding
(including,  without limitation,  an assignment for the benefit of creditors,  a
voluntary  or  involuntary  bankruptcy  proceeding,  or  the  appointment  of  a
receiver,  trustee or other custodian for Assignor's  assets),  and neither this
Assignment  or  the  Security  Agreement  (as  described  below)  constitutes  a
"fraudulent transfer" (as defined in Title I I of the United States Coda and the
California Uniform Fraudulent  Transfer Act,  California Civil Code Section 3439
et seq.) or will have the  effect  of  hindering,  delaying  or  defrauding  any
creditors of Assignor.

         k. Insurance.  Assignor has in full force and affect insurance policies
with coverage in sufficient  amounts with respect to any liabilities  created by
its use of the  Trademarks,  the  sale of  products  and  such  other  insurance
coverage as is customary in businesses like Assignor's business.

         6.   Survival   of   Representations   and   Warranties.   All  of  the
representations  and warranties  contained in this Assignment  shall survive the
execution  of this  Assignment  and shall  Continue  in fall  force  and  effect
thereafter (subject to any applicable statutes of limitations).

         7. Indemnity.

         a. In the event  Assignor  breaches  (or in the  event any third  party
alleges  facts  that) if true,  would mean  Assignor  has  breached)  any of its
representations and warranties  contained herein, then Assignor hereby agrees to
indemnify  and hold  harmless  Assignee  from and  against,  any and all  costs,
expenses,  judgements,  liabilities,  damages and losses of any type  (including
reasonable attorneys fees and costs) that Assignee may suffer as a result of any
claim, demands, costs or judgements resulting from, arising out of, relating to,
in the nature of, or caused by the breach (or of the alleged breach) by Assignor
of its representations and warranties set forth in Paragraph 5 above.

         b. In the event  Assignor  shall be  obligated  to  indemnify  Assignee
pursuant to Paragraph  7(a) above,  then Assignee shall deliver a written demand
to Assignor describing the costs, expenses, judgments,  liabilities, damages and
losses suffered by Assignee,  including the amount of the indemnification sought
by Assignee (the "Indemnification  Demand").  Assignor shall respond to Assignee
within  ten (10)  business  days after  Assignor  receives  the  Indemnification
Demand,  which response shall state Assignor's  election pay Assignee the amount
of the indemnity  sought.  If Assignor  elects not to pay Assignee the amount of
the indemnity,  or does not respond to the Indemnification Demand, then Assignee
shall be  entitled to  exercise  all of its rights and  remedies as act forth in
that certain  Security  Agreement,  of even date  herewith,  attached  hereto as
Exhibit  "E" and  incorporated  herein  by this  reference,  including,  but not
limited  to the right  offset  the  amount of the  indemnification  against  any
Royalty Payments, Cash Payments and Assignor's membership interest in Assignee.

         c. If any third party shall notify  Assignor with respect to any matter
("Third Party Claim") which may give rise to a claim for indemnification against
Assignor under this Paragraph 7, then Assignor shall promptly notify Assignee in
writing of such Third Party Claim.  Assignee  shall have the right to assume and
thereafter  conduct  the  defame  of any  Third  Party  Claim  with  counsel  of
Assignee's  choice,  unless and until Assignee  assumes the defense of the Third
Party  Claim,  Assignor  shall  defend  the Third  Party  Claim in a  reasonably
appropriate  manner. In no event shall Assignor or Assignee consent to the entry
of judgement or enter into any settlement  with respect to the Third Party Claim
without the prior written  consent of the other party. If Assignee shall pay any
amounts In  connection  with the Third Party Claim,  including  attorneys  fees,
Assignee  shall  have the  right to seek  indemnification  for all such  amounts
expended by Assignee, in the manner provided by Paragraph 7(b) above,

         8. Miscellaneous.

         a. Entire Agreement.  This Assignment (including the documents referred
to herein)  constitutes the entire agreement between Assignor and Assignee,  and
supersedes  any  prior  understandings,  agreements,  or  representations  by or
between  Assignor and Assignee,  written or oral, to the extent that are related
in any way to the subject matter hereof.

         b. No Third Party  Beneficiaries.  This Assignment shall not confer any
rights or remedies upon any party other than  Assignor and  Assignee,  and their
respective successors and assigns.

         c. Successors and Assigns.  This  Assignment  shall be binding upon and
inure to the benefit of and be  enforceable  by the  respective  successors  and
assigns of the panics hereto.

         d.  Counterparts.  This  Assignment  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

         e.  Headings.  The section  headings  contained in this  Assignment are
inserted  for  convenience  only and shall not in any way affect the  meaning or
interpretation of this Assignment.

         f.  Notices.  All  notices,   requests,   demands,  claims,  and  other
communications hereunder shall be in writing, Any notice, request, demand, claim
or other  communication  hereunder  shall be deemed  duly given if it is sent by
registered or certified mail,  return receipt  requested,  postage prepaid,  and
addressed to the intended recipient as set forth below:

         If to Assignor.                    Hansen's Juice Creations, LLC
                                            468 North Camden Drive
                                            Beverly Hills, California 90211
                 Attention: Harvey R. Laderman, Managing Member

         If to Assignee:                    Fresh Smoothie, LLC
                                            17064 Mooncrest Drive
                                            Encino, California 91436
                                        Attention: Barry Lublin, Managing Member

         Any party hereto may send any notice, request,  demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  telecopy,  telex,  ordinary-mail,  or  electronic  mail),  but no such
notice,  request,  demand, claim or other communications shall be deemed to have
been duly  given  unless  and until it  actually  is  received  by the  intended
recipient.  Either  party  hereto  may  change  the  address  to which  notices,
requests,  demands,  claims,  and  other  communications  hereunder  are  to  be
delivered by giving the other party notice in the manner herein set forth.

         g. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California without giving effect to any
choice or conflict of law,  position or rule that would cause the application of
the laws in any jurisdiction other than the State of California.

         h.  Amendments  and  Waivers.  No  amendment  of any  provision of this
Assignment shall be valid unless the same shall be in writing and signed by both
Assignor   and   Assignee.   No  waiver  by   either   party  of  any   default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional or not shall be deemed to extend to any prior or subsequent default,
misrepresentation  or breach of warranty or covenant  hereunder or effect in any
way any rights arising by virtue of any prior or subsequent such occurrence.

i.                Severability . Any term or provision of this  Assignment  that
                  is  invalid  or   unenforceable   in  any   situation  in  any
                  jurisdiction  shall not affect the validity or  enforceability
                  of the remaining  terms and provisions  hereof or the validity
                  or  enforceability  of the offending  term or provision in any
                  other situation or in my other jurisdiction.

         j. Time of Essence. Time is of the essence in this Assignment.

         k. Arbitration.  ANY DISPUTE OR CONTROVERSY  ARISING OUT OF OR RELATING
TO THIS  AGREEMENT,  INCLUDING  BUT NOT LIMITED TO ANY CLAIMS  UNDER  FEDERAL OR
STATE  SECURITIES  LAWS,  SHALL BE  SUBJECT  EXCLUSIVELY  TO FINAL  AND  BINDING
ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR IN LOS ANGELES,  CALIFORNIA UNDER
THE THEN APPLICABLE RULES OF THE AMERICAN  ARBITRATION  ASSOCIATION ("AAA"). THE
PROVISIONS  OF  SECTION  1283.05  OF THE  CALIFORNIA  CODE  OF  CIVIL  PROCEDURE
PERMITTING   DISCOVERY  IN  ARBITRATIONS  ARE  HEREBY   INCORPORATED  HEREIN  BY
REFERENCE, PROVIDED THAT EACH SIDE OF THE ARBITRATION SHALL BE PERMITTED TO TAKE
NO MORE THAN TWO  DEPOSITIONS  FOR DISCOVERY.  EACH PARTY SHALL PAY ITS SHARE OF
THE  FEES  AND  COSTS  OF  THE  AAA  AND  FOR  THE  ARBITRATOR,  SUBJECT  TO THE
ARBITRATOR'S RIGHT TO REALLOCATE SAME IN FAVOR OF THE PREVAILING PARTY, PROVIDED
THAT THE AAA  SHALL  BE  EMPOWERED  AND  DIRECTED  TO ENTER AN AWARD BY  DEFAULT
AGAINST ANY PARTY WHO  DECLINESTO PAY WHEN REQUIRED BY THE AAA ITS SHARE OF SUCH
FEES AND COSTS.

         l.  Attorneys'  Fees.  In the  event a  dispute  should  arise  between
Assignor or Assignee under this Assignment, the prevailing party in such dispute
shall be entitled to recover from the other party all reasonable fees, costs and
expenses including without limitation, reasonable attorneys' fees and expenses.

         m. Incorporation of Exhibits and Schedules.  The Exhibits and Schedules
identified in this  Assignment are  incorporated  herein by reference and made a
part hereof.

         IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
by their duly authorized officers as of the date first written above.

ASSIGNOR:                           HANSEN'S JUICE CREATIONS, LLC,
                                    a. California limited liability company
                                    By:  /s/Harvey Laderman
                                    Title: Managing Partner

ASSIGNEE:                           FRESH SMOOTHIE, LLC,
                                    a California limited liability company
                                    By: /s/Barry Lublin
                                    Title: Managing Partner