Organic Vegetable Garden Fertilizer Home Depot
Organic Fertilizer

Organic Vegetable Garden Fertilizer Home Depot

  • November 9, 2021

The team at Scotts Miracle-Gro set out to find a solution, and after years of work, they did.With Miracle-Gro Performance Organics, gardeners have a new organic gardening solution that achieves results on par with conventional Miracle-Gro products.The R&D team at Scotts spent more than three years researching and testing.The Miracle-Gro Performance Organics line of products includes soils and plant foods that are OMRI (Organics Materials Review Institute)-approved, and which feature a revolutionary blend of natural and organic materials and locally sourced, specially aged compost.But if anyone is going to create the next chapter in lawn and gardening, the team at Scotts wants it to be them. .

Gardening: Helping your plants weather the heat

Gardening: Helping your plants weather the heat

Gardening: Helping your plants weather the heat

In hot weather, blossom drop often occurs and fruit production ceases on beans, tomatoes, cucumbers and other members of the squash family.When the temperatures reach into to the 90s, tomato, pepper and squash plants are unable to send a consistent supply of moisture to their fruit, which often results in blossom end rot – the ugly black sunken spots that from on the bottom or ends of the vegetables.Hose end misting attachments are available at many big boxes, such Lowes and Home Depot, or you can buy them on line.If you’re going away for the weekend, not to worry, but in the long term, in shaded conditions full sun plants will fail to thrive.For tips on how to construct and use them, do an internet search for “how to shade the garden in hot weather.”. .

Natalie Wojinski Part 3: Gardening in small spaces – National

Natalie Wojinski Part 3: Gardening in small spaces – National

Natalie Wojinski Part 3: Gardening in small spaces – National

In this post, I will continue my evolution from hapless consumer to backyard gardener.We’ve learned a lot over the past few months about gardening in small spaces, composting, and how far we can go to change our shopping habits.Containers!We started this season with our requisite three tomato plants purchased from the Home Depot nursery.Even though I grew up with a compost pile, I never took the time to learn anything about it.You might be wondering about the smell.As we near the end of June, I’m already on my second crop of radishes and we have itty-bitty tomatoes just forming. .

TRADEMARK LICENSE AND MANUFACTURING AND SUPPLY

TRADEMARK LICENSE AND MANUFACTURING AND SUPPLY

TRADEMARK LICENSE AND MANUFACTURING AND SUPPLY

WHEREAS, UIC owns the Marks (as defined below) and the parties desire UIC to license the Marks to Home Depot in connection with the marketing and sale by Home Depot of Vigoro-Branded Products (as defined below);.WHEREAS, the parties desire UIC to manufacture and supply Vigoro Fertilizers (as defined below) and certain other products for Home Depot; and.WHEREAS, provided that Home Depot has achieved certain assignment purchase requirements and has extended for an additional three years its commitment to purchase Vigoro Fertilizers from UIC, the parties desire UIC to assign the Marks to Home Depot.The following terms, when used herein with initial capital letters, shall have the respective meanings set forth in this Article I .1.04 “ Change of Control ” means any transaction or series of transactions whereby, directly or indirectly, equity or management control of a party, or substantially all of such party’s assets to which this agreement relates or to its entire business is transferred to any Person, whether such transaction is structured as a sale or exchange of capital stock or assets, a lease of assets with or without a purchase option, a merger or consolidation, a tender or exchange offer, a leveraged.buy-out, a restructuring, a recapitalization, a repurchase of capital stock, an extraordinary dividend or distribution, a liquidation, a formation of a joint venture or partnership, or otherwise.1.06 “ Competing Products ” means any products in the following categories: fertilizers, spreaders, lawn, garden and household pesticides and repellants (including, without limitation, insecticides, herbicides, rodenticides and personal and area repellants).(“ Bank of America ”), as Swing Line Bank and Initial Issuing Bank thereunder; Banc of America Securities LLC (formerly known as NationsBanc Xxxxxxxxxx Securities LLC) (“ BAS ”) and Xxxxxx Xxxxxxx Senior Funding, Inc. (“ MSSF ”), as Co-Arrangers therefore; Canadian Imperial Bank of Commerce, as Documentation Agent therefore; MSSF, as Syndication Agent thereunder; BAS, as Lead Arranger and Book Manager therefore; and Bank of America, as Administrative Agent for the Lender Parties thereunder, or (ii) any credit or similar agreement that replaces or substitutes for the foregoing.1.13 “ Losses ” means all obligations, third party claims, damages, losses, liabilities, obligations, settlements, injunctions, suits, actions, proceedings, liens, demands, charges, fines, penalties, costs and expenses of every kind and nature (whether based on tort, breach of contract, product liability, infringement or otherwise), including without limitation, fees and expenses of attorneys and other professionals, and disbursements which may be imposed on, incurred by or.asserted against the Persons hereby required to be indemnified (but not against any of the same to the extent that a grossly negligent or willful act or omission of any of such party was the cause of the same).1.22 “ Person ” means any natural person, corporation, company, partnership, limited partnership, limited liability company, firm, association, trust, government, governmental agency, or any other entity, whether acting in an individual, fiduciary or other capacity.Subject to any pre-existing contractual obligations or restrictions, or other impairments, to the extent listed in Schedule D and to the terms and conditions of this Agreement, UIC hereby grants to Home Depot, during the Trademark Term, a royalty-free, sole (except for Third Party Licenses granted at Home Depot’s request pursuant to Sections 3.01(b)(i) and (ii) ), non-transferable license, without the right to sublicense, to use each Xxxx set forth in Schedule B solely in connection with the marketing and sale of Vigoro-Branded Products in the permitted product categories and permitted territories corresponding to such Xxxx as set forth in Schedule B .Subject to any pre-existing contractual obligations or restrictions, or other impairments, to the extent listed in Schedule D and to the terms and conditions of this Agreement, UIC hereby agrees, on Home Depot’s request from time to time during the Trademark Term, to grant:.Notwithstanding the previous sentence, any determination to use UIC to source such products shall be at Home Depot’s sole discretion.Notwithstanding anything herein to the contrary, UIC shall not be required to grant any license to the Marks to a third party unless such Person has executed a license agreement with UIC containing customary terms and conditions at least as restrictive as those contained.Home Depot acknowledges that, as between Home Depot and UIC, until the Assignment Date, UIC is the sole and exclusive owner of all right, title and interest in and to the Marks and Home Depot shall refrain from taking any action inconsistent with such ownership and from attacking UIC’s title to the Marks or the lien created in the Marks by the Collateral Documents (as defined in the Credit Agreement).Home Depot agrees that, subject to Section 3.12 and Article XI , nothing in this Agreement shall give Home Depot any right, title or interest in the Marks other than the right to use such Marks in accordance with the license granted in Section 3.01 .UIC reserves all rights to the Marks except as expressly granted herein to Home Depot.Home Depot agrees to cooperate with UIC in facilitating UIC’s control of the quality and reputation of the Marks by: (i) permitting reasonable inspection of any Home Depot facility upon reasonable notice and during normal business hours; (ii) at UIC’s reasonable request, supplying UIC with representative samples of Home Depot’s uses of the Xxxx; and (iii) refraining from any use of the Marks that would harm the reputation of the Marks, including by tarnishment or dilution.In order to protect the validity of the Marks and its brand equity, UIC shall have the right to reasonably reject any uses of the Marks by Home Depot or any Third Party Licensee that could, under standards and practices common in the retail industry and in the industry in which the applicable goods and services are provided, reasonably be expected to adversely affect the reputation or validity of the Marks , or that violate any usage guidelines promulgated by UIC pursuant to Section 3.07 .Home Depot shall use the Marks in a manner consistent with UIC’s use of the Marks and with guidelines promulgated by UIC from time to time in the future, provided that such guidelines shall not have a material impact on Home Depot’s ability to exploit.If such guidelines have not been agreed upon in advance by, and have a material financial impact on, Home Depot, UIC will be responsible for any reasonable and direct out-of-pocket expenses incurred by Home Depot as a result of UIC’s implementation of such guidelines.Any objection by UIC to the use of any Xxxx by Home Depot or any Third Party Licensee shall be accompanied by a written statement setting forth in reasonable detail the nature of UIC’s objections and suggestions for removing or replacing the objectionable aspects.Where practical and appropriate or reasonably required by UIC, Home Depot shall include, or shall require to be included, the following attribution on all product packaging for all Vigoro-Branded Products manufactured for, or marketed and sold by, Home Depot pursuant to licenses granted in connection with Section 3.01 : “VIGORO™/® is a licensed trademark of United Industries Corporation” or such other attribution agreed to by the parties from time to time.UIC shall have the right at any time to make additions to, deletions from, and changes to any or all of the Marks in its sole and complete discretion; provided , however , that UIC shall give Home Depot reasonable prior written notice thereof and that no such change shall, in UIC’s reasonable determination, materially impair the present character, reputation or market position of any Xxxx.Notwithstanding the foregoing, if UIC requires that any such addition, deletion or change be made, Home Depot shall be entitled to distribute and sell-down all existing inventory of Vigoro-Branded Products, and use existing inventory of packaging and label stock, and to use existing advertising and promotional materials, unless UIC notifies Home Depot in writing that such uses of Vigoro-Branded Products, packaging and label stock or promotional materials allegedly infringe the rights of any Person.If any such addition, deletion or change has not been agreed upon in advance by, and has a material financial impact on, Home Depot, UIC will be responsible for any reasonable and direct out-of-pocket expenses incurred by Home Depot as a result of UIC’s implementation of such addition, deletion or change.Home Depot’s use of the Marks during the Trademark Term, and any goodwill arising therefrom, shall inure solely to the benefit of UIC.Notwithstanding the foregoing, however, such goodwill shall be transferred to Home Depot in connection with any assignment of the Marks pursuant to Article XI .Home Depot shall not have the right to use the Marks in conjunction with any other trademarks without UIC’s prior written consent, which shall not be unreasonably withheld; provided , however , that usual and customary advertising and merchandising shall not be deemed co-branding.Notwithstanding the foregoing, UIC shall have no obligation to consent to the use of any other xxxx in connection with the Vigoro Fertilizers.Home Depot shall comply with all applicable laws and regulations and, at its own expense, obtain all appropriate federal, state or local government licenses, permits and other approvals that may be required for performance of its rights and obligations hereunder, except for such licenses, permits and other approvals relating to the manufacture of Vigoro-Branded.UIC will submit a request to the administrative agent for the Credit Agreement to grant a first priority security interest in the Marks to Home Depot.If the granting of such lien to Home Depot is consented to by requisite parties under the Credit Agreement (as set forth therein), UIC will use commercially reasonable efforts to grant Home Depot a first priority security interest in the Marks, and UIC agrees to take such additional action and execute such documents as reasonably necessary to permit Home Depot to perfect such security interest.To the extent that Home Depot fails to meet the conditions set forth in Article XI , and, in any event, on the Assignment Date, Home Depot hereby agrees to release any liens and security interests granted hereunder in the Marks.Home Depot may, in its discretion, promptly thereafter notify UIC in writing to proceed with an application for registration, in which case, UIC shall, within fifteen (15) business days after Home Depot’s written notice, (i) for applications for registration within the United States, make application in its own name for registration of such Xxxx in the product category specified in Home Depot’s notice, and (ii) for applications for registration outside the United States, instruct foreign counsel to make application in UIC’s name for registration of such Xxxx in the product category and territory specified in Home Depot’s notice.Except as set forth in Section 4.02(c), UIC shall have the sole right and authority, but not the obligation, to take such steps as necessary to protect the Marks against infringement, misappropriation, tarnishment or misuse, including the commencement of a litigation.If UIC commences litigation to protect or enforce any Xxxx licensed, or contemplated by the parties to be licensed, to Home Depot pursuant to Section 3.01(a) , Home Depot shall, to the extent permitted by applicable law, and at its sole Expense, have the right to join and participate in any such litigation, and to select counsel of its own choosing.Depot of an infringement, misappropriation or misuse of any Xxxx licensed, or contemplated by the parties to be licensed, to Home Depot, UIC has not taken steps to halt such infringement, misappropriation or misuse, then Home Depot shall, to the extent permitted by applicable law, have the right but not the obligation to bring suit to enjoin such infringement, misappropriation or misuse and to select counsel for, and control, the prosecution of any such suit.Except as provided herein, Home Depot shall have no right or authority to bring suit in connection with the protection or enforcement of any Xxxx.If Home Depot unreasonably withholds, delays or conditions its consent to any settlement for which such consent is required pursuant to this Section 4.02(c) , then UIC shall continue to control the prosecution of such claim and shall have the right to commence an action against Home Depot in accordance with the dispute resolution procedures outlined in Section 17.02 herein in the event an adverse result (including any Losses) resulting from a judgment or other determination in such proceeding is less favorable to UIC than the settlement as to which Home Depot failed or refused to provide its consent.Unless otherwise provided herein, UIC shall bear all Expenses incurred in connection with maintenance and enforcement of the registrations of the Marks in the product categories and corresponding territories listed on Schedule B as of the Effective Date.If during the Trademark Term, neither of the foregoing conditions are met, then Home Depot or its designee shall promptly reimburse (and shall thereafter pay) all Expenses incurred in connection with prosecution of applications for,.Until expiration of these purchase obligations as provided in Section 5.02(c) , Home Depot shall purchase from UIC all of Home Depot’s and its Affiliates requirements for Vigoro Fertilizers for resale in the United States and its territories and possessions through any channel of trade.Until expiration of these purchase obligations as provided in Section 5.02(c) , Home Depot shall purchase at least the volume of Vigoro Fertilizer that is specified in Section 5.02(b)(i) of Schedule E from UIC each calendar year (the “ Minimum Annual Volume ”).If Home Depot fails to achieve the Minimum Annual Volume for any calendar year, then notwithstanding Section 16.01(c) , in addition to its other remedies, UIC may terminate the Trademark Rights upon sixty (60) days written notice to Home Depot.(ii) December 31, 2009, if Home Depot fails to achieve the Minimum Aggregate Volume requirement by June 30, 2009, and does not agree to extend its exclusivity and Minimum Annual Volume purchase obligations for an additional three years from December 31, 2009;.(iii) December 31, 2011, if Home Depot achieves the Minimum Aggregate Volume by December 31, 2008, and agrees to extend its exclusivity and Minimum Annual Volume purchase obligations for an additional three years from December 31, 2008, or if Home Depot agrees to extend its exclusivity and Minimum Annual Volume purchase obligations for any other reason; or.(iv) December 31, 2012, if Home Depot achieves the Minimum Aggregate Volume by June 30, 2009 and agrees to extend its exclusivity and Minimum Annual Volume purchase obligations for an additional three years from December 31, 2009, or if Home Depot agrees to extend its exclusivity and Minimum Annual Volume purchase obligations for any other reason.The following purchase requirements are conditions precedent to UIC’s obligation to assign the Marks to Home Depot pursuant to Article XI .If Home Depot fails to purchase the Minimum Aggregate Volume of Vigoro Fertilizer from UIC by December 31, 2008, it shall have until June 30, 2009 to achieve such amount.If Home Depot fails to achieve the Minimum Aggregate Volume requirement by December 31, 2008, then its exclusivity and Minimum Annual Volume purchase obligations set forth in Section 5.02 shall automatically be extended through December 31, 2009.During the twelve (12) month period immediately prior to the Assignment Date, Home Depot shall have purchased from UIC a minimum total of Non-Vigoro Branded Products of at least the volume specified in Section 5.03(b)(i) of Schedule E (the “ Final Year Volume ”).The assignment purchase requirements set forth in subsections (a) and (b) above are conditions precedent to UIC’s obligation to assign the Marks as contemplated pursuant to Article XI herein, and are not guarantees, and Home Depot’s failure to achieve any such purchase requirement will not be deemed a breach of this Agreement, and further, in no event will Home Depot be obligated to UIC for money or injunctive relief for its failure to achieve such purchase requirements.Home Depot shall use commercially reasonable efforts (taking into account actual consumer demand) to purchase from UIC the volume of finished goods specified in mutually developed forecasts of Product purchases, but in no event shall Home Depot be obligated to purchase from UIC less than ninety (90) days inventory of finished goods of the affected Products set forth in such forecasts if: (i) Home Depot discontinues carrying a Product; (ii) the Supply Obligations are terminated by Home Depot for any reason other than UIC’s material breach of the Supply Obligations; or (iii) after the Assignment Date, UIC is no longer Home Depot’s vendor of record for any Product.Each year at Home Depot’s annual marketing meeting, the parties shall agree on a good faith, reasonable total annual forecast for the Products for the next year based upon historical volumes, weather forecasts and other relevant predictors of consumer demand.On or prior to November 30th of each year, or as soon thereafter as feasible, the parties shall agree upon a good faith, reasonable forecast for each Product on a SKU-by-SKU and month-by-month basis for the next year, based upon historical volumes, weather forecasts and other relevant predictors of consumer demand.UIC acknowledges that such forecasts do not represent more than a good faith commitment (taking into account actual consumer demand) by Home Depot to purchase such amounts.UIC shall use commercially reasonable efforts to manufacture and supply the agreed upon forecasted requirements for Vigoro Fertilizers.Subject to Home Depot’s written approval, which shall not be unreasonably withheld, conditioned or delayed, UIC shall have the right to use subcontractors to manufacture and supply Products for Home Depot, provided that no such approval is required for subcontractors currently or historically used by UIC with respect to the Products or as provided in Section 17.09 .In the event that Home Depot’s requirements for Vigoro Fertilizer exceeds UIC’s capacity, then UIC shall use reasonable efforts to locate and secure subcontractors reasonably acceptable to UIC to supply Home Depot’s requirements in a commercially reasonable time and at a level of quality substantially equal to that of UIC-manufactured Products, subject to Home Depot’s written approval, which shall not be unreasonably withheld, conditioned or delayed.manufacture Vigoro Fertilizers for third parties to sell in the United States and its territories and possessions; provided , however , that if Home Depot fails to comply with such exclusivity obligations, then in addition to any of its other rights and remedies, UIC shall be free to manufacture Vigoro Fertilizer for third parties to sell in the United States and its territories and possessions for the duration of such non-compliance and for such additional period as is necessary for UIC to: (i) fulfill any outstanding manufacture or supply commitments to third parties; and (ii) exhaust inventories of finished goods and components in connection therewith.Home Depot shall place orders for Products through its Electronic Data Interchange connection with UIC.UIC shall use good faith efforts to fill such orders within the annual forecasted volumes determined by the parties pursuant to Section 6.01 provided , however , that UIC’s failure to fulfill any order shall not be deemed a material breach of this Agreement.All Products shall be delivered FOB the respective destination Home Depot store, transit facility or distribution center.Additional terms and conditions related to UIC’s supply obligations under this Agreement are set forth in Section 6.04 of Schedule E .Except as may be required pursuant to Section 3.11 , UIC shall have the sole right to apply for, prosecute and maintain licenses, permits and other approvals for, and registrations of, the Products with federal, state and local governmental authorities and administrative agencies including, without limitation, the Environmental Protection Agency.Home Depot shall use commercially reasonable efforts to notify UIC of any end-user consumer complaints with respect to the Products that it receives.With respect to Vigoro-Branded Products manufactured for Home Depot by Third Party Licensees, Home Depot and/or such Third Party Licensee shall take all commercially reasonable steps to resolve such consumer complaints to the consumer’s satisfaction and to protect the reputation of and goodwill associated with the Marks and shall reasonably assist UIC in any investigation related to such complaint.Home Depot shall use commercially reasonable efforts to advertise, market and promote the Vigoro brand in the United States and its territories and possessions.Within thirty (30) days after the end of each calendar quarter, Home Depot shall provide to UIC (i) a written report of the number and dollar amounts of all Vigoro-Branded Products, broken out by product, purchased by Home Depot from a Third Party Licensee during such quarter, and (ii) a copy of Home Depot’s “Return to Vendor Report” (or any substitute or successor report containing substantially the same information) for each Third Party Licensee.Home Depot shall cause the Third Party Licensees to make reports and accompanying royalty payments to UIC not less frequently than quarterly.On or before February 28th, of the following year, or as soon thereafter as is reasonably practicable, the parties shall meet and agree on, and document: (i) the amounts of Products purchased by Home Depot during the preceding year that are to be applied toward Home Depot’s Minimum Annual Volume purchase obligation set forth in Section 5.02(b) and toward its assignment purchase requirements set forth in Section 5.03 (if applicable for that year); and (ii) the cumulative amounts of Products purchased by Home Depot as of December 31st of the preceding year that are to be applied toward Home Depot’s assignment purchase requirements set forth in Section 5.03 (if applicable for that year).Each party shall keep complete and accurate records and books of account consistent with this Agreement and in accordance with generally accepted accounting principles, consistently applied, sufficient to document such party’s rights and obligations under this Agreement (the “ Records ”).After calendar year 2004, all Purchase Prices shall be determined by mutual agreement of the parties, in good faith taking into consideration increases or decreases in the costs of raw materials, shipping and other costs incurred by UIC in connection with manufacturing and supplying particular Products, and the cost and/or prices of products sold by competitors of Home Depot and UIC that are substantially similar in quality and efficacy as such Product.The parties agree that, upon the occurrence of the conditions set forth in Section 11.01(b) , UIC shall assign to Home Depot all its right, title and interest in and to the Marks, together with all the goodwill associated therewith.(iii) Home Depot has agreed in writing to extend its exclusivity and Minimum Annual Volume purchase obligations set forth in Section 5.02 until December 31, 2011 or, if Home Depot has failed to meet the Minimum Aggregate Volume by December 31, 2008, until December 31, 2012, plus any extension to either of the foregoing dates applicable as set forth in Section 11.01(b)(ii) (Conditions to Assignment Obligation) or Section 17.09 (Force Majeure) .Any assignment required by this Section 11.01 shall be accomplished through execution of the form attached hereto as Exhibit A .UIC shall execute and deliver such documents and take such further actions as may be necessary to carry out any assignment required by this Section 11.01 .Except as indicated in Article II , each party hereby represents and warrants to the other that: (i) it has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; and (ii) this Agreement has been duly authorized by all necessary action on its part.Home Depot hereby represents and warrants that, prior to the Assignment Date, Home Depot shall comply, and shall cause any Third Party Licensees to comply, with all applicable laws and regulations and obtain all appropriate federal, state or local government licenses, permits or other approvals necessary for performance of its rights and obligations hereunder.Except as otherwise provided in this Agreement, UIC hereby agrees to defend, hold harmless and indemnify Home Depot and its Affiliates and all of their past, present and future directors, officers, employees, agents, successors and assigns from and against any and all Losses:.b. arising out of UIC’s uncured failure to perform any covenant or agreement hereunder or fulfill any other obligation in respect hereof, or.c. arising out of any claim that the use by Home Depot or its Affiliates (but excluding any use by Third Party Licensees) of any Xxxx, or of any other intellectual property supplied by or on behalf of UIC in connection with the Products infringes, misappropriates or otherwise conflicts with the intellectual property or other rights of any Person, provided that such use of any Xxxx is solely in connection with and limited to Products supplied by UIC (and not any products or services supplied by a third party).Except as otherwise provided in this Agreement, Home Depot hereby agrees to defend, hold harmless and indemnify UIC and its Affiliates and its and their past, present and future directors, officers, employees, agents, successors and assigns, during the term of this Agreement and thereafter, from and against any and all Losses:.Notwithstanding the foregoing, the indemnifying party shall have the right to control the defense of any claim and to settle such claim in its sole discretion, except that any such settlement shall not require the indemnified party to take or refrain from taking any action other than the payment of money damages for which it is fully indemnified without its prior consent, which such consent shall not be unreasonably withheld, delayed or conditioned.The confidentiality obligations of the parties shall continue indefinitely as to trade secrets, product formulations and manufacturing methods and processes, or for the longest period of time permitted under applicable law, and for a period of five (5) years for all other Confidential Information, and each of the foregoing obligations shall survive expiration or termination of this Agreement for any reason.The existence of this Agreement, each of its terms and conditions, and all information required to be provided from one party to another under the terms and conditions of this Agreement, including without limitation, the contents of Records and Reports, shall be deemed Confidential Information that is subject to the non-disclosure provisions of Section 14.02 , except that this Agreement may be disclosed as required by applicable law (including the disclosure requirements of the securities laws) and to actual or.All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, transmitted by facsimile, or sent by registered, certified or express mail, postage prepaid or sent by a reputable air courier for overnight delivery; provided, however, that notification by facsimile shall be effective on the date of confirmed transmission of such facsimile only if a copy of such notice is delivered by registered, certified or express mail, postage prepaid or sent by a reputable air courier for overnight delivery.Any such notice or other communication, if mailed by prepaid first class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received upon receipt, or if sent by overnight courier on the air courier’s scheduled day of delivery, or if delivered by hand shall be deemed to.In the event of a general discontinuance of postal service due to strike, lockout or otherwise, notices or other communications shall be delivered by hand and shall be deemed to have been received in accordance with this section.Home Depot may terminate the Trademark Rights upon thirty (30) days written notice to UIC.Home Depot may terminate the Supply Obligations at any time after expiration of its exclusivity and Minimum Annual Volume purchase obligations, as provided in Section 5.02(c) , upon twelve (12) months prior written notice to UIC.Upon twelve (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.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.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.Expiration or termination of any portion of this Agreement shall not relieve either party of its obligation to pay any amounts due or owing.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 spirit of mutual cooperation to negotiate an amicable resolution of the Dispute for a 30-day period or a mutually-agreed extension of time (the “ Negotiating Period ”).The provisions hereof shall be a complete defense to any suit, action or proceeding instituted in any state, federal or local court, or administrative tribunal, other than as expressly permitted herein.Nothing in this Agreement shall prevent either party from resorting to judicial proceedings for the limited purpose of seeking a preliminary injunction or to avoid the.In addition, resort by either party to negotiation or arbitration pursuant to this Agreement shall not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party to pursue any such judicial relief; provided , however , that irrespective of the filing of any such request for judicial relief the parties shall continue to participate in the dispute resolution proceedings required by Section 17.02 .No supplement, modification or waiver of this Agreement shall be implied from any conduct of the parties or trade custom or usage and to be binding must be executed in writing by UIC and Home Depot.Neither party shall be in breach of its obligations hereunder to the extent that performance is prevented, delayed or (in the sole but reasonable judgment of the party concerned) made materially more expensive as a result of the following contingencies: (a) any cause beyond the reasonable control of the party concerned, including without limitation, acts of God, riots, civil commotion, wars, threats of war, acts of terror or threats thereof, hostilities between nations, governmental laws, orders or regulation, embargoes, actions by government or agency thereof, storms, floods, fires, accidents, labor disputes or strikes, sabotage, explosions, or.If the performance of any obligation under this Agreement is delayed owing to any such causes, the parties hereto shall consult with each other with respect to an equitable solution.If UIC cannot provide Products due to a force majeure event and the parties cannot resolve the matter such that UIC (or its subcontractors) is able to resume filling Home Depot’s orders for Products within forty-five (45) days, then Home Depot shall have the option to source such Products from a third party only during the duration of UIC’s inability to supply and only for the affected Products, in which case: (A) Home Depot’s purchases from such third party (up to an amount not to exceed such purchases of such Products from UIC during the same period of time 12 months prior to such event) shall apply towards Home Depot’s Minimum Annual Volume and Minimum Aggregate Volume purchase obligations under this Agreement so as not to delay assignment of the Marks pursuant to Article XI ; and (B) the term of Home Depot’s exclusivity and Minimum Annual Volume obligations under Section 5.02 shall be extended beyond the date that such obligations would otherwise terminate under Section 5.02(c) for a period of time equal to the period of time that Home Depot sourced Products from third parties.In exercising its rights and performing its obligations under this Agreement, each party and its Affiliates shall fully comply with all applicable foreign, national, state and local importation and exportation laws and regulations.The parties agree that the United Nations Convention of Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.* Goods in International Class 1 include chemicals used in industry, science and photography, as well as in agriculture, horticulture, and forestry; unprocessed artificial resins; unprocessed plastics; manures; fire extinguishing compositions; tempering and soldering preparations; chemical substances for preserving foodstuffs; tanning substances; and adhesives used in industry.UIC continues to attempt to correct the chain of title, but cannot guarantee, and gives no representation or warranty, that it will be successful in correcting the chain of title or in otherwise maintaining or establishing rights in the “VIGORO” xxxx in Mexico.Sponsorship Agreement among United Industries Corporation, Xxx Xxxxx Racing, Inc. (“JGR”) and Redline Sports Marketing, Inc. (“RSM”) for use by JGR and RSM of the VIGORO Xxxx as set forth in such Sponsorship Agreement.Subject to a force majeure event pursuant to Section 17.09 of the Agreement, if, within [ * ], UIC fails: (i) to achieve a minimum fill rate [ * ]; (ii) the orders during such [ * ] do not exceed [ * ] of the forecasted volume agreed upon for such period pursuant to Section 6.01 ; and (iii) UIC fails to cure any such deficiency (as provided below) within the [ * ] following its receipt of Home Depot’s written notice setting forth in reasonable detail such deficiency, then, to the extent that all of the conditions set forth in the preceding subsections (i), (ii) and (iii) have been satisfied, UIC shall [ * ].The foregoing amounts constitute liquidated damages, which shall constitute Home Depot’s sole and exclusive remedy for UIC’s failure to fill any order or to achieve the minimum fill rate hereunder.THIS TRADEMARK ASSIGNMENT (this “ Assignment ”) is made and entered into as of [insert effective date] (“ Effective Date ”) by and between United Industries Corporation, a Delaware corporation, with its principal office at 0000 Xxxxxxx Xxxx, Xx.WHEREAS, pursuant to the Agreement, Assignor wishes to assign to Assignee, and Assignee wishes to acquire from Assignor, the United States trademark registrations set forth on Schedule A attached hereto, the United States applications for trademark registration set forth on Schedule B attached hereto, the foreign trademark registrations set forth on Schedule C attached hereto, and the foreign applications for trademark registration set forth on Schedule D attached hereto, in each case, together with the goodwill of the business associated therewith (collectively, the “ Marks ”); and.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns, transfers and sets over to Assignee its entire right, title and interest in and to the Marks, for the United States and for all foreign countries, including, without limitation, any registrations and applications therefor, any renewals and extensions of the registrations, and all other corresponding rights that are or may be secured under the laws of the United States or any foreign country, now or hereafter in effect, for Assignee’s own use and enjoyment, and for the use and enjoyment of Assignee’s successors, assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if this Assignment had not been made, together with all income, royalties or payments due or payable as of the Effective Date or thereafter, including, without limitation, all claims for damages by reason of past, present or future infringement or other unauthorized use of the Marks, with the right to xxx for, and collect the same for Assignee’s own use and enjoyment and for the use and enjoyment of its successors, assigns or other legal representatives.ASSIGNOR SHALL NOT BE LIABLE TO ANY PARTY FOR ANY CLAIMS OR LIABILITIES ARISING FROM OR RELATED TO THE MARKS EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.01(c) OF THE AGREEMENT.IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed by their duly authorized representatives as of the Effective Date.On this day of , there appeared before me , personally known to me, who acknowledged that he/she signed the foregoing Assignment as his/her voluntary act and deed on behalf and with full authority of ..On this day of , there appeared before me , personally known to me, who acknowledged that he/she signed the foregoing Assignment as his/her voluntary act and deed on behalf and with full authority of ..

.

Potted Plants – We are – Roots on the Roof!

Potted Plants – We are – Roots on the Roof!

Potted Plants – We are – Roots on the Roof!

Growing Potted Plants for Small Indoor Spaces.If you only have access to sunlight indoors, growing potted plants is a great option, especially if you want to grow warmer-climate plants.Why should you consider growing potted plants?If your planter does not already have drainage holes, drill some small holes in the bottom.If you plan on keeping your plant in the pot temporarily, consider adding a layer of planting cloth between the filler and soil; it can make for an easier clean up at the end of the season Fill the rest of the planter with soil.If the first one to two inches of soil is dry, gently water the plant with lukewarm water.If your plants require humidity or show signs of drying out (curling brown or yellow leaves, dropping buds) the easiest solution is to spray them with a fine mist a couple times a day.If you notice roots growing above the soil line or through the drainage holes it is a sign that your plant needs a bigger pot. .

Leave a Reply

Your email adress will not be published ,Requied fileds are marked*.