Syngenta Flowers, LLC Flowering Only License
(This License does not pertain to Syngenta licensed Rooting Stations or Root N’ Sell Stations)
Terms and Conditions Agreement
PLEASE READ THIS FLOWERING ONLY LICENSE AGREEMENT BEFORE OPENING SHIPMENT BOX(ES). By accepting and opening any shipment box(es) of Syngenta Flowers, LLC plant products, you, the customer, are accepting and agreeing to the terms of this Flowering Only License Agreement with Syngenta Flowers, LLC. The customer receiving this order as shown on the shipping documents (hereinafter “Licensee”), accepts the terms of this Flowering Only License Agreement (hereinafter “Agreement”). If you do not wish to agree to the terms of this Agreement, promptly call Royalty Administration International (RAI). RAI is the licensing agent of Syngenta Flowers, LLC (hereinafter “Agent”). This Agreement is made between Syngenta Flowers LLC (hereinafter “Licensor”) and Licensee. Each referred to individually as “Party” and collectively as the “Parties”.
Whereas, Licensor is authorized and entitled as the owner of these plant varieties/cuttings (hereinafter “Licensed Products”), to enter into agreements concerning these Licensed Products. Whereas, Licensee wishes to obtain for itself a license to grow and sell these Licensed Products as “Finished Plants” only. As used herein, the term “Finished Plants” (hereinafter “Finished Plants”) means flowering plants ready to be sold to consumer, of the Licensed Products grown in three(3)- inch size containers or larger for at least 4 weeks from planting of a rooted cutting or 7 weeks from planting of an unrooted cutting.
Now, therefore, in consideration of the promises and the mutual covenants of this Agreement, the Parties agree as follows:
- This Agreement supersedes any prior Flowering Only License Agreement, written or oral, between Licensor and Licensee relating in any way to the Licensed Products and Finished Plants.
- Licensor hereby grants to Licensee a non-exclusive license agreement to grow and sell the Finished Plants of the Licensed Products delivered by Licensor or any of the Licensor’s licensed rooting stations, or purchased from a licensed Root N’ Sell, with no rights to grant sublicenses. Any and all growing to be performed by Licensee under this Agreement must be for the purpose of producing and selling Finished Plants only within the United States and Canada (hereinafter “Licensed Territory”). Any additional propagation of these Licensed Products is prohibited. The sale of rooted or unrooted cuttings of the Licensed Products to any other company or individual is strictly prohibited as is the export of the Licensed Products outside of the Licensed Territory. ALL FORMS OF PROPAGATION OF THE LICENSED PRODUCTS AND FINISHED PLANTS ARE STRICTLY PROHIBITED.
- Tags/labels are available through Syngenta Flowers, LLC with each product purchased. Licensee may use any form of labels/tags of their choice, and such labels /tags used and any product sold, must include the statement: “Unlicensed Plant Propagation Strictly Prohibited”. If the Licensed Product’s plant variety names are used on printed material, correct names and trademark attribution will be used. Contact RAI for further tag/ label information.
- Licensee agrees to allow Licensor or their representatives, including but not limited to RAI, to inspect and inventory, at any reasonable time, the Licensees’ premises and plantings to ensure compliance with this Agreement.
- Sport or Mutation
If Licensee discovers any new genetic material essentially derived from the Licensed Products, the Licensee must promptly notify the Licensor or RAI and provide all reasonable information, and plant material if requested by Licensor as necessary to enable Licensor to evaluate the new genetic material. If requested by Licensor, Licensee shall assign to Licensor all rights to any sport or mutation.
- Licensee acknowledges the importance to Licensor and to its reputation and goodwill, and to the public, of maintaining high, uniform standards of quality in the Finished Products produced, manufactured, distributed and sold.
- Term of this Agreement will commence from once the box is opened, until the Finished Plant products are sold.
- Upon breach by the Licensee of any terms of this Agreement, the grant of the license and other rights to Licensee under this Agreement shall be immediately terminated. In the event of such a termination of this Agreement, Licensee agrees to destroy all plants, rooted and unrooted cuttings, and any other matter capable of reproduction of the Licensed Products and Finished Plants. Licensor may pursue all legal remedies available, to the fullest extent of the law for the recovery of all damages, including without limitation, reasonable attorneys fees, incidental, consequential, punitive, statutory, and compensatory damages, lost profits, and all forms of injunctive relief.
- This Agreement shall be governed by and construed under the laws of the state of California. All parties expressly consent to and agree to venue for any legal action as being solely the state courts of California or the United States District court in California regardless of where this Agreement is executed, performable, or breached and regardless of any other applicable laws concerning venue. In any legal action arising out of this Agreement, or arising from infringement of Licensor’s rights, Licensor is entitled to reasonable attorney fees and costs.
- This Agreement may not be transferred (and no rights hereunder may be assigned, and no obligations hereunder may be delegated) without the express written consent of Licensor, and any such attempted assignment, delegation or transfer shall be void. For the purposes of this provision, any form of change of control of the Licensee shall be deemed an impermissible transfer, whether or not such change of control would otherwise be deemed a transfer under applicable law.
- If any provisions of this Agreement are or become invalid or unenforceable, the remaining provisions shall be and continue to be, fully in effect.
Contact Royalty Administration International (RAI) at (800) 472-4724 (phone) or (239) 278-4833 (fax) with any questions reading this Agreement.