GENERAL TERMS AND CONDITIONS FOR RETAILERS USE OF THE HOMEGROWN ONTARIO TRADE-MARK AND POINT-OF-SALE MATERIAL
Effective___________, 2008
The following terms and conditions govern your use of the Homegrown Ontario trade-marks (the "Trade-Marks") listed in Schedule "A" and point-of-sale materials ("POS"), which are owned collectively by the Ontario Pork Producers’ Marketing Board, Ontario Veal Association, Ontario Sheep Marketing Agency, the Turkey Farmers of Ontario, the Ontario Independent Meat Processors and any other persons who may participate from time to time in the ownership of the Trade-Marks and POS (hereinafter referred to as "Licensor").
Grant of Licence. Retailer is granted a non-exclusive, royalty-free, non-transferable right to use the Trade-Marks and POS in association with certain wares and services in Ontario. All rights in the Trade-Marks and POS shall remain vested wholly with Licensor. Licensor reserves the right to use the Trade-Marks and POS for its own purposes and to grant consent to use the Trade-Marks and POS to such other person or persons without restriction as it deems fit. Other provisions that govern Retailer’s use of the Trade-Marks and POS are set forth herein
Standards of Quality. Retailer shall use the Trade-Marks and POS in association with the wares or services (or both) which are described in Schedule "B", that are procured from a supplier that has been approved by the Licensor or its affiliates to participate in the Homegrown Ontario program ("Approved Supplier"), and in accordance with standards and specifications prescribed from time to time by the Licensor and set forth in Schedule "C". The Licensor may notify Retailer of the suppliers that have been approved by the Licensor or its affiliates to participate in the Homegrown Ontario program pursuant to Section 14 hereof or via a posting on the Homegrown Ontario website www.homegrownontario.ca from time to time. The Licensor retains the right to approve all items proposed to carry the Trade-Marks.
Right to Inspect. The Licensor or any other person authorized by the Licensor shall, at its own expense and on reasonable notice, have access during normal business hours to any of the Retailer’s premises to observe, inspect and audit Retailer’s use of the Trade-Marks and POS.
Not to Impair Goodwill. Retailer shall acquire no right, title or interest in the Trade-Marks or POS and any and all goodwill associated with the Trade-Marks and POS shall enure solely to the benefit of Licensor. No monetary amount shall be assigned or attributable to any goodwill associated with Retailer’s use of the Trade-Marks and POS upon termination of use of the Trade-Marks and POS. Retailer will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair Licensor’s right, title and interest in the Trade-Marks and POS, and Retailer will not perform any act or suffer any omission which may infringe or diminish the rights of the Licensor in the Trade-Marks and POS.
No Representations and Warranties. Use of the Trade-Marks and POS are provided strictly on an "as is" basis, and the Licensor does not make any covenants, representations or warranties regarding whether the Trade-Marks and POS infringe or violate any trade mark rights, or other rights of any person, or otherwise.
No Endorsement. Retailer acknowledges that consent or approval to use the Trade-Marks and POS does not in any way imply that the Licensors or its affiliates endorse or take any responsibility for the wares or services in respect of which the Trade-Marks and POS are used by Retailer.
Indemnity. Retailer further agrees that Retailer shall at all times, indemnify and save harmless Licensor, its officers, employees and agents from and against all claims, demands, losses, costs, damages, actions, suits, or other proceedings by whosoever made, sustained, brought or prosecuted in any manner based upon, occasioned by, or attributable to anything done, or omitted to be done by Retailer, its officers, employees or agents in connection with the consent or the use of the Trade-Marks and POS or services performed, purported performed, or required to be performed, by Retailer hereunder.
Term and Termination. Retailer’s use of the Trade-Marks and POS shall commence on the date hereof and, unless terminated earlier pursuant to this Section 8 or Section 16, shall continue in force for a period of one (1) year (the "Term") and these General Terms and Conditions shall automatically be renewed on an annual basis on the anniversary date of the date hereof (a "Renewal Term") unless terminated pursuant to this Section 8 or Section 16. Retailer’s use of the Trade-Marks and POS shall terminate immediately upon the earliest of the occurrence of one of the following events: (i) if Retailer fails to perform any obligation under these General Terms and Conditions and such failure continues for a period of seven (7) days after receipt by Retailer of notice from Licensor specifying such failure; (ii) without cause upon one party giving the other party at least thirty (30) days prior written notice of termination before the end of the Initial Term or a Renewal Term; or (iii) upon the Licensor discontinuing the Homegrown Ontario program and providing notification of same to Retailer.
Obligations Upon Termination. Upon termination, Retailer will immediately cease all use of the Trade-Marks and POS and will not directly or indirectly at any time or in any manner make further use of or reference to the Trade-Marks or POS whatsoever.
Trade-Marks Proceedings. Retailer shall notify Licensor of any apparent infringement of the Trade-Marks and Licensor shall be entitled to deal with such apparent infringement as Licensor sees fit. Retailer agrees to cooperate with the Licensor regarding any apparent infringement of the Trade-Marks.
Relationship. Nothing herein shall constitute or be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute or be deemed to constitute, any party as the agent or any other party for any purpose.
Governing Law. These General Terms and Conditions and the Schedules shall be governed by and construed in accordance with the laws of the Province of Ontario.
Entire Agreement. These General Terms and Conditions and the Schedules (a) sets forth the entire agreement between Retailer and the Licensor and any persons who have in the past or who are now representing either Retailer or the Licensor, and (b) supersedes all prior understandings and communications between you and the Licensor, oral or written, regarding use of the Trade-Marks and POS.
Notices. Subject to Section 2 hereof, all communications which may be or are required to be given by either party to the other herein, shall (in the absence of any specific provision to the contrary) be in writing and delivered or sent by prepaid registered mail or by facsimile transmission (provided sender obtains evidence or verification of transmission receipt). If any such communication is sent by prepaid registered mail, it shall, subject to the following sentence, be conclusively deemed to have been received on the fifth day following the mailing thereof and, if delivered or so telecopied, it shall be conclusively deemed to have been received at the time of delivery or transmission. Retailer's address and facsimile number for notices shall be as set forth under the Retailer's signature below, and Licensor's address and facsimile number for notices shall be the same as those for Ontario Pork as set forth in Ontario Pork's website (all correspondence to Ontario Pork should be addressed to the attention of the Executive Director). Either party may from time to time change its address by notice to the other party in accordance with this section.
Enurement. These General Terms and Conditions and the Schedules shall enure to the benefit of, and be binding upon the parties hereto and their respective successors and assigns provided that you shall not sell, transfer, assign, sublicense or otherwise dispose of the Trade-Marks and POS or the rights granted hereunder to any person, in whole or in part, either directly or indirectly, without the Licensor’s prior written consent.
Changes to Terms and Conditions. From time to time, Licensor may change any of the provisions of these General Terms and Conditions including the Schedules and including the names of the Licensor effective thirty (30) days after notice in writing is given to Retailer which specifies the changes. Retailer has the right to refuse to accept such changes by giving notice of refusal in writing to Licensor prior to the expiry of the thirty (30) day period in which case this Agreement shall terminate immediately upon the expiry of the thirty (30) day period. If the notice is not given within the thirty (30) day period, then Retailer will be deemed to have agreed to the changes and this Agreement shall continue to be in force subject to the changes.
SCHEDULE "A"
TRADE-MARKS - HOMEGROWN ONTARIO LOGO
SCHEDULE "B"
Homegrown Ontario™ Product Definitions
For a meat product to qualify for the Homegrown Ontario™ program it must meet the Ontario definition below, be sourced from a registered Homegrown Ontario™ supplier and be processed by an Ontario based processor either licensed by the Ontario Ministry of Agriculture, Food and Rural Affairs or the Canadian Food Inspection Agency as a registered establishment.
Value Added Products: The meat used in blended, value added products must meet the Ontario definition below for the relevant commodity.
Pork: To be considered a fresh, frozen or value added Ontario pork product for Homegrown Ontario™ the hog must be born, raised and finished in Ontario by an Ontario pork farmer.
Veal: To be considered a fresh, frozen or value added Ontario milk fed veal product for Homegrown Ontario™ the veal animal must be started, raised and finished on a milk based diet in Ontario by an Ontario veal farmer.
To be considered a fresh, frozen or value added Ontario grain fed veal product for Homegrown Ontario™ the veal animal must be started, raised and finished on a grain/corn diet in Ontario by an Ontario veal farmer.
Lamb: To be considered a fresh, frozen or value added Ontario lamb product for Homegrown Ontario™ the animal must be born, raised and finished in Ontario by an Ontario sheep farmer.
Poultry: To be considered a fresh, frozen or value added Ontario turkey, chicken, duck, goose or any other meat bird for the Homegrown Ontario™ program the bird must be placed, raised and finished in Ontario by an Ontario poultry farmer.
Beef: To be considered a fresh or frozen Ontario beef product for Homegrown Ontario™ the animal must be raised and finished in Ontario by an Ontario beef farmer and come from a youthful animal that is graded or meets a grade equivalent. To be considered an Ontario value added beef product for Homegrown Ontario™ the beef animal must be raised and finished in Ontario by an Ontario beef farmer.
Goat: To be considered a fresh, frozen or value added Ontario goat product for Homegrown Ontario™ the animal must be born, raised and finished in Ontario by an Ontario goat farmer.
Rabbits: To be considered a fresh, frozen or value added Ontario rabbit product for Homegrown Ontario™ the animal must be born, raised and finished in Ontario by an Ontario rabbit farmer.
Ratites: To be considered a fresh, frozen or value added Ontario emu, ostrich or rhea for the Homegrown Ontario™ program the animal must be raised and finished by an Ontario ratite farmer.
Excluded from the Homegrown Ontario™ program
All hogs, lamb, rabbits, and goats born, raised and finished outside of Ontario and processed in Ontario do not qualify for inclusion in the Homegrown Ontario™ program
Beef, veal, all meat birds and ratites raised and finished outside of Ontario and processed in Ontario do not qualify for inclusion in the Homegrown Ontario™ program
Any meat imported into Ontario and used in value added processed product does not qualify for inclusion in the Homegrown Ontario™ program.
SCHEDULE "C"
ADDITIONAL CONDITIONS OF USE
The Retailer MUST NOT substitute any other product not raised in Ontario for the Homegrown Ontario Brand.
The Retailer can use point-of-sale and other marketing materials available for Homegrown Ontario.
The Retailer cannot add or customize retailer labels for Homegrown Ontario brand unless approved by Licensor.