{"id":42482,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-white-consolidated-industries-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-white-consolidated-industries-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-white-consolidated-industries-and.html","title":{"rendered":"License Agreement &#8211; White Consolidated Industries and Salton\/Maxim Housewares Inc."},"content":{"rendered":"<pre>\n                               LICENSE AGREEMENT\n\n     AGREEMENT ('Agreement') entered into as of February 1, 1996, ('Effective\nDate') by and between White Consolidated Industries, Inc., a Delaware\nCorporation, having its principal office at 11770 Berea Road, Cleveland, Ohio\n44111 ('Licensor'), and Salton\/Maxim Housewares, Inc., a Delaware Corporation,\nhaving its principal office at 550 Business Center Drive, Mt. Prospect,\nIllinois 60056 (hereinafter referred to as 'Licensee').\n\n     WHEREAS, Licensor is the owner of the trademark White-Westinghouse and\nassociated designs and trade dress (together, the 'Trademark'), and is using\nthe Trademark throughout the World, and\n\n     WHEREAS, Licensor has the right to grant Licensee the license, right and\npermission to use the Trademark, and\n\n     WHEREAS, Licensee is in the business of manufacturing, distributing and\nselling articles described and specified hereinafter (the 'Products'), and\ndesires to secure the license, right and permission to use the Trademark upon,\nand in connection with, the manufacturing, distributing and selling of such\nProducts; and\n\n     WHEREAS, the Products that are the subject of this Agreement have been\ndefined by the parties as small kitchen appliances listed on Exhibit A hereto\n(and any other articles which the parties mutually agree to be subject to the\nprovisions of this Agreement which, in accordance with the terms of this\nAgreement, bear the Trademark (collectively, the 'Trademarked Product').\n\n     WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to\naccept from Licensor, a license to use the Trademark in the design,\nmanufacture, advertising, sale and promotion of the Products, subject to each\nof the terms, provisions and conditions of this Agreement.\n\n     NOW, THEREFORE, in consideration of the premises and of the mutual\nagreements, covenants and provisions contained herein, the parties hereto do\nhereby agree as follows:\n\nARTICLE 1\nGRANT OF LICENSE AND DESIGNATION OF TRADEMARK PRODUCTS\n\nEffective upon the execution of this Agreement, Licensor hereby grants to\nLicensee, for the period hereinafter specified and upon the terms, provisions\nand conditions of this Agreement, the exclusive right and license to use the\nTrademark within the geographic area described in Article 2 hereof, in the\ndesign, manufacture, advertising, sale and promotion of the Trademarked\nProduct.\n\nIn the event of any good faith disputes between the parties to this\nAgreement regarding the definition of Trademarked Product, the final decision\nregarding such definition shall rest in Licensor's sole and absolute\ndiscretion. The rights granted to Licensee herein are limited to use \n\n\n\non or in connection with the Trademarked Product and Licensee\nspecifically agrees not to use the Trademark in any manner or on any product,\nservice or item, except as set forth in this Agreement.\n\nARTICLE 2\nGEOGRAPHIC AREA\n\nThe rights granted to Licensee hereunder may be exercised by Licensee within\nthe USA and Canada (the 'Territory'), and Licensee shall have exclusive rights\nwith respect to the use of the Trademark in connection with the Trademarked\nProduct. Upon Licensee's request, Licensor may, in its discretion, extend the\nareas in which Licensee may exercise said rights, but any such extension shall,\nin each instance, be evidenced by a written and duly executed amendment to this\nAgreement for such periods and upon such terms and conditions as shall be\ndetermined by Licensor. From time to time Licensor may wish to purchase\nTrademarked Product for sale outside the Territory. Licensee agrees to sell\nTrademarked Product to Licensor at the same price Licensee sells Trademarked\nProduct to its best customer.\n\nARTICLE 3\nREPRESENTATIONS AND WARRANTIES OF LICENSOR\n\n3.1 ORGANIZATION AND POWER.  Licensor is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware. Licensor\nhas all corporate power and authority to execute and deliver this Agreement and\nto perform its obligations hereunder.\n\n3.2 AUTHORIZATION.  The execution, delivery and performance by Licensor of this\nAgreement and the consummation of the transaction contemplated hereby has been\nduly and validly authorized by all requisite corporate action, and no other\ncorporate act or proceeding on the part of Licensor is necessary to authorize\nthe execution, delivery and performance of this Agreement and the consummation\nof the transaction contemplated hereby.\n\n3.3 NO VIOLATION.  Licensor is not subject to nor obligated under its\ncertificate of incorporation or bylaws, any applicable law, rule or regulation\nof any governmental authority, or any agreement, instrument, license or permit,\nor subject to any order, writ, injunction or decree, which would be breached or\nviolated by its execution, delivery or performance of this Agreement.\n\n3.4 OWNERSHIP OF TRADEMARK.  Licensor is the owner of the Trademark and, to\nLicensor's knowledge, the use of the Trademark in the design, manufacture,\nadvertising, sale and promotion of any of the Trademarked Product will not\ninfringe any intellectual property or any other rights of any third party.\n\n3.5 RIGHT TO GRANT LICENSE.  Licensor has the full right, power and authority to\ngrant the license as set forth in Article 1 hereof.\n\n\n                                     -2-\n\n\n\n\nARTICLE 4\nREPRESENTATIONS AND WARRANTIES OF LICENSEE\n\n4.1 ORGANIZATION AND POWER.  Licensee is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware.\nLicensee has all corporate power and authority to execute and deliver this\nAgreement and to perform its obligations hereunder.\n\n4.2 AUTHORIZATION.  The execution, delivery and performance by Licensee of this\nAgreement and the consummation of the transaction contemplated hereby has been\nduly and validly authorized by all requisite corporate action, and no other\ncorporate act or proceeding on the part of Licensee is necessary to authorize\nthe execution, delivery and performance of this Agreement and the consummation\nof the transaction contemplated hereby.\n\n4.3 NO VIOLATION.  Licensee is not subject to nor obligated under its\ncertificate of incorporation or bylaws, any applicable law, rule or regulation\nof any governmental authority, or any agreement, instrument, license or permit,\nor subject to any order, writ, injunction or decree, which would be breached or\nviolated by its execution, delivery or performance of this Agreement.\n\nARTICLE 5\nTERM OF AGREEMENT\n\n5.1 CONTRACT TERM.  The Contract Term of this Agreement commence on the date\nfirst mentioned above and ending on June 30, 1998 at midnight Eastern Standard\nTime, unless sooner terminated pursuant to the terms of this Agreement.\n\n5.2 EXTENSION TERMS. Licensor hereby grants to Licensee the option to extend\nthe term of this Agreement for up to thirteen (13) one (1) year periods\ncommencing as of July 1, 1998 and ending on June 30, 2011, at midnight Eastern\nStandard Time, unless sooner terminated pursuant to the terms of this Agreement\nwith such extended term(s) to be subject to the same terms and conditions as\nprovided herein except that as a condition to the extension term(s), Licensee\nmust achieve specified levels of Minimum Sales during the then preceding\nContract or Extension Term of this Agreement as set forth in Article 8 hereof. \nSuch options to extend the term of this Agreement must be exercised by\nLicensee, if at all, by giving written notice to Licensor at least one hundred\nand twenty (120) days prior to the expiration of the then preceding Contract or\nExtension Term of this Agreement as set forth in Article 8 hereof.  Either\nparty may terminate this Agreement without cause, provided however, that such\ntermination shall not be permitted within the first 5 (five years) following\nthe Effective Date of this Agreement.  Notice of termination must be given in\nwriting to the other Party hereto 1 (one) year prior to the termination date. \nLicensee shall have the right to sell off inventory of Trademarked Product in\naccordance with Article 21.  Neither Licensor nor Licensee shall be liable for\nany compensation or damages by reason of such early termination.\n\n\n\n\n                                     -3-\n\n\n\n\nARTICLE 6\nROYALTIES\n\n6.1 EARNED ROYALTIES.  Subject to of Article 7 hereof, Licensee shall pay to\nLicensor for the rights granted hereunder a sum equal to the following\npercentages of the Net Invoice Value of Trademarked Products Sold by Licensee\n(the 'Royalties'):\n\n\n\n<font size=\"2\">\n                                                           Trademark Products\n                                                           ------------------\n                                                      Wholesale Price as Follows\n                                                      --------------------------\n\n                                                 Under $10.00\/Unit   $10.00 or More\/Unit\n                                                 -----------------   -------------------\n                                                                   \nContract Term                                          2.0%                3.0%\n\nFirst Extension Term                                   3.0%                3.0%\n\nSecond and Third Extension Term(s)                     3.0%                3.5%\n\nFourth and Future Extension Term(s)                    3.0%                4.0%\n\n\n<\/font>\n\nThe Royalties shall be remitted in accordance with Section 7.4 of this\nAgreement.\n\n6.2 DEFINITION OF NET INVOICE VALUE.  As used throughout this Agreement, the\nterm 'Net Invoice Value' shall mean the aggregate of the invoiced amounts of\nTrademarked Product sold by Licensee, less (a) returned goods, refunds, credits\nand allowances actually made or allowed to customer with respect to Trademarked\nProduct, (b) freight or handling charges charged to customers or incurred on\nreturned goods, and (c) sales and excise taxes actually paid ('NIV').\n\nArticle 7\nMINIMUM ROYALTY PAYMENTS\n\n7.1 MINIMUM ROYALTIES.  Notwithstanding anything to the contrary set forth\nherein, Licensee shall pay to the Licensor aggregate, cumulative Minimum\nRoyalties by the end of the Contract Term and any applicable Extension Term as\nfollows (The Per Term Minimum Royalties is for information purposes only):\n\n\n\n\n                           Per Term in Thousands     Cumulative\n                                            \nContract Term                  $146.2 Thousand       $146.2 Thousand\nFirst Extension Term            136.5 Thousand        282.7 Thousand\nSecond Extension Term           211.2 Thousand        493.9 Thousand\nThird Extension Term            316.9 Thousand        810.8 Thousand\nFourth Extension Term           409.5 Thousand      1,220.3 Thousand\nFifth Extension Term            491.4 Thousand      1,711.7 Thousand\nSixth Extension Term            589.2 Thousand      2,300.9 Thousand\nSeventh Extension Term          707.5 Thousand      3,008.4 Thousand\nEighth Extension Term           848.6 Thousand      3,857.0 Thousand\nNinth Extension Term          1,019.2 Thousand      3,876.2 Thousand\nTenth Extension Term          1,221.7 Thousand      6,097.9 Thousand\nEleventh Extension Term       1,467.4 Thousand      7,568.3 Thousand\nTwelfth Extension Term        1,760.9 Thousand      9,326.2 Thousand\nThirteenth Extension Term     2,113.5 Thousand     11,439.7 Thousand\n\n\n\n\n\n\n                                     -4-\n\n[*]\n\n7.2 INITIAL ROYALTY PAYMENT.  Licensee shall pay Licensor an initial royalty\npayment (the 'Initial Royalty Payment') of fifty thousand dollars ($50,000) \nupon execution of this Agreement. The Initial Royalty Payment shall be\napplied against the first Royalties payable pursuant to Section 7.4 of this\nAgreement.\n\n7.3 MINIMUM ROYALTY PAYMENTS.  To the extent that the aggregate, cumulative,\nMinimum Royalties set forth above exceeds the aggregate, cumulative Earned\nRoyalties paid to Licensor by the end of the Contract Term or Extension Term,\nas applicable, Licensee shall pay Licensor such excess with the Royalty payment\nfor the last fiscal quarter of the Contract Term or such Extension Term, as\napplicable, in accordance with Section 7.4\n\n7.4 APPLICATION OF EARNED ROYALTIES.  The Earned Royalties to be paid under\nArticle 6 shall be applied against the Minimum Royalties due under this Article\n7, and Licensee shall pay by each due date specified in this Article 7 the sum\nof: (i) the Minimum Royalties as specified above; plus (ii) the excess, if any,\nof the Earned Royalties (per Article 6) over the Minimum Royalties for the then\ncurrent term payable by such due date (such sum hereinafter referred to as the\n'Royalty Payment'). Each Royalty Payment, payable in US currency, shall be\nremitted by check at Licensor's address as provided in this Agreement.\n\n7.5 QUARTERLY REPORTS OF SALES AND ROYALTY PAYMENTS.  On or before the twentieth\n(20th) day of each January, April, July and October during the Contract Term\nand any Extension Term, Licensee shall deliver to Licensor the following: (i) a\nwritten statement, certified to be true and correct by the Chief Financial\nOfficer of Licensee, setting forth the Gross and NIV sales for each Trademarked\nProduct during the preceding calendar quarter and a calculation of the\nRoyalties payable under Article 6 and 7 of this Agreement for such period, and\n(ii) a check payable to Licensor in full payment of the amount due under\nArticle 6 and 7 of this Agreement for such period.  Each Royalty payment,\npayable in US currency, shall be remitted by check at Licensor's address as\nprovided in this Agreement.\n\nARTICLE 8\nMINIMUM SALES OF TRADEMARKED PRODUCT\n\n8.1 FAILURE TO MEET REQUIRED MINIMUM SALES.  Licensee shall use its best efforts\nadvertise and sell Trademarked Product in the Territory during the term of this\nAgreement. Should Licensee fail to achieve the aggregate, cumulative NIV sales\nset forth below in this Article 8 (the per term NIV sales is for information\npurposes only), then Licensor may, at its option, elect to terminate this\nAgreement by written notice delivered to Licensee within sixty (60) days after \nthe\n\n\n\n                                     -5-\n\n\n\nend of any period in which Licensee failed to achieve such required\nminimum sales. Such termination shall be effective upon delivery of said notice\nbut shall not affect Licensee's outstanding indebtedness to Licensor or any of\nthe provisions relating thereto.\n\n\n\n\n\n                           NIV Sales per Term     Cumulative NIV Sales\n                                            \nContract Term                 $9.0 Million             $9.0 Million\nFirst Extension Term           7.0 Million             16.0 Million\nSecond Extension Term         10.0 Million             26.0 Million\nThird Extension Term          15.0 Million             41.0 Million\nFourth Extension Term         18.0 Million             59.0 Million\nFifth Extension Term          21.6 Million             80.6 Million\nSixth Extension Term          25.9 Million            106.5 Million\nSeventh Extension Term        31.1 Million            137.6 Million\nEighth Extension Term         37.3 Million            174.9 Million\nNinth Extension Term          44.8 Million            219.7 Million\nTenth Extension Term          53.7 Million            273.4 Million\nEleventh Extension Term       64.5 Million            337.9 Million\nTwelfth Extension Term        77.4 Million            415.3 Million\nThirteenth Extension Term     92.9 Million            508.2 Million\n\n\nARTICLE 9\nADVERTISING AND ART WORK\n\n9.1 ADVANCE SUBMISSION.  Licensee shall submit to Licensor for approval all\nadvertising and promotional items, programs and materials relating to the\nTrademarked Product at least fourteen (14) days prior to intended usage.\nLicensor shall provide Licensee with written approval or disapproval within ten\n(10) business days after Licensor's receipt thereof.  Should Licensor\ndisapprove, its written notice shall explain in detail the reasons for\ndisapproval so that Licensee may prepare and submit new advertising and art\nwork.\n\n9.2 ART WORK.  Licensor shall make available to Licensee any and all necessary\nfilm, photostats, artwork and full color reproductions of its Trademark,\nartwork, designs and other materials necessary for Licensee's use in accordance\nwith this Agreement.\n\n9.3 EXPENSE REIMBURSEMENT.  Licensee shall reimburse Licensor's reasonable\nout-of-pocket expenses, including, reasonable hourly charges for creative\npersonnel incurred by Licensor in the preparation for Licensee, when and if\nrequired, of new artwork, mechanicals, and film.  All charges shall be agreed\nto prior to the time such expenses are incurred, and all sums due to Licensor\nunder this Article 9 shall be paid by Licensee upon receipt of an appropriate\ninvoice.\n\n\n                                     -6-\n\n\n\nARTICLE 10\nLICENSEE'S RECORDS\n\nLicensee shall keep and maintain at its regular place of business separate and\ncomplete books and records of all business transacted by Licensee in connection\nwith the Trademarked Product, including, but not limited to, books and records\nrelating to Gross and NIV of sales and orders for Trademarked Product.  Such\nbooks and records shall be maintained in accordance with generally accepted\naccounting principles and procedures consistently applied.  Licensor or its\nduly authorized agents or representatives shall have the right to inspect said\nbooks and records at Licensee's premises during Licensee's regular business\nhours upon reasonable prior notice to Licensee.\n\nARTICLE 11\nLICENSEE'S ANNUAL REPORTS AND ANNUAL ROYALTY PAYMENTS\n\nOn or before the fifteenth (15th) day of the second (2nd) month following the\nend of Licensee's fiscal year, Licensee shall render to Licensor a statement\ncertified by Licensee's Chief Financial Officer disclosing gross and NIV value\nof sales, Royalties due and Royalties paid for Licensee's preceding fiscal\nyear, and for any Contract or Extension Term which ended within said fiscal\nyear.  If said statement discloses that Licensee has paid Royalties in excess\nof the amounts required to be paid, Licensor shall apply said excess to the\nnext Royalty payment or, if no further Royalty payments are due, such excess\nshall be remitted to Licensee.\n\nARTICLE 12\nAUDIT BY LICENSOR\n\nIf Licensor so chooses, it may (at its expense, except as provided below) cause\nits independent accountants to audit or review, upon reasonable prior notice to\nLicensee, all books and records of Licensee pertaining Trademarked Product.\nLicensor shall deliver to Licensee not later than sixty (60) days from\nLicensor's receipt of the applicable Report a statement describing its\nobjections (if any) to Licensee's determination of the Royalties for the\napplicable period.  Each of Licensor and Licensee shall use reasonable efforts\nto resolve any such disputes, but if a final resolution is not obtained within\nthirty (30) days after Licensor has submitted its objections, any remaining\ndisputes will be resolved by an accounting firm mutually agreeable to Licensor\nand Licensee (the fees and expenses of such firm to be paid by Licensor, except\nas provided below). If Licensor and Licensee are unable to mutually agree on\nsuch an accounting firm, a 'big-six' accounting firm shall be selected by lot\nafter eliminating one firm designated as objectionable by each of Licensor and\nLicensee. The determination of any accounting firm so selected shall be\nconclusive and binding upon the parties.  In the event any such audit or review\nas finally determined pursuant to this Article 12 shall disclose that Licensee\nhas underpaid Royalties for any reporting period, Licensee shall forthwith upon\nwritten demand of Licensor pay the amount, if any, by which the Royalties owing\nexceed Royalties paid, plus interest of ten percent (10%) per annum on such\namounts, accruing from the date on which such amounts were due to the date on\nwhich sum amounts are paid.  Should such audit disclose that the Royalties paid\nexceeded \n                                     -7-\n\nthe Royalties due, any excess amount revealed by such audit will be\nremitted to Licensee. If Licensor causes its own independent accountants to\nreview the Reports described herein and the effect of such review as finally\ndetermined pursuant to this Article 12 is that the amount of the Royalties for\nthe applicable period is understated by two percent (2%) or more, then Licensee\nshall pay the reasonable costs of Licensor's independent accountant and the\nreasonable costs of any mutually selected accountant or other accountant\nselected pursuant to this Article 12.\n\nARTICLE 13\nLICENSEE OBLIGATIONS\n\n13.1 LICENSEE DILIGENCE.  Licensee shall use its best efforts to sell \nTrademarked Product. Licensor shall have the right to terminate this Agreement \nupon written notice to Licensee in the event that Licensee shall fail to sell \nany Trademarked Product for a period of ninety (90) consecutive days.\n\n13.2 LICENSOR INSPECTION RIGHTS.  Licensor shall have the right upon reasonable\nprior notice to Licensee to inspect any of Licensee's facilities pertaining to\nthe Trademarked Product during regular business hours. Licensor shall conduct\nsuch inspection in the presence of an officer, partner or authorized\nrepresentative of Licensee.\n\n13.3 NO COMPETITION WITH TRADEMARKED PRODUCT.  During the term of this \nAgreement, Licensee shall not enter another license Agreement for products \nthat would directly compete with the Trademarked Product.\n\nARTICLE 14\nAPPROVALS AND QUALITY STANDARDS\n\n14.1 ADVANCE APPROVAL.   Prior to any use of any Trademark, Licensee shall, at\nLicensee's expense, submit to Licensor, for Licensor's written approval, the\nfollowing:  (a) two (2) specimens of each Product on which the Trademark is to\nappear (the 'Specimens'); (b) all artwork which Licensee intends to use in\nconnection with the Trademark; and (c) all packaging, advertising and\npromotional literature which Licensee intends to use in the marketing or\nmerchandising of the Trademarked Product. Licensor shall give Licensee written\nnotice of approval or disapproval within ten (10) business days from its\nreceipt of the Specimens, and should Licensor disapprove, its written notice\nshall explain in detail the reasons for disapproval so that Licensee may\nprepare and submit new specimens and\/or samples.\n\n14.2 STANDARDS.  After Licensor has given its written approval of said \nSpecimens, then the approved product, quality, packaging, advertising and \npromotional literature shall be the standard for all Trademarked Product \nproduced thereafter (the 'Approved Quality').\n\n14.3 PERIODIC SAMPLES.  Thereafter, consecutively at four (4) month intervals,\nLicensee shall, at Licensee's expense, submit to Licensor not less than two (2)\nrandomly selected production run samples of the Trademarked Product.\n\n\n                                     -8-\n\n\n\n\n14.4 APPROVED QUALITY STANDARDS.  Without the prior written approval of \nLicensor, Licensee shall not sell or distribute any Trademarked Product which \ndeviates from the Approved Quality more than the deviation which would occur \nas a result of normal deviations in raw material characteristics.\n\n14.5 PRODUCT SERVICING AND REPAIRS.  Licensee will propose, in a timely manner,\na mechanism by which Licensee will respond to inquiries from consumers and third\nparty appliance repair vendors regarding the operation of Trademarked Product\nand the procedures for obtaining parts for, or repairs to, Trademarked Product\nwhich mechanism shall be designed to minimize any confusion with Licensor's\nexisting customer service operations.\n\n14.6 PERIODIC REVIEW MEETINGS.  Licensee will conduct periodic meetings with\nLicensor to review Licensee's progress and performance under the terms of this\nAgreement.\n\nARTICLE 15\nRESTRICTIONS UPON SUBCONTRACTS\n\nLicensee shall not enter into subcontracts for the manufacture of Trademarked\nProduct without the express written consent of Licensor, which consent shall\nnot be unreasonably withheld.  Licensee is responsible for the work of any\nsubcontractor and for any debts, obligations or liabilities incurred by any\nsuch subcontractor in connection with the Trademark Product.  Licensee shall\ndiscontinue using any subcontractor who shall fail to comply with the Approved\nQuality standards.\n\nARTICLE 16\nASSIGNMENT; TRANSFERS; SUBLICENSE\n\nExcept as otherwise explicitly provided herein, Licensee may not enter into any\nsublicense for the use of the Trademark by others.  This Agreement shall not be\nassignable by Licensee without the prior written consent of Licensor.  Such\nconsent shall not be unreasonably withheld, except that no such prior written\nconsent shall be required for any assignment of this Agreement by Licensee to a\nsuccessor in interest of Licensee as a result of any merger, consolidation or\nother corporate reorganization involving Licensee or a sale by Licensee of a\nsubstantial part of its assets provided that no more than twenty percent (20%)\nof the business of such successor (measured by revenues) competes directly with\nLicensor.\n\nARTICLE 17\nNO DILUTION OF TRADEMARK OR ATTACK UPON TRADEMARK\n\n17.1 LIMIT ON USE.  Licensee shall not at any time use, promote, advertise,\ndisplay or otherwise publish any Trademark or any material utilizing or\nreproducing any Trademark in whole or in part, except as specifically provided\nin this Agreement, without the prior written consent of Licensor, which consent\nshall not be unreasonably withheld.\n\n                                     -9-\n\n\n\n\n\n17.2 NOTICE.  Licensee shall cause to appear on all Trademarked Product and on\nall materials on, or in connection with which, any Trademark is used, such\nlegends, markings, and notices as may be required by law to give appropriate\nnotice of all trademark, trade name or other rights therein or pertaining\nthereto.\n\n17.3 MATERIALS AND DOCUMENTS.  Licensee shall provide all materials and execute\nall documents required by law incident to the maintenance and\/or preservation\nof the Trademark and Licensor's rights therein.\n\n17.4 NO CONTEST OF TRADEMARK VALIDITY.  Licensee shall not contest the validity\nof the Trademark or any rights of Licensor therein, nor shall Licensee\nwillingly become an adverse party in litigation in which others shall contest\nthe Trademark or Licensor's said rights. In addition thereto, Licensee shall\nnot in any way seek to avoid its obligations hereunder because of the assertion\nor allegation by any persons, entities or government agencies, bureaus, or\ninstrumentalities that any Trademark is invalid or ineffective or by reason of\nany contest concerning the rights of Licensor therein.\n\n17.5 NO OTHER TRADEMARK PROTECTION.  Licensee shall not seek any state, Federal,\nforeign or other statutory trademark or service mark or other protection for\nthe Trademark as they are used in connection with the Licensee's goods or\nservices and all use of the Trademark shall be for the sole benefit of\nLicensor.\n\nARTICLE 18\nINFRINGEMENT AND OTHER TRADEMARK LITIGATION\n\n18.1 TRADEMARK DEFENSE.  Licensee shall apprise Licensor immediately upon\ndiscovery of any possible infringement of the Trademark which comes to the\nattention of Licensee.  Licensor, at its sole cost and expense, and in its own\nname, may prosecute and defend any action or proceeding which Licensor deems\nnecessary or desirable to protect the Trademark, including but not limited to\nactions or proceedings involving their infringement.  Upon written request by\nLicensor, Licensee shall join Licensor at Licensor's sole expense in any such\naction or proceeding.  However, Licensee shall not commence any action or\nproceeding to protect the Trademark or any action or proceeding alleging\ninfringement thereof without the prior written consent of Licensor.  Licensee\nmay prosecute and defend, at its sole expense and in its own name, any action\nor proceeding to protect its designs or styles.  Any and all damages recovered\nin any action or proceeding commenced by Licensor shall belong solely and\nexclusively to Licensor.\n\n18.2 NO LIABILITY FOR VIOLATION.  Licensor shall have no liability to Licensee\nor any other person, nor shall there be by any right of contribution\nagainst Licensor therefor, for any action or proceeding alleging any violation\nof any antitrust, trade regulation, or similar statute, or for unfair\ncompetition.  Furthermore, in the event of any threatened or actual action or\nproceeding in which Licensee and Licensor are or may be charged with jointly\nviolating any antitrust, trade regulation or similar statute, or any law\npertaining to unfair competition, Licensee may, at its\n\n\n\n\n                                     -10-\n\noption, elect to be represented in such threatened or actual action or\nproceeding by Licensor's counsel at no cost to Licensee for fees, costs or\nexpenses.  Should Licensee elect in such event to be represented by Licensor's\ncounsel, then Licensee shall relinquish any right to control or direct such\nthreatened or actual action or proceeding and Licensor shall maintain full\ncontrol thereof.  Such representation of Licensee shall continue only so long\nas Licensor's counsel, in its sole and absolute discretion, believes that it\nmay properly and ethically represent both Licensor and Licensee.  In the event\nthat Licensor's counsel decides that it may no longer properly and ethically\nrepresent both Licensor and Licensee, then Licensor's counsel shall continue to\nrepresent Licensor only, and Licensee's continued defense shall be at\nLicensee's sole expense and shall be conducted by separate counsel.\n\nARTICLE 19\nADDITIONAL RESTRICTIONS UPON USE OF THE TRADEMARK\n\nIt is the intention of the parties hereto and the purpose of this Article 19\nthat all of the Trademarked Product be identified to the general public by the\nTrademark.  Licensee shall use a registration indicator in the form of a\ncircled-R or 'TM' symbol in conjunction with the Trademark when so instructed\nby the Licensor.  Licensee further agrees to assist Licensor, at Licensor's\nexpense, in obtaining registrations for the Trademark in the event any\nTrademark is not yet registered for the Trademarked Product.  Licensee shall use\nnotice language in the manufacture, sale, advertising or other promotion of the\nTrademarked Product as follows:\n\n'White-Westinghouse is a registered trademark of White Consolidated Industries,\nInc., and is used under license' or other such language as Licensor designates\nin writing.\n\nARTICLE 20\nDEFAULTS BY LICENSEE\n\n20.1 DEFAULTS.  Except as otherwise expressly provided in this Agreement, in\nthe event Licensee shall default in the performance of any of the terms,\nconditions or obligations to be performed by Licensee hereunder, and if such\ndefault involves the payment of money and the same shall not be cured\nwithin ten (10) days after Licensor gives written notice to Licensee of such\ndefault, or if such default involves performance other than the payment of\nmoney and the same is not cured within fifteen (15) days after Licensor gives\nwritten notice to Licensee of such default, then and in any such event,\nLicensor may immediately and without prior notice terminate this Agreement and\nall of the rights and obligations hereunder (except as otherwise expressly\nprovided by this Agreement).  In the event that a Receiver is appointed to, or\none or more creditors take possession of all, or substantially all, of the\nassets of Licensee, or if Licensee shall make a general assignment for the\nbenefit of creditors, or if any action is taken or suffered by Licensee under\nany state or Federal insolvency or bankruptcy act, then this Agreement and all\nof the rights and obligations hereunder (except as otherwise expressly provided\nby this Agreement) shall immediately, and without notice or need of any further\naction by any party hereto, terminate.\n\n        \n\n\n                                     -11-\n\n\n\n20.2 TIME FOR PERFORMANCE.  The time for performance of any act required of\neither party shall be extended by a period equal to the period during which\nsuch party was reasonably prevented from performance by fire, flood, storm, or\nother like casualty beyond such party's control.\n\nARTICLE 21\nLICENSOR'S RIGHTS UPON TERMINATION\n\n21.1 RIGHTS UPON TERMINATION.  In the event this Agreement is terminated for\nany reason, or expires according to its terms, Licensee shall assign,\ntransfer and transmit to Licensor any and all rights of Licensee in the\nTrademark, including associated goodwill, and shall not thereafter manufacture,\nsell, or use the Trademark in any manner; provided that Licensee may continue\nto use the Trademark in connection with the advertising and sale of Trademarked\nProduct and may continue to use the Trademark in connection with the\nmanufacture of Trademarked Product, which are in the process of being completed\nat time of said termination, for two hundred and seventy (270) days after the\ntermination of this Agreement; further provided, however, that all sums then\ndue to Licensor pursuant to this Agreement have first been paid; and further\nprovided, that Licensee shall, within thirty (30) days after said termination,\ndeliver to Licensor a detailed schedule of all inventory of Trademarked Product\nin Licensee's possession (constructive or otherwise).  After the expiration of\nthe aforesaid 270 day period, Licensee shall destroy all Trademarked Product\nand packaging and promotional material remaining in Licensee's possession which\nare identified in any manner by or with the Trademark.  Notwithstanding the\nabove, Licensor shall have the right to purchase such excess stock of\nTrademarked Product, in whole or in part, prior to any sale or offer of sale by\nLicensee to any third party, for an amount equal to the wholesale cost of such\nTrademarked Product as indicated in Licensee's then current catalogue.\n\n21.2 CONTINUATION OF AGREEMENT TERMS.  Licensee shall continue to abide\nby the terms of this Agreement with respect to such Trademarked Product during\nthe 270 day period specified in Section 21.1 of this Agreement.  Upon\ntermination of the aforesaid 270 day period, all labels, signs, packages,\nwrappers, cartons, circulars, advertisements, and other items bearing or\ncontaining any reproduction or representation of any Trademark shall\nautomatically and without cost to Licensor become the property of Licensor, and\nLicensee shall immediately deliver the same to Licensor's place of business or\nother location designated by Licensor.  The reasonable cost of such delivery\nshall be paid by Licensor.\n\n21.3 LICENSEE'S OBLIGATIONS.  The termination of this Agreement for any reason\nshall not relieve Licensee of any accrued obligations to Licensor nor shall such\naction relieve Licensee of any obligation or duty which accrued on or after the\ntermination or expiration of this Agreement.\n\n21.4 NO RIGHT IN LICENSEE.  Except for the right to use the Trademark as\nspecifically provided for in this Agreement, (i) Licensee shall have no right,\ntitle or interest in or to the Trademark; and (ii) upon and after the\ntermination of this Agreement, all rights granted to Licensee hereunder,\ntogether with any interest in and to the Trademark that Licensee may acquire,\nshall forthwith and without further act or instrument be assigned to and revert\nto the Licensor.  In \n\n\n                                     -12-\n\naddition, Licensee shall execute any instruments requested by Licensor\nto accomplish or confirm the foregoing. Any such assignment, transfer or\nconveyance shall be without consideration other than the mutual agreements\ncontained herein.\n\n21.5 SURVIVAL OF TERMS.  The provisions of this Article 21 shall survive the\ntermination (or expiration) of this Agreement.\n\nARTICLE 22\nLICENSOR COVENANT\n\nDuring the Contract Term or Extension Terms hereof, Licensor agrees that it will\nnot, either alone or acting together with a third party, manufacture, market,\nsell or distribute any Product in the Territory, provided that during the final\nninety (90) days of any Contract or Extension Term hereof, and upon\nprior written notice to Licensee, Licensor shall have the right to design and\nmanufacture such products and to negotiate and conclude such agreements as it\ndesires pursuant to which it may grant licenses to any party or parties of any\nor all of the rights herein granted to Licensee; provided, however, that no\nsuch products shall be shipped by Licensor or any third party other than\nLicensee prior to the expiration or termination of this Agreement (exclusive of\nthe additional two hundred seventy (270) day period as provided in Article 21 \nhereof).\n\nARTICLE 23\nGOODWILL\n\nLicensee acknowledges and recognizes that the Trademark is of substantial\nsignificance and value to Licensor and that said Trademark has acquired\nvaluable secondary meaning, value and goodwill.  Except as may be otherwise\nspecified in this Agreement, Licensee shall not use any Trademark or any name\nor symbol similar thereto as part of its name or symbol or as part of the name\nor symbol of any corporation, partnership, joint venture, proprietorship or\nother entity or person which it controls or with which it is affiliated.\n\nARTICLE 24\nINSURANCE\n\nLicensee shall at all times carry product liability insurance with respect to\nthe Trademarked Product with a limit of liability of not less than $2 million\nand Licensor shall be named therein as an additional insured as its interests\nmay appear.  Such insurance may be obtained in connection with a policy of\nproduct liability insurance which covers products other than the Trademarked\nProduct and shall provide for at least thirty (30) days prior written notice to\nLicensor of the cancellation or substantial modification thereof.  Licensee\nshall deliver to Licensor a certificate evidencing the existence of such\ninsurance policies promptly after their Issuance.\n\nARTICLE 25\n\n\n                                     -13-\n\n\n\nAGENTS, FINDERS AND BROKERS\n\nEach of the parties to this Agreement shall be responsible for the payment of\nany and all agent, brokerage and\/or finder commissions, fees and related\nexpenses incurred by it in connection with this Agreement or the transactions\ncontemplated hereby and shall indemnify the other and hold it harmless from any\nand all liability (including, without limitation, reasonable attorney's fees\nand disbursements paid or incurred in connection with any such liability) for\nany agent, brokerage and\/or finder commissions, fees and related expenses\nclaimed by its agent, broker or finder, if any, in connection with this\nAgreement or the transactions contemplated hereby. Licensor's sole\nagent\/finder\/broker in connection with this Agreement is Leveraged Marketing\nCorporation of America ('LMCA') with offices at 156 West 56th Street, New York,\nNew York 10019. All commissions, fees, and\/or other monies due LMCA in\nconnection with this Agreement shall be borne exclusively by Licensor as per\nthe Agency Agreement of March 1, 1995.\n\nARTICLEE 26\nRESERVED RIGHTS\n\nRights not herein specifically granted to Licensee are reserved by Licensor and\nmay be used by Licensor without limitation.  Any use by Licensor of such\nreserved rights, including but not limited to the use or authorization of the\nuse of any Trademark in any manner whatsoever not inconsistent with Licensee's\nright hereunder, shall not be deemed to be interference with or infringement or\nany of Licensee's rights.\n\nARTICLE 27\nAPPLICABLE LAW\n\nThis Agreement shall be construed and governed, in all respects, by the law of\nthe State of Ohio applicable to contracts made and to be performed in that\nstate without reference to any provisions relating to conflicts of law.  Any\nlegal action or proceeding of any sort against Licensor by or on behalf of\nLicensee shall be brought in a court of competent jurisdiction in Cuyahoga\nCounty, Ohio.\n\nARTICLE 28\nNON-AGENCY OF PARTIES\n\nThis Agreement does not constitute or appoint Licensee as the agent or legal\nrepresentative of Licensor, or Licensor as the agent or legal representative of\nLicensee, for any purpose whatsoever.  Licensee is not granted any right or\nauthority to assume or to create any obligation or responsibility, express or\nimplied, on behalf of or in the name of, Licensor or to bind Licensor in any\nmanner or thing whatsoever, nor is Licensor granted any right or authority to\nassume or create any obligation or responsibility, express or implied, on\nbehalf of or in the name of Licensee, or to bind Licensee in any manner or\nthing whatsoever.  No joint venture or partnership between the parties hereto\nis intended or shall be inferred.\n\n\n                                     -14-\n\n\nARTICLE 29\nAMENDMENTS AND WAIVERS\n\nThis Agreement may be amended or modified only in a writing executed by the\nparties hereto, and either party hereto may waive any of its rights hereunder\nor performance by the other party of any of its obligations hereunder, only by\ninstrument in writing.  In the event either party hereto shall at any time\nwaive any of its rights under this Agreement or the performance by the other\nparty of any of its obligations hereunder, such waiver shall not be construed\nas a continuing waiver of the same rights or obligations, or a waiver of any\nother rights or obligations.\n\nARTICLE 30\nENTIRE AGREEMENT\n\nThis Agreement constitutes the entire Agreement between the parties as to the\nTrademark Products, and supersedes all prior agreements and understandings\nrelating to the subject matter hereof.\n\nARTICLE 31\nSEPARABILITY OF PROVISIONS\n\nIf any provision of this Agreement is held to be illegal, invalid or\nunenforceable under present or future laws, such provisions shall be fully\nseverable.  This Agreement shall be construed and enforced as if such illegal,\ninvalid or unenforceable provisions had never comprised a part of this\nAgreement, and the remaining provisions of this Agreement shall remain in full\nforce and effect and shall not be affected by the illegal, invalid, or\nunenforceable provision or by its severance from this Agreement. Furthermore,\nin lieu of such illegal, invalid or unenforceable provision, there shall be\nadded automatically as part of this Agreement, a provision as similar in terms\nto such illegal, invalid or unenforceable provision as may be possible and be\nlegal, valid or enforceable.\n\nARTICLE 32\nCOUNTERPARTS; HEADINGS\n\nThis Agreement may be executed in any number of counterparts, each of which\nshall be deemed an original, but all of which shall constitute one and the same\ninstrument. The headings herein are set out for convenience of reference only\nand shall not be deemed a part of this Agreement.\n\nARTICLE 33\nBINDING EFFECT\n\nThis Agreement shall be binding upon and shall inure to the benefit of the\nparties hereto and, subject to the provisions of Article 16 of this Agreement,\ntheir respective permitted successors and assigns.\n\n\n                                     -15-\n\n\n\n\nARTICLE 34\nINDEMNIFICATION\n\n34.1 LICENSOR INDEMNIFIED PARTIES; BASIC INDEMNIFICATION.  For purposes of this\nSection, 'Licensor Indemnified Parties' refers to Licensor and officers,\ndirectors, employees and agents of Licensor.  Licensee shall indemnify and hold\nharmless the Licensor Indemnified Parties and each of them from and against the\ncosts and expenses (including, without limitation, reasonable attorneys fees\nand costs) of any and all claims, suits, losses, damages, costs, demands,\nobligations, investigations, causes of action, and judgments arising out of:\n\n(a)   the actual or alleged unauthorized use by Licensee of any trademark\n      (including, without limitation, the Trademark), patent, process, method\n      or device;\n\n(b)   the actual or alleged infringement by Licensee of any copyrights,\n      trade name or patent or any act by Licensee held to constitute libel,\n      slander or defamation;\n\n(c)   the invasion by Licensee of the right of privacy, publicity, or other\n      property  right;\n\n(d)   the failure to perform of, or any defect in, or use of, the Trademark\n      Product, including without limitation any injuries to the person or to \n      property arising therefrom;\n\n(e)   the infringement or breach of other personal or property right of any\n      person, firm or corporation by Licensee, its officers, employees,\n      agents, or anyone directly or indirectly acting by, through, on behalf\n      of, or pursuant to contractual or any other relationship with Licensee;\n      and\n\n(f)   Licensee's sales and\/or promotional efforts; provided, however, that the\n      indemnification obligations of Licensee pursuant to this Article 34\n      shall not apply with respect to any of the events set forth in (a)\n      through (f) above to the extent that such event is attributable to any\n      event described under Section 34.2 hereof as to which Licensor shall\n      indemnify Licensee.\n\n34.2 LICENSEE INDEMNIFIED PARTIES; BASIC INDEMNIFICATION.  For purposes of this\nSection, 'Licensee Indemnified Parties' refers to Licensee and officers,\ndirectors, employees and agents of Licensee. Licensor shall indemnify and hold\nharmless the Licensee Indemnified Parties and each of them from and against the\ncost and expenses (including, without limitation, reasonable attorneys' fees\nand costs) of any and all claims, suits, losses, damages, costs, demands,\nobligations, investigations, causes of action, and judgments arising out of any\nassertion or allegation by any persons, entities or government agencies that\nany Trademark infringes any trademark, trade name or any other personal or\nproperty right of a third party.\n\n34.3 INDEMNIFICATION FOR BREACH.  Each party hereto shall indemnify and forever\nhold harmless the other party against and from any and all claims, suits,\nlosses, damages, costs, obligations, liabilities, judgments, damages and\nexpenses, including without limitation, reasonable attorneys'\n\n\n   \n    \n\n                                     -16-\n\n\n\nfees arising out of breach or alleged breach by such party of any\nprovision of this Agreement, or any misrepresentation made by such party herein\nor any act not expressly authorized herein.\n\n34.4 SURVIVAL OF TERMS. The provisions of this Article 34 shall survive the\ntermination (or expiration) of this Agreement.\n\nARTICLE 35\nINFORMATION\n\n35.1 CONFIDENTIALITY.  Licensor and Licensee may from time to time disclose to\neach other sales, engineering, applications, drawings, designs and any other\nknowledge, information, techniques, know-how or data pertaining to the\nmanufacture, use, application, marketing, distribution and sale of the\nTrademarked Product or other products of Licensor or Licensee (the\n'Information').  Each party hereto shall hold in confidence all such data and\ninformation and shall not disclose such data and information except to such\npersonnel and employees as are necessary for the effective performance of this\nAgreement or as otherwise permitted by this Agreement.  Licensor and Licensee\nshall cause all data, documents or other written or printed materials embodying\nthe Information to be plainly marked to indicate the secret and confidential\nnature thereof and to prevent unauthorized access thereto, or reproduction or\nuse thereof. Licensor and Licensee shall take any necessary action, including\ncourt proceedings, to comply and to compel compliance with the provisions of\nthis Article 35.  The obligations undertaken by Licensor and Licensee pursuant\nto this Article 35 shall not apply to any such data or information which is or\nbecomes published or otherwise generally available to the public without fault\nof a party hereto or is otherwise lawfully acquired by a party hereto and such\nobligations shall, as so limited, survive the expiration or termination of this\nAgreement.  Upon termination of this Agreement, either Party hereto may request\nthe prompt return of all written materials received from the other Party\nincluding originals, copies, extractions, translations and reproductions\nthereof.  This Agreement is not intended to and shall not be construed to give\neither Party any vested right, title or interest in the Trademarked Product or\nthe Information.\n\n35.2 SURVIVAL OF TERMS.  The provisions of this Article 35 shall survive the\ntermination of this Agreement.\n\nARTICLE 36\nPUBLIC ANNOUNCEMENTS\n\nUnless expressly approved in advance in writing by the other party,\nneither party shall make any public announcement regarding the subject matter\nor existence of this Agreement except as required by law.  If such announcement\nis required by law, the announcing party shall give the other party reasonable\nnotice of such announcement and shall consult with the other party regarding\nsuch announcement.\n\n                                     -17-\n\n\n\nARTICLE 37\nADDRESSES FOR NOTICE\n\nAll notices, statements, consents, instructions or other documents required or\nauthorized to be given hereunder shall be in writing, and shall be delivered\npersonally to an officer, partner or authorized representative of the other\nparty or by facsimile and confirmed by certified mail, return receipt\nrequested, addressed to the parties concerned as follows:\n\n\nto Licensee at:         Salton\/Maxim Housewares, Inc.\n                        550 Business Center Drive\n                        Mt. Prospect, Illinois 60056\n                        Facsimile: 708-803-8080\n\nwith copies to:         Neal Aizenstein, Esq.\n                        Sonnenschein Nath &amp; Rosenthal\n                        8000 Sears Tower\n                        Chicago, Illinois 60606\n                        Facsimile: 312-876-7934\n\n\nand to Licensor at:     White Consolidated Industries, Inc.\n                        11770 Berea Road\n                        Cleveland, Ohio 44111\n                        Facsimile: 216-252-8158\n\n\nwith copies to:         Ms. M. Sharon Schiller, Trademark Counsel\n                        White Consolidated Industries, Inc.\n                        11770 Berea Road\n                        Cleveland, Ohio 44111, \n                        Facsimile 216-252-8158\n\nand\n                        Mr. Allan R. Feldman\n                        Leveraged Marketing Corporation of America\n                        156 West 56th Street\n                        New York, New York 10019\n                        Facsimile: 212-581-1461\n\n\nand shall be deemed to have been given upon receipt.\n\n\n                                     -18-\n\n\n\n     IN WITNESS WHEREOF, this Agreement is executed on the day and year first\nwritten above.\n\nWhite Consolidated Industries, Inc. (Licensor)\n\n\n\n__________________________________________________\n\nBy:  Stanley R. Miller\n     Assistant Secretary\n\n\n\nSalton\/Maxim Housewares, Inc. (Licensee)\n\n\n__________________________________________________\n\nBy:  William B. Rue\n     Senior Vice President\/COO\n\n\n                                     -19-\n\n\n\n                                                                 EXHIBIT A\n\n[*]\n\n   \nirons\ncan openers\nmixers\nfood processors\nelectric knives\npopcorn makers\ntoaster\ntoaster ovens\ncoffee makers\nespresso\/cappuccino makers\nbread machines\npasta makers\ndoughnut makers\nwoks\npressure cookers\nice tea makers\nsandwich makers\nwaffle irons\/waffle makers\npancake grills\nportable grilling machines\nice cream makers\nyogurt makers\njuice makers\njuice extractors\n    \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8750],"corporate_contracts_industries":[9393],"corporate_contracts_types":[9613,9616],"class_list":["post-42482","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salton-inc","corporate_contracts_industries-consumer__appliances","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42482","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42482"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42482"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42482"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42482"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}