Agreement



 Exhibit 4.3 
 AGREEMENT 
 THIS AGREEMENT made this 26th day of January, 1987 

B E T W E E N: 
 SEARS CANADA
INC. 
 (hereinafter called SEARS CANADA) 
 OF THE FIRST PART, 
 -and- 

SEARS, ROEBUCK AND CO. 
 (hereinafter called SEARS) 
 OF THE SECOND PART. 

WHEREAS by agreement dated 18th September, 1952 among Simpsons, Limited (“Simpsons”), SEARS and SEARS CANADA, under its
then name of Simpsons-Sears Limited, provision was made, among other things, for the purchase by SEARS CANADA of the mail order business of Simpsons and for the terms of the continuing relationship between the parties; and 

WHEREAS in such agreement both SEARS and Simpsons agreed to assist SEARS CANADA in developing merchandising methods and administrative
procedures in connection with a mail order and department store business and granted to SEARS CANADA the right to use, in Canada but not elsewhere during the term of such agreement, their respective trade marks and trade names; and 







 WHEREAS to carry out the provisions of such agreement relating to trade marks and trade
names and subject to the terms thereof, SEARS assigned to SEARS CANADA the legal title to certain trade marks in Canada, being the only means which was thought to exist at that time legally to permit SEARS CANADA to use such trade marks, and
consented to the registration in Canada by SEARS CANADA of certain other SEARS marks; and 
 WHEREAS by agreement dated
11th December, 1978 among Simpsons, SEARS and SEARS CANADA the said agreement was amended to reflect the intended distribution by way of dividend by Simpsons to its shareholders of its holdings of shares of SEARS CANADA; and 

WHEREAS pursuant to the terms of the said agreement as amended, the said agreement was terminated by SEARS CANADA with respect to all
matters contained therein pertaining to arrangements or understandings between SEARS CANADA and Simpsons; and 
 WHEREAS the
said agreement as amended will continue to be binding upon SEARS and SEARS CANADA until the expiration of a period of three (3) years after SEARS shall have ceased to hold, directly or indirectly, at least 25% of the voting shares of SEARS
CANADA; and 

  
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 WHEREAS the parties are desirous of further amending and restating the provisions of the
said agreement to reflect more adequately the status of their present arrangements; and 
 WHEREAS under such present
arrangements and reflecting the intention of the parties under the said agreement SEARS CANADA and SEARS will, contemporaneously with the execution of this agreement, reassign to SEARS the said trade marks and trade name and apply to make SEARS
CANADA a registered user with respect to the said Sears trade marks pursuant to the provisions of this agreement; 
 WHEREAS
SEARS and SEARS CANADA have each determined that it is in its best interest and for their mutual benefit to enter into this agreement; 
 NOW THEREFORE IT IS HEREBY AGREED by and between the parties as follows: 
 Definitions

  

	1.	In this agreement: 

  

	a)	“licenced trade marks” means those identified in Schedule A hereto, together with those further merchandising trade marks adopted or developed by SEARS, which
are added to this agreement at the option of SEARS CANADA, and any further merchandising trade marks confusingly similar to the foregoing trade marks that SEARS and SEARS CANADA may together from time to time add to this agreement;



  
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	b)	“merchandising” means activities of the type presently carried on by SEARS CANADA and other activities of the type carried out from time to time by the Sears
Merchandise Group in the United States of America during the term of this agreement, and reasonable extensions of such activities as agreed to by SEARS from time to time; 


 

	c)	“operational links” shall have the meaning given in paragraph 14 below; 


 

	d)	“territory” means the country of Canada.  

 Licenced Grant 
 2. SEARS hereby grants to SEARS CANADA, subject to the terms of this
agreement, the exclusive royalty free right to use the licenced trade marks in the territory in relation to goods and services in the field of merchandising. 

  
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 3. Any trade marks first adopted or developed by SEARS CANADA may be used in the United States by SEARS or
one of its subsidiaries at the option of SEARS, pursuant to a licence from SEARS CANADA on the same terms as the licence herein which SEARS CANADA will grant to SEARS at SEARS request. 
 Quality Controls 
 4. SEARS CANADA undertakes to use the licenced trade marks in connection
with goods and services in accordance with reasonable quality standards, specifications and/or instructions supplied by SEARS from time to time and which are consistent with the use of such trade marks by Sears Merchandise Group. SEARS confirms that
the present standards of quality of goods and services of SEARS CANADA meet SEARS standards. 
 5. SEARS CANADA shall permit SEARS, or its
authorized representatives, to inspect, at all reasonable times, any goods and services which are located in the premises of SEARS CANADA or which are located in the premises of any other person, firm, or corporation manufacturing or supplying
merchandising goods or services for SEARS CANADA which utilize the licenced trade marks. 
 6. SEARS CANADA shall submit samples of the goods
sold in association with the licenced trade marks to SEARS from time to time at SEARS request. 

  
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 7. SEARS CANADA specifically recognizes, now and for the future, SEARS rights and title in and to the
licenced trade marks and the trade name “Sears” and shall not at any time do or omit, or suffer to be done or omitted, any act or thing which may impair the trade mark and the trade name rights of SEARS. In the event that SEARS CANADA
abandons or does not make bona fide use of any licenced trade mark, SEARS may terminate this licence with respect to said licenced trade mark. 

8. The licence herein granted is not intended to be and shall not be construed as an assignment, in part or in whole, of any trade mark or trade name
rights of SEARS. 
 Special Provisions Relating to the Trade Mark and Trade name “Sears” 

9. SEARS CANADA acknowledges that SEARS is permitted to use the word “Sears” in the territory as a trade mark or a trade name in connection with
any business or activity other than merchandising. To the extent that SEARS is using or is proposing to use “Sears” in the territory as a trade mark or as a trade name it shall consult with SEARS CANADA in respect of such use. 

In respect of the name “Sears”, SEARS CANADA shall be permitted to use such name to identify generally the business 


  
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 which it carries on from time to time and in particular to use such name to identify its department stores
and other freehold and leasehold premises and the premises of its catalogue agents and licensees and to identify its catalogue, provided that if and to the extent that SEARS CANADA carries on or permits to be carried on in such premises or
advertises in such catalogue any business or activity which is not merchandising, such business or activity shal1 be carried on under a distinctive name not including the name “Sears” or any other of the licenced trade marks or any other
word or symbol confusingly similar thereto. Any such business or activity, if owned, directly or indirectly, by SEARS CANADA, may, however, be designated in a factual manner only as being so owned. In respect of the use of such name as contemplated
by this paragraph 9, SEARS CANADA’S merchandising business shall conform generally to the quality standards of the merchandising business carried on by Sears Merchandise Group. 
 Use by Others 
 10. The present licence is personal to SEARS CANADA and shall not be
assigned, transferred, conveyed or pledged by it, and any attempt by SEARS CANADA to do so shall be void and of no force or effect. SEARS CANADA shall not sub-licence the use 

  
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 of the licenced trade marks to others, but may arrange for persons, firms, or corporations manufacturing any
of the goods on behalf of SEARS CANADA, to apply the licenced trade marks to goods manufactured for SEARS CANADA, provided that such application complies in all respects with the conditions of this agreement. In addition SEARS CANADA may enter into
individual concession agreements under which the concessionaire shall be permitted to use the trade mark “Sears” or other licensed trade marks in connection with a merchandising goods or services business to be carried on by such
concessionaire, provided that i) each such concession agreement conforms to a general format previously approved by SEARS, and ii) the concessionaire enters into a registered user agreement with SEARS which shall require the concessionaire to
maintain the same standards and specifications in respect of its business as if the same were carried on directly by SEARS CANADA. SEARS CANADA is to be the agent of SEARS for the purpose of exercising control over the use of the licenced trade
marks by the concessionaire. 
 Registered User 
 11. SEARS CANADA shall execute appropriate registered user applications or agreements from time to time, for the purpose 

  
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of registering SEARS CANADA as a registered user under the Trade Marks Act, or any other such document as may be necessary to deem use by SEARS CANADA to be use by SEARS in connection with all
licenced trade marks. A registered user application shall be filed for the licenced trade marks covered in Schedule A upon SEARS becoming recorded as the registered owner of the said trade marks. For future trade marks to be covered by this
agreement, until the Canadian Trade Marks Office records SEARS CANADA as a registered user of the licenced trade marks, SEARS CANADA shall use the licenced trade marks with the prior approval of SEARS. 

Marking and Advertising 
  

	12.	SEARS CANADA in order to protect the licenced trade marks and the good will associated therewith agrees : 


 

	a)	to use only the licenced trade marks in the form as registered and as set forth in Schedule A hereto, without any accompanying words, hyphenated or otherwise, or
symbols of any nature unless first approved in writing by SEARS. 

  

	b)	SEARS CANADA shall at the request of SEARS submit to SEARS representative samples of packaging, advertising and other material on which the licenced trade marks appear.



  
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 Operational Links 
 13. SEARS shall, without charge, disclose to and assist SEARS CANADA in developing and installing merchandising methods and administrative procedures which have proven successful in SEARS merchandising
business in the United States in a substantially similar manner as has occurred since the creation of SEARS CANADA. SEARS shall have the right to adopt in its business, without charge, the merchandising methods and administrative procedures adopted
by SEARS CANADA. All other services rendered or supplied to SEARS CANADA by SEARS or to SEARS by SEARS CANADA shall be paid for by the party receiving the services on the basis of the actual determinable cost thereof without profit or override.

 14. For the purposes of Section 13 merchandising methods and administrative procedures shall include, without
limitation, field operating bulletins; arrangements to permit both SEARS and SEARS CANADA so far as reasonably possible to purchase merchandise of the same quality and specifications and on the same terms and conditions as is from time to time
purchased by the other; access to overseas buying offices and “store of the future” concepts; and any similar materials, information and access developed in future during the term hereof, all of which collectively are hereinafter referred to as operational links. 

  
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 15. SEARS and SEARS CANADA acknowledge that arrangements exist between them in respect of information
technology and computer and other automated systems related to their merchandising business based on the following general principles: 
  

	a)	common systems have been introduced by the parties based principally on the systems developed by SEARS; 


 

	b)	maintenance, improvement and development work related to such systems is to be shared by the parties pursuant to programs agreed upon from time to time;


  

	c)	each party is to co-operate with the other to assist the other in making the most efficient and beneficial use of such systems. 


The parties acknowledge the foregoing principles and agree that they shall enter into a separate written agreement in respect of their ownership and use
of such systems. 
 Infringements 
 16. SEARS CANADA shall promptly notify SEARS of any attempt by any third person or legal entity to use the licenced trade marks, or any variation or imitation thereof and of any litigation involving the
licenced trade marks that is instituted by any third person or legal entity. In the event SEARS, in its own discretion, undertakes the defence or prosecution of any 

  
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 litigation relating to the licenced trade marks, SEARS CANADA shall execute any and all documents and do
such acts and things as may in the reasonable opinion of SEARS, be necessary to carry out such defence or prosecution. SEARS CANADA shall be entitled to enforce the licensed trade marks against third parties in the event SEARS fails to do so. In the
event of any action taken by SEARS or SEARS CANADA, the other party may be represented by its own advisory counsel in such action. 
 Term,
Transition and Termination 
  

	17.	

  

	a)	This agreement subject to paragraph 18 shall continue until the expiration of a period of three years after SEARS has ceased to hold directly or Indirectly at least 25%
of the voting shares of SEARS CANADA, provided that during such three year period, SEARS CANADA shall not have the option to add to this agreement any further SEARS merchandising trade marks or to require SEARS to disclose to or assist SEARS CANADA
in developing any new merchandising methods or administrative procedures. 

  

	b)	If prior to the completion of the three (3) year period provided for in Subparagraph 17 (a) it is reasonably 


  
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 determined by SEARS CANADA that a longer transition period is necessary or desirable in
order to permit SEARS CANADA to phase in a new trade name or new trade marks, operational links and procedures or to phase out the trade name of any particular trade mark or marks or any particular operational link or links, without undue
inconvenience or interruption or financial hardship, SEARS shall extend the license granted hereunder in respect of the trade name or relevant trade mark or marks and/or continue to provide the relevant operational link or links for a further
extended transition period not to exceed four years on and subject to the terms of this agreement. If any such extended period is reasonably found to be necessary or desirable by SEARS CANADA, SEARS CANADA shall reimburse SEARS for all reasonable
costs and expenses which may be incurred by SEARS in continuing to provide such operational links, together with a royalty with respect to any licensed trade mark or marks the licence for which is so extended at a royalty rate to be agreed which
shall be equal to the lesser of a fair market rate based on the value of such mark or the lowest rate which will provide a reasonable incentive to induce SEARS CANADA to phase out the use of such mark during such extended period. 

  
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	c)	SEARS CANADA shall be deemed to be in default under this agreement and all rights granted herein shall automatically terminate without notice to SEARS CANADA, upon
SEARS CANADA acknowledging its insolvency, or making a general assignment for the benefit of creditors, or if a petition of bankruptcy is filed or consented to by SEARS CANADA or if SEARS CANADA is adjudicated bankrupt, or if a receiver, trustee or
other custodian of SEARS CANADA’s assets or property, or any substantial part thereof, is appointed pursuant to any applicable law, provided that, SEARS CANADA shall not be in default for a period of 60 days from any such filing, adjudication
or appointment if it is contesting such filing, adjudication or appointment or such longer period thereafter in respect of which a stay in the relevant proceedings is in effect. 

 The Corporate Name of SEARS CANADA 
 18. SEARS hereby confirms that it has consented to the
use by SEARS CANADA of SEARS as part of its corporate name Sears Canada Inc. Notwithstanding sub-paragraph 17(a) but subject as hereinafter provided, the right of SEARS CANADA to use SEARS as part of its corporate name shall exist only so long as:

  

	a)	SEARS holds directly or indirectly at least 25% of the voting shares of SEARS CANADA, and 


  
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	b)	SEARS CANADA is not in default as referred to in paragraph 17(c) hereof. 

 If this licence agreement is terminated for any reason, or if SEARS CANADA is no longer related to SEARS in accordance with sub-paragraph 18(a) above, SEARS CANADA will immediately cease using the
corporate name Sears Canada Inc. except to the extent such use is required by law and will initiate all steps necessary to change its corporate name to one not including SEARS or any of the other licensed trade marks or any confusingly similar term,
such steps to include the use of its best efforts to cause its directors and shareholders to authorize such change. In the event that SEARS shall have entered into an agreement for the sale of its shares in SEARS CANADA so that SEARS CANADA will no
longer be related to SEARS in accordance with sub-paragraph 18(a) above, SEARS CANADA will, at the request of SEARS, seek the necessary authorization of its directors and shareholders prior to such sale taking place conditional on such sale being
completed. If SEARS CANADA has not changed its corporate name within 6 months of the termination of its right to use “Sears” as part of its corporate name, this agreement shall terminate. 

  
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 Nothing in this section of this agreement affects the rights of SEARS CANADA to use the word
“Sears” as provided herein as it applies to merchandising, including the right to display “Sears” on the front of a department store or other premises or on its catalogue. 
 19. SEARS hereby confirms that it has consented to the use of the name SEARS as part of the corporate name of Sears Acceptance Company Inc. and Sears Properties Inc. and consents to its continued use
provided that i) each such corporation, at the request of SEARS, becomes a registered user of the trade mark SEARS and/or a trade mark consisting of the corporate name of such corporation; ii) such use shall cease and SEARS CANADA shall cause such
corporation to immediately change its corporate name to one not including SEARS or any confusingly similar term in the event that such corporation ceases to be wholly owned by SEARS CANADA or in the event that SEARS CANADA is obliged to change its
corporate name pursuant to paragraph 18. SEARS CANADA shall not permit the use of SEARS as part of the corporate name of any other subsidiary or related company without the prior written consent of SEARS. 

Post-Term Obligations 
 20. Upon the
termination or expiration of this agreement, or 

  
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 upon expiry of the extended transition period provided for in paragraph 17, if applicable, SEARS CANADA
shall cease to be a licensee of SEARS and SEARS CANADA shall immediately cease to use, directly or indirectly, in advertising or in any other manner whatever, the licenced trade marks and the trade name “Sears” and SEARS CANADA shall
forthwith remove from its place of business, and change any and all signs, fixtures, furnishings, equipment, advertising material, invoices, supplies, forms or other products which display the licenced trade marks. 

Independent Contractor 
 21. This
agreement does not create a fiduciary relationship between the parties. SEARS CANADA shall be an Independent contractor and so hold itself out to the public and nothing in this agreement is intended to make any party an agent, legal representative,
joint venturer, partner, employee or servant of the other for any purpose. 
 Written Approvals and Waivers 

22. Neither SEARS nor SEARS CANADA shall be deemed to have waived or impaired any right, power or option reserved by this 

  
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 agreement by virtue of any failure by the other party to demand strict compliance with this agreement; or by
virtue of any waiver, forbearance, delay, failure or omission by SEARS or SEARS CANADA to exercise any right, power, or option, whether of the same, similar or different nature, against the other party; absent notice to the contrary in writing. Any
and all notices required to be given hereunder shall be in writing sent by registered mail, telex, courier or facsimile transmission 
 to SEARS: 
 Sears Roebuck and Co., 

Sears Tower, 

Chicago Ill. 60684 
 Attention: General Counsel. 
 and to SEARS CANADA: 

Sears Canada Inc. , 
 222 Jarvis Street, 
 Toronto, Ontario. 

Attention: Secretary. 

  
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 Default 
 23. SEARS CANADA shall not be deemed to be in breach of any of its obligations hereunder, except as provided in sub-paragraph 17 (c), unless SEARS shall have given written notice to SEARS CANADA
specifying in reasonable detail the particulars of such breach and SEARS CANADA shall have failed to remedy such breach within a period of 30 days or such longer period as shal1 be reasonably required to remedy such breach. 

Co-operation 
 24. SEARS and SEARS CANADA
shall each co-operate with the other in order to maintain, preserve and enhance the good will associated with the trade marks licenced hereunder and to achieve the maximum benefit from the use of the said trade marks in their respective businesses.
Each party shall take such action as shall reasonably be requested by the other in order to give effect to the intent of this paragraph. The parties shall meet together on a regular basis, and at least once in each year, to discuss, review and
co-ordinate their activities pursuant to this agreement and to establish efficient procedures in respect of registrations, agreements and other steps to be taken by the parties hereunder. 

  
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 Restatement 
 25. This agreement is intended to restate and amend the provisions of the said agreement dated 18th September, 1952 between the parties, as heretofore amended, and thus shall supercede the provisions
of the said agreement. 
 Severability 
 26. 
  

	a)	Except as expressly provided to the contrary herein, each section, part, term and provision of this agreement, or any portion thereof, shall be considered severable and
if for any reason any such portion of this agreement is invalid, illegal or incapable of being enforced by reason of any rule of law or public policy, all other portions of this agreement shall, nevertheless, remain in full force and effect and no
portion of this agreement shall be deemed dependent upon any other portion unless so expressed herein. 

  

	b)	All headings and captions in this agreement are intended solely for the convenience of the parties, and none shall be deemed to affect the meaning or construction of
any provision hereof. 


  
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	c)	Time is of the essence of this agreement.  

 Applicable Law 
 27. This agreement shall be interpreted and construed under the laws of the
Province of Ontario. 
 IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this agreement in
duplicate on the day and year first above written. 
  

			
	SEARS CANADA INC.
		
	by: 	 	




		 	Chairman of the Board
		
		 	




		 	Secretary
	
	SEARS, ROEBUCK AND CO.
		
	by: 	 	




		 	 Chairman and CEO
 SEABS
MERCHANDISE GROUP

		
		 	




		 	Assistant Secretary



  
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 SCHEDULE “A” 

REGISTERED TRADE MARKS 
  

					
	 Name
	  	Reg. No.	 
	 ADAGIOS
	  	 	115,196	  
	 AH-H BRA
	  	 	249,225	  
	 ALLSTATE
	  	 	27,886	  
	 ALLSTATE GUARDSMAN 4 4
	  	 	142,857	  
	 AUTOCRUISE
	  	 	300,518	  
		
	 BATHSHOP COLORMATES & DESIGN
	  	 	235,816	  
	 BENCHMADE
	  	 	236,367	  
	 BONNET
	  	 	280,203	  
	 BRADLEY
	  	 	29,122	  
		
	 CARRIAGE COURT
	  	 	302,634	  
	 CARRIAGE COURT... ITALIA & DESIGN
	  	 	318,957	  
	 CLING-ALON
	  	 	134,776	  
	 COLDSPOT
	  	 	27,902	  
	 COLDSPOT
	  	 	313,292	  
	 COLORMATES
	  	 	253,558	  
	 COUNTRY INN
	  	 	45,377	  
	 COUNTRY INN & DESIGN
	  	 	229,253	  
	 CRAFTSMAN
	  	 	27,901	  
	 CRAFTSMAN CUSTOM
	  	 	252,054	  
	 CRUISAIRE
	  	 	43,031	  
		
	 DASHMATE
	  	 	218,897	  
	 DYNABOND
	  	 	228,823	  
		
	 EAGER 1
	  	 	188,712	  
	 EASY LIVING PAINT
	  	 	220,376	  
	 ELASTO-FIT
	  	 	147,595	  
	 ENDURABLES
	  	 	248,623	  
		
	 FABRIC MASTER
	  	 	182,308	  
	 FASHIONLITE
	  	 	180,939	  
	 FIRM LINE
	  	 	119,556	  
	 FORECAST
	  	 	124,224	  
	 FREEDOMFLOR
	  	 	228,737	  
	 FREE SPIRIT
	  	 	198,026	  
	 FREEZER-MATE
	  	 	106,315	  









					
	 GAMEFISHER
	  	 	181,680	  
	 GOLD COAT
	  	 	242,892	  
	 GREEN KARPET
	  	 	102,948	  
	 GUARDSMAN
	  	 	109,125	  
		
	 HAPPI-TIME
	  	 	27,897	  
	 HARMONY HOUSE
	  	 	106,021	  
	 HILLARY
	  	 	254,014	  
	 HOMART
	  	 	27,884	  
	 HOMESTEAD
	  	 	220,909	  
	 HONEYSUCKLE
	  	 	27,895	  
	 HOSTESS SHOP & DESIGN
	  	 	230,728	  
		
	 INCREDICELL
	  	 	306,220	  
		
	 JEANS FOR MEN & DESIGN
	  	 	279,477	  
	 JEEPERS
	  	 	142,999	  
	 JEUNE BOUTIQUE & DESIGN
	  	 	187,350	  
	 JEUNE BOUTIQUE & DESIGN
	  	 	187,335	  
	 JUNIOR BAZAAR
	  	 	154,290	  
	 JUNIOR BAZAAR
	  	 	203,294	  
		
	 KENMORE
	  	 	27,933	  
	 KENMORE CONCEPT SUPRA
	  	 	285,993	  
	 KENMORE DELUXE
	  	 	147,486	  
	 KENMORE SILHOUETTE
	  	 	146,109	  
	 KENMORE TRUE SIMMER
	  	 	169,885	  
	 KENMORE UP AND OVER
	  	 	285,906	  
	 KERRYBROOKE
	  	 	30,953	  
	 KINGS CROWN
	  	 	159,993	  
		
	 LADY KENMORE
	  	 	266,135	  
	 LADY KENMORE CLASSIC
	  	 	146,111	  
	 LADY KENMORE SILHOUETTE
	  	 	146,110	  
	 LA RESISTANTE
	  	 	273,377	  
	 LAURENTIAN
	  	 	101,174	  
	 LEAPIN’ JEEPERS
	  	 	142,997	  
	 LEGTRICITY
	  	 	210,264	  
	 LI’L JEEPERS
	  	 	142,998	  
	 LOCATION DE VOITURES SEARS
	  	 	282,491	  
	 LXI SERIES
	  	 	259,394	  
		
	 MASTERPIECE
	  	 	154,632	  
	 MATCHMATES
	  	 	254,732	  
	 MEDLEY
	  	 	250,840	  
	 MIRA-COLD
	  	 	122,168	  
	 MUZZLER
	  	 	297,723	  


  
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	 NOTHING ELSE
	  	 	223,700	  
		
	 PANTS THAT FIT & DESIGN
	  	 	195,752	  
	 PERMA-SMOOTH
	  	 	122,460	  
	 PILLOW SOFT
	  	 	218,930	  
	 PLACE DE LA MODE & DESIGN
	  	 	255,124	  
	 POWERMATE
	  	 	251,850	  
	 POWER-MATE
	  	 	274,802	  
	 PUTTER SUIT
	  	 	210,032	  
		
	 ROADHANDLER
	  	 	215,679	  
	 ROADMATES
	  	 	262,256	  
	 ROADMATES & DESIGN
	  	 	262,791	  
	 ROCK BOTTOMS
	  	 	265,952	  
	 ROUGH HOUSERS
	  	 	250,307	  
	 ROUGHSHOD
	  	 	117,218	  
		
	 SANI-GARD
	  	 	136,039	  
	 SEAROFIL
	  	 	300,525	  
	 SEARS
	  	 	39,780	  
	 SEARS
	  	 	304,115	  
	 SEARS (new application)
	  	 	476,403	  
	 SEARS DIVISION
	  	 	304,882	  
	 SEARS ELECTRONICS DESIGN
	  	 	237,390	  
	 SEARS ELECTRONICS & DESIGN
	  	 	275,769	  
	 SEARS-O-PEDIC
	  	 	120,321	  
	 SEARS OPTICAL CENTRE & DESIGN
	  	 	235,392	  
	 SEARS SET & DESIGN
	  	 	230,055	  
	 SEARS SHAPE SHOP & DESIGN
	  	 	239,637	  
	 SENSOR TOUCH
	  	 	227,608	  
	 SEROFOAM
	  	 	119,412	  
	 SERVISTWIST
	  	 	104,528	  
	 SILVERGUARD
	  	 	246,310	  
	 SILVERTONE
	  	 	31,615	  
	 SIMPLE & FACILE
	  	 	252,029	  
	 SIMPSONS-SEARS DESIGN
	  	 	45,597	  
	 SIMPSONS-SEARS TEX
	  	 	193,078	  
	 SLUMBER SHOP & DESIGN
	  	 	231,092	  
	 SOFT HEAT
	  	 	183,377	  
	 SPACEMASTER
	  	 	44,617	  
	 SPECTRUM
	  	 	190,703	  
	 SPECTRUM PLUS
	  	 	279,327	  
	 SPECTRUM PLUS MILEAGE
	  	 	274,780	  
	 SPORTSMAN
	  	 	246,786	  
	 STEADYRIDER RT
	  	 	268,026	  
	 STELLARIS
	  	 	199,104	  
	 STEP LIVELY DESIGN
	  	 	227,625	  
	 SUIT-YOUR-SIZE
	  	 	193,962	  
	 SUPER ROTOSWIRL AGITATOR
	  	 	183,652	  


  
 - 3 -










					
	 SUPRAMATIC
	  	 	44,753	  
	 SUPERPLUSH II & DESIGN
	  	 	254,189	  
	 SURVIVOR
	  	 	272,937	  
	 SUTEKI
	  	 	297,389	  
		
	 TED WILLIAMS DESIGN
	  	 	133,754	  
	 THE BIG TOY CHEST
	  	 	241,764	  
	 THE DOESN’T PANTY
	  	 	260, 663	  
	 THE FASHION PLACE
	  	 	232,713}	  
	 THE FASHION PLACE & DESIGN
	  	 	245,070)	  
	 THE GATHERING
	  	 	210,657	  
	 THE LABEL OF CONFIDENCE
	  	 	229,082	  
	 THE LITTLE SEARS & DESIGN
	  	 	228 ,009	  
	 THE SHOE PLACE
	  	 	213,593	  
	 THE WINKER
	  	 	202,104	  
	 TOUGHMATES
	  	 	253,658	  
	 TOUGHSKINS
	  	 	195,729	  
	 TOUGHSKINS
	  	 	223,698	  
	 TOUGH JEANS TERRITORY
	  	 	216,974	  
	 TRADITION
	  	 	27,862	  
	 TREE & TENT DESIGN
	  	 	258,020	  
	 TRIM TO FIT & DESIGN
	  	 	215,600	  
	 TRIPLE DUTY
	  	 	267,417	  
	 TRIPLE EMPLOI
	  	 	267,418	  
	 TWIN SKINS
	  	 	248,650	  
		
	 UNE PLUIE
	  	 	250,858	  
	 UN SERVICE DE CONFIANCE
	  	 	292 ,305	  
	 UN SERVICE DE CONFIANCE & DESIGN
	  	 	289,016	  
		
	 VIDEO ARCADE
	  	 	218,787	  
	 VIST BAKE
	  	 	45,195	  
		
	 WEARMASTER
	  	 	27,861	  
	 WEARMASTER DESIGN (WM)
	  	 	254,269	  
	 WEATHER BEATER
	  	 	202 ,425	  
	 WEATHERBEATER
	  	 	274,233	  
	 WEATHER-MATIC
	  	 	126 ,588	  
	 WE INSTALL CONFIDENCE
	  	 	288,260	  
	 WE INSTALL CONFIDENCE & DESIGN
	  	 	290,434	  
	 WHITE SHIELD
	  	 	115,723	  
	 WINTERSKINS
	  	 	236,392	  
	 WORKMASTER
	  	 	27,955	  
	 WRINKLE GUARD
	  	 	182,309	  
		
	 X-CARGO & DESIGN
	  	 	288 ,251	  


  
 - 4 -









 TRADE MARKS APPLIED FOR BUT NOT YET REGISTERED 

 

			
	 Trade Mark
	  	 Serial No.

	 GAMEFISHER (ext/wares)
	  	
	 GOOLAGONG
	  	531,988
		
	 INTELLIGENTE (Fr. Smart)
	  	not yet issued
		
	 OAKTON
	  	568,640
	 OPEN HOME
	  	517,211
	 OPEN HOME & Design
	  	523,056
		
	 SCI
	  	557,182
	 SEARS & Design
	  	485,961
	 SEARS & Design
	  	535,349
	 SEARS BEST
	  	369,899
	 SEARS CATALOGUE CLEARANCE
	  	409,132
	 SEARS CATALOGUE DE LIQUIDATION (Fr.)
	  	409,133
	 SEARS COLLECTION
	  	544,776
	 SEARS-RENT-A-CAR (BUDGET)
	  	373,353
	 SEARS REST
	  	553,223
	 SEARS REPOS (Fr.)
	  	557,218
	 SMART
	  	563,737


  
 - 5 -









 THIS AGREEMENT made this 26th day of January, 1987 
 BETWEEN: 
 SEARS, ROEBUCK AND CO., a Company incorporated under the laws of New
York, United States of America, 
 (hereinafter celled “the Owner”) 

OF THE FIRST PART 

- and - 
 SEARS
CANADA INC., a Company incorporated and organized under the laws of Canada and having its principal place of business at 222 Jarvis Street, Toronto, Ontario, 
 (hereinafter called “the Proposed Permitted User”) 
 OF THE SECOND PART

 WHEREAS, Owner is the partial owner and controlling shareholder of the Proposed Permitted User; and 

WHEREAS, the Owner in Canada is the owner of the trade marks identified in Schedule “A” hereto, and the Proposed Permitted User
desires to acquire a license to use said trade marks in Canada on the terms and conditions as hereinafter set forth. 







 NOW THEREFORE, in consideration of the premises, of the mutual promises of the parties and
of Ten Dollars (S10.00) to each party by the other now paid, IT IS HEREBY AGREED AND DECLARED AS FOLLOWS: 
 1. The Owner gives
to the Proposed Permitted User the royalty-free exclusive right to use in Canada the trade marks of the Owner as set out in Schedule “A” attached hereto in respect of all of the goods and/or services for which such trade marks have or in
the future may be registered or are in the process of being registered by the Owner. Schedule “A” may be amended from time to time to add or delete trade marks by written agreement of the parties. 

2. The Proposed Permitted User agrees to use said trade marks only in relation to the goods and/or services for which said trade marks
have or in the future may be registered and for which the Proposed Permitted User is recorded as a Registered User. 
 3. All
goods and/or services of Proposed Permitted User associated with said trade marks of the Owner shall be of a quality agreed to by Owner. The Owner or its duly authorized agent shall have the right to inspect on the premises of the Proposed Permitted
User, at reasonable times, the goods and/or services which the Proposed Permitted User sells or offers for sale under said trade marks, or receive samples of the goods and/or services or advertisements pertaining to the goods and/or services which
the Proposed Permitted User sells or offers for sale under the trade marks. Provided that upon receipt of written notice from the Owner that goods or services which the Proposed Permitted User sells or offers for sale under the trade marks of the
Owner do not in the reasonable opinion of the Owner meet the standard of quality stipulated above, the Proposed Permitted User shall rectify forthwith any such deficiencies. 

  
 - 2 -









 4. This agreement shall remain in force for an indefinite period. The Permitted User shall
be allowed a reasonable period of time following termination to dispose of any goods which it may have in stock or on order bearing the Owner’s trade marks, provided that during such reasonable period of time following termination the Proposed
Permitted User is entered in the Canadian Trade Marks Office as a registered user of the trade marks or cooperates fully in having itself so entered. 
 5. Any and all written notices required to be given, or which may be given under this agreement, shall be delivered personally or sent by prepaid registered mail addressed, in the case of the Owner, to:
Corporate Identity Counsel, Department 956, Sears, Roebuck and Co., Sears Tower, Chicago, Illinois 60684, and in the case of the Proposed Permitted User, to: Sears Canada Inc., Department 766, 222 Jarvis Street, Toronto, Ontario, M5B 2B8, and marked
to the attention of Vice-President, Secretary & Corporate Counsel, or to such other addresses as the parties hereafter in writing may advise. 
 Delivery shall be deemed to have been accomplished on delivery in fact if delivered personally, by courier service, by telex, or if by mail on the third business day following the date of mailing, as
aforesaid. 

  
 - 3 -









 6. This agreement shall be governed by the laws of the Province of Ontario and any
applicable laws of Canada. 
 IN WITNESS WHEREOF the parties hereto have set their hands and seals as of the day and year first
above written. 
  

					
	 OWNER
	  	)        	  	 SEARS, ROEBUCK AND CO.

 

		  	)        	  	 





		  	)        	  
		  	)        	  
		  	)        	  
		  	)        	  	Chairman and CEO
		  	)        	  	SEARS MERCHANDISE GROUP
		  	)        	  	 





		  	)        	  
		  	)        	  
		  		  	Assistant Secretary
			
	 PROPOSED PERMITTED USER
	  	)        	  	SEARS CANADA INC.
		  	)        	  	 





		  	)        	  
		  	)        	  
		  	)        	  
		  	)        	  	Vice President, Merchandising
		  	)        	  	 





		  	)        	  
		  	)        	  
		  	)        	  	Secretary


  
 - 4 -









 SCHEDULE “A” 

REGISTERED TRADE MARKS 
  

					
	 Name
	  	Reg. No.	 
	 ADAGIOS
	  	 	115,196	  
	 AH-H BRA
	  	 	249,225	  
	 ALLSTATE
	  	 	27,886	  
	 ALLSTATE GUARDSMAN 44
	  	 	142,857	  
	 AUTOCRUISE
	  	 	300,518	  
		
	 BATHSHOP COLORMATES & DESIGN
	  	 	235,816	  
	 BENCHMADE
	  	 	236,367	  
	 BONNET
	  	 	280,203	  
	 BRADLEY
	  	 	29,122	  
		
	 CARRIAGE COURT
	  	 	302,634	  
	 CARRIAGE COURT... ITALIA & DESIGN
	  	 	318,957	  
	 CLING-ALOW
	  	 	134,776	  
	 COLDSPOT
	  	 	27,902	  
	 COLDSPOT
	  	 	313,292	  
	 COLORMATES
	  	 	253,558	  
	 COUNTRY INN
	  	 	45,377	  
	 COUNTRY INN & DESIGN
	  	 	229,253	  
	 CRAFTSMAN
	  	 	27,901	  
	 CRAFTSMAN CUSTOM
	  	 	252,054	  
	 CRUISAIRE
	  	 	43,031	  
		
	 DASHMATE
	  	 	218,897	  
	 DYKABOND
	  	 	228,823	  
		
	 EAGER 1
	  	 	188,712	  
	 EASY LIVING PAINT
	  	 	220,376	  
	 ELASTO-FIT
	  	 	147,595	  
	 ENDURABLES
	  	 	248,623	  
		
	 FABRIC MASTER
	  	 	182,308	  
	 FASHIONLITE
	  	 	180,939	  
	 FIRM LINE
	  	 	119,556	  
	 FORECAST
	  	 	124,224	  
	 FREEDOMFLOR
	  	 	228,737	  
	 FREE SPIRIT
	  	 	198,026	  
	 FREEZER-MATE
	  	 	106,315	  









					
	 GAMEFISHER
	  	 	181,680	  
	 GOLD COAT
	  	 	242,892	  
	 GREEN KARPET
	  	 	102,948	  
	 GUARDSMAN
	  	 	109,125	  
		
	 HAPPI-TIME
	  	 	27,897	  
	 HARMONY HOUSE
	  	 	106,021	  
	 HILLARY
	  	 	254,014	  
	 HOMART
	  	 	27,884	  
	 HOMESTEAD
	  	 	220,909	  
	 HONEYSUCKLE
	  	 	27,895	  
	 HOSTESS SHOP & DESIGN
	  	 	230,728	  
		
	 INCREDICELL
	  	 	306,220	  
		
	 JEANS FOR MEN & DESIGN
	  	 	279,477	  
	 JEEPERS
	  	 	142,999	  
	 JEUNE BOUTIQUE & DESIGN
	  	 	187,350	  
	 JEUNE BOUTIQUE & DESIGN
	  	 	187,335	  
	 JUNIOR BAZAAR
	  	 	154,290	  
	 JUNIOR BAZAAR
	  	 	203,294	  
		
	 KENMORE
	  	 	27,933	  
	 KENMORE CONCEPT SUPRA
	  	 	285,993	  
	 KENMORE DELUXE
	  	 	147,486	  
	 KENMORE SILHOUETTE
	  	 	146,109	  
	 KENMORE TRUE SIMMER
	  	 	169,885	  
	 KENMORE UP AND OVER
	  	 	285,906	  
	 KERRYBROOKE
	  	 	30,953	  
	 KINGS CROWN
	  	 	159,993	  
		
	 LADY KENMORE
	  	 	266,135	  
	 LADY KENMORE CLASSIC
	  	 	146,111	  
	 LADY KENMORE SILHOUETTE
	  	 	146,110	  
	 LA RESISTANTE
	  	 	273,377	  
	 LAURENTIAN
	  	 	101,174	  
	 LEAPIN’ JEEPERS
	  	 	142,997	  
	 LEGTRICITY
	  	 	210,264	  
	 LI’L JEEPERS
	  	 	142,998	  
	 LOCATION DE VOITURES SEARS
	  	 	282,491	  
	 LXI SERIES
	  	 	259,394	  
		
	 MASTERPIECE
	  	 	154,632	  
	 MATCHMATES
	  	 	254,732	  
	 MEDLEY
	  	 	250,840	  
	 MIRA-COLD
	  	 	122,168	  
	 MUZZLER
	  	 	297,723	  


  
 - 2 -










					
	 NOTHING ELSE
	  	 	223,700	  
		
	 PANTS THAT FIT & DESIGN
	  	 	195,752	  
	 PERMA-SMOOTH
	  	 	122,460	  
	 PILLOW SOFT
	  	 	218,930	  
	 PLACE DE LA MODE & DESIGN
	  	 	255,124	  
	 POWERMATE
	  	 	251,850	  
	 POWER-MATE
	  	 	274,802	  
	 PUTTER SUIT
	  	 	210,032	  
		
	 ROADHANDLER
	  	 	215,679	  
	 ROADMATES
	  	 	262,256	  
	 ROADMATES & DESIGN
	  	 	262,791	  
	 ROCK BOTTOMS
	  	 	265,952	  
	 ROUGH HOUSERS
	  	 	250,307	  
	 ROUGHSHOD
	  	 	117,218	  
		
	 SANI-GARD
	  	 	136,039	  
	 SEAROFIL
	  	 	300,525	  
	 SEARS
	  	 	39,780	  
	 SEARS
	  	 	304,115	  
	 SEARS [new application)
	  	 	476,403	  
	 SEARS DIVISION
	  	 	304,882	  
	 SEARS ELECTRONICS DESIGN
	  	 	237,390	  
	 SEARS ELECTRONICS & DESIGN
	  	 	275,769	  
	 SEARS-0-PEDIC
	  	 	120,321	  
	 SEARS OPTICAL CENTRE & DESIGN
	  	 	235,392	  
	 SEARS SET & DESIGN
	  	 	230,055	  
	 SEARS SHAPE SHOP & DESIGN
	  	 	239,637	  
	 SENSOR TOUCH
	  	 	227,608	  
	 SEROFOAM
	  	 	119,412	  
	 SERVISTWIST
	  	 	104,528	  
	 SILVERGUARD
	  	 	246,310	  
	 SILVERTONE
	  	 	31,615	  
	 SIMPLE & FACILE
	  	 	252,029	  
	 SIMPSONS-SEARS DESIGN
	  	 	45,597	  
	 SIMPSONS-SEARS TEX
	  	 	193,078	  
	 SLUMBER SHOP & DESIGN
	  	 	231,092	  
	 SOFT HEAT
	  	 	183,377	  
	 SPACEMASTER
	  	 	44,617	  
	 SPECTRUM
	  	 	190,703	  
	 SPECTRUM PLUS
	  	 	279,327	  
	 SPECTRUM PLUS MILEAGE
	  	 	274,780	  
	 SPORTSMAN
	  	 	246,786	  
	 STEADYRIDER RT
	  	 	268,026	  
	 STELLARIS
	  	 	199,104	  
	 STEP LIVELY DESIGN
	  	 	227,625	  
	 SUIT-YOUR-SIZE
	  	 	193,962	  
	 SUPER ROTOSWIRL AGITATOR
	  	 	183,652	  


  
 - 3 -










					
	 SUPRAMATIC
	  	 	44,753	  
	 SUPERPLUSH II & DESIGN
	  	 	254,189	  
	 SURVIVOR
	  	 	272,937	  
	 SUTEKI
	  	 	297,389	  
		
	 TED WILLIAMS DESIGN
	  	 	133,754	  
	 THE BIG TOY CHEST
	  	 	241,764	  
	 THE DOESN’T PANTY
	  	 	260,663	  
	 THE FASHION PLACE
	  	 	232,713)	  
	 THE FASHION PLACE & DESIGN
	  	 	245,070)	  
	 THE GATHERING
	  	 	210,657	  
	 THE LABEL OF CONFIDENCE
	  	 	229,082	  
	 THE LITTLE SEARS & DESIGN
	  	 	228,009	  
	 THE SHOE PLACE
	  	 	213,593	  
	 THE WINNER
	  	 	202,104	  
	 TOUGHMATES
	  	 	253,658	  
	 TOUGHSKINS
	  	 	195,729	  
	 TOUGHSKINS
	  	 	223,698	  
	 TOUGH JEANS TERRITORY
	  	 	216,974	  
	 TRADITION
	  	 	27,862	  
	 TREE & TENT DESIGN
	  	 	258,020	  
	 TRIM TO FIT & DESIGN
	  	 	215,600	  
	 TRIPLE DUTY
	  	 	267,417	  
	 TRIPLE EMPLOI
	  	 	267,418	  
	 TWIN SKINS
	  	 	248,650	  
		
	 UNE PLUIE
	  	 	250,858	  
	 UN SERVICE DE CONFIANCE
	  	 	292,305	  
	 UN SERVICE DE CONFIANCE & DESIGN
	  	 	289,016	  
		
	 VIDEO ARCADE
	  	 	218,787	  
	 VISI BAKE
	  	 	45,195	  
		
	 WEARMASTER
	  	 	27,861	  
	 WEARMASTER DESIGN (WM)
	  	 	254,269	  
	 WEATHER BEATER
	  	 	202,425	  
	 WEATHER BEATER
	  	 	274,233	  
	 WEATHER-MATIC
	  	 	126,588	  
	 WE INSTALL CONFIDENCE
	  	 	288,260	  
	 WE INSTALL CONFIDENCE & DESIGN
	  	 	290,434	  
	 WHITE SHIELD
	  	 	115,723	  
	 WINTERSKINS
	  	 	236,392	  
	 WORKMASTER
	  	 	27,955	  
	 WRINKLE GUARD
	  	 	182,309	  
		
	 X-CARGO & DESIGN
	  	 	288,251	  


  
 - 4 -









 TRADE MARKS APPLIED FOR BUT NOT YET REGISTERED 

 

			
	 Trade Mark
	  	 Serial No.

	 GAMEFISHER (ext/wares)
	  	
	 GOOLAGONG
	  	531,988
		
	 INTELLIGENTE (Fr. Smart)
	  	not yet issued
		
	 OAKTON
	  	568,640
	 OPEN HOME
	  	517,211
	 OPEN HOME & Design
	  	523 ,056
		
	 SCI
	  	557,182
	 SEARS & Design
	  	485,961
	 SEARS & Design
	  	535,349
	 SEARS BEST
	  	369,899
	 SEARS CATALOGUE CLEARANCE
	  	409,132
	 SEARS CATALOGUE DE LIQUIDATION (Fr.)
	  	409 ,133
	 SEARS COLLECTION
	  	544,776
	 SEARS- RENT-A-CAR (BUDGET)
	  	373,353
	 SEARS REST
	  	553 ,223
	 SEARS REPOS (Fr.)
	  	557,218
	 SMART
	  	563 ,737


  
 - 5 -