(12) MONTHS PRIOR WRITTEN
NOTICE TO HOME DEPOT, UIC MAY TERMINATE THE SUPPLY OBLIGATIONS AT ANY TIME AFTER
THE LATER TO OCCUR OF:
(I) THE ASSIGNMENT DATE; OR (II) JUNE 30, 2009.
C.
RIGHT TO CURE.
EXCEPT WITH RESPECT TO HOME DEPOT'S OBLIGATIONS
PURSUANT TO SECTIONS 5.02 AND 5.03, IF EITHER PARTY FAILS TO PERFORM ANY
MATERIAL OBLIGATION UNDER THIS AGREEMENT, THE NON-BREACHING PARTY SHALL PROVIDE
WRITTEN NOTICE THEREOF, SPECIFYING IN DETAIL THE NATURE OF THE BREACH AND
INDICATING ITS INTENT TO TERMINATE IF SUCH BREACH IS NOT CURED.
THE BREACHING
PARTY SHALL HAVE SIXTY (60) DAYS FROM RECEIPT OF SUCH NOTICE TO REMEDY SUCH
BREACH; PROVIDED, HOWEVER, THAT IF THE BREACHING PARTY HAS WITHIN SUCH 60-DAY
PERIOD BEGUN AND DILIGENTLY PURSUED A COURSE OF ACTION REASONABLY LIKELY TO CURE
SUCH BREACH AS APPROVED IN WRITING BY THE NON-BREACHING PARTY, WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, THEN THE BREACHING
PARTY SHALL HAVE UNTIL ONE HUNDRED AND TWENTY (120) DAYS AFTER RECEIPT OF SUCH
NOTICE TO CURE SUCH MATERIAL BREACH.
UPON THE EXPIRATION OF THE CURE PERIOD
(INCLUDING ANY EXTENSION) WITHOUT CURE, THE NON-BREACHING PARTY MAY ELECT TO
TERMINATE THE TRADEMARK RIGHTS AND/OR THE SUPPLY OBLIGATIONS UPON WRITTEN NOTICE
TO THE BREACHING PARTY.
24
16.02
EFFECTS OF TERMINATION.
A.
USE OF MARKS.
UPON TERMINATION OF THE TRADEMARK RIGHTS, THE
TRADEMARK LICENSE TO HOME DEPOT AND ALL THIRD PARTY LICENSES GRANTED PURSUANT TO
SECTION 3.01 SHALL IMMEDIATELY TERMINATE, AND HOME DEPOT AGREES TO DISCONTINUE
ALL USE OF THE MARKS WITHIN ONE (1) YEAR OF THE DATE OF TERMINATION AND TO
COOPERATE WITH UIC OR ITS APPOINTED AGENT TO:
(I) ENSURE THAT ALL THIRD PARTY
LICENSEES IMMEDIATELY CEASE USING THE MARKS; AND (II) APPLY TO THE APPROPRIATE
AUTHORITIES TO CANCEL RECORDING OF THIS AGREEMENT FROM ALL GOVERNMENT RECORDS
AND TO DESTROY ALL PRINTED MATERIALS BEARING ANY OF THE MARKS.
NOTWITHSTANDING
THE FOREGOING, HOME DEPOT SHALL HAVE THE RIGHT, FOR A PERIOD OF ONE (1) YEAR, TO
ADVERTISE, MARKET AND SELL ANY OF ITS INVENTORY OF VIGORO-BRANDED PRODUCTS
EXISTING AS OF THE EXPIRATION OR TERMINATION DATE AND TO CONTINUE TO USE THE
MARKS AS IT HAD PREVIOUSLY TO ADVERTISE AND MARKET SUCH INVENTORY.
B.
AMOUNTS DUE.
EXPIRATION OR TERMINATION OF ANY PORTION OF THIS
AGREEMENT SHALL NOT RELIEVE EITHER PARTY OF ITS OBLIGATION TO PAY ANY AMOUNTS
DUE OR OWING.
ARTICLE XVII.
MISCELLANEOUS
17.01
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, UNITED STATES,
WITHOUT REGARD TO ANY GEORGIA LAWS RELATING TO OR GOVERNING CONFLICT OF LAWS
ISSUES.
17.02
DISPUTE RESOLUTION.
EXCEPT AS OTHERWISE SPECIFIED IN THIS
AGREEMENT, IN THE EVENT OF ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE FORMATION, PERFORMANCE OR BREACH HEREUNDER (A
"DISPUTE"), UPON THE WRITTEN NOTICE OF EITHER PARTY, HOME DEPOT AND UIC SHALL
ATTEMPT IN GOOD FAITH AND WITH A