TRADEMARK LICENSE AGREEMENT

between

THE MRS. FIELDS' BRAND, INC.
a Delaware corporation

and

NONNI'S FOOD COMPANY, INC.
a Florida corporation

DATED: January 3, 2000

TABLE OF CONTENTS

TRADEMARK LICENSE AGREEMENT

        THIS AGREEMENT is made and entered into this 3rd day of January 2000, by and between THE MRS. FIELDS' BRAND, INC., a Delaware corporation ("MFB"), and NONNI'S FOOD COMPANY, INC., a Florida corporation ("Nonni's").

RECITALS

        WHEREAS, MFB is the sole owner of certain trademarks, service marks, and trade names, which have become associated with high quality food products;

        WHEREAS, Nonni's desires to acquire a license from MFB to develop, manufacture, package, distribute and sell through designated retail distribution channels high quality, prepackaged ready-to-eat shelf stable cookie products utilizing the Mrs. Fields trademarks, service marks and trade names; and

        WHEREAS, MFB desires to license to Nonni's the right to develop, manufacture, package, distribute and sell ready-to-eat shelf stable cookie products through designated retail distribution channels subject to the provisions of this Agreement;

AGREEMENT

        NOW THEREFORE, in consideration of the covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.

DEFINITIONS

        (a)   "Designated Distribution Channels" shall mean grocery stores, supermarkets, drug stores, convenience stores, club stores, mass merchandisers and other similar retail prepackaged food and snack retail distribution channels.

        (b)   "Guaranteed Amounts" shall have the meaning set forth in Section 5 hereof.

        (c)   "Initial Term" shall have the meaning set forth in Section 16 hereof.

        (d)   "Licensed Names and Marks" shall mean those trademarks, trade names and service marks identified on Exhibit A hereto.

        (e)   "Net Sales" shall mean gross sales minus cash discounts for early payments.

        (f)    "Option" shall have the meaning set forth in Section 16 hereof.

        (g)   "Packaging Specifications" shall mean those specifications for packaging approved by MFB pursuant to Section 11 hereof.

        (h)   "Product Specifications" shall mean those specifications for Royalty Bearing Products approved by MFB pursuant to Section 11 hereof.

        (i)    "Protected Information" shall mean MFB recipes, formulations, systems, programs, procedures, manuals, confidential reports and communications, marketing techniques and arrangements, purchasing information, pricing policies, quoting procedures, financial information, employee, customer, supplier and distributor data, all of the materials or information relating to the business or activities of MFB which were not otherwise known to Nonni's prior to the commencement of the negotiations leading to this Agreement, or generally known to others engaged in similar businesses or activities, and all modifications, improvements and enhancements which are derived from or relate to Nonni's access to or knowledge of any of the above enumerated materials or information (whether or not any of the above are reduced to writing or whether or not patentable or protectable by copyright) which Nonni's receives, receives access to, conceives or develops or has received, received access to, conceived or developed, in whole or in part, directly or indirectly, in connection with Nonni's license hereunder. Information which is independently developed by Nonni's, or which was already in the possession of Nonni's prior to the date of this Agreement and which was not obtained in connection with the transactions contemplated by this Agreement, or information which is or becomes publicly available without breach of (i) this Agreement, (ii) any other agreement or instrument to which Nonni's is a party or a beneficiary, or (iii) any duty owed to MFB by Nonni's, shall not be considered Protected Information hereunder.

        (j)    "Royalty Bearing Product(s)" shall mean the food products described on Exhibit B hereto, that are sold as prepackaged shelf stable cookies using the Licensed Names and Marks.

        (k)   "Royalty Default Rate" shall mean the interest rate which is the lesser of (i) the annual rate from time to time publicly announced by Citibank, N.A. at its "base rate" or "prime rate" (or any successor rate) plus two percent (2%) or (ii) the highest applicable legal rate.


 

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