We have some termination "demands", should we pursue them?
Mainly return of the tooling (not paid for by USL - worth £40K):...
must be returned to Protomould in original condition, and kept in safe keeping in the interim, from 2012-12-12, or paid for in full".
Termination doc. below.
12th December 2012
Agreement Termination Notice
We hereby give notice that on 2012-12-12 the agreement, and therefore licence, granted by MDL (Manta Design ltd) on 2011-08-28 to market, produce or sell the licensed product is formally revoked, as of this date (please refer to: Manta Design Limited – Unified Sport Limited Agreement Review Meeting Minutes).
In summary, the grounds for revocation are significant failures to meet reasonable performance expectations, to fulfil the terms of the licence agreement (for example clause 9.6, ref: 14.3(a)), and to respect IPR owned by MDL.
Non-compliance with clause 9.6, in particular, is unresolvable. Further, some of these failures directly threaten the reputation of the product and of MDL and so on those grounds alone can no longer be tolerated.
As of 2012-12-12 USL (Unified Sport ltd) have no right to the current licence, and are no longer The Licensee. Therefore, the tooling, to which USL held title to under the terms of the agreement, must be returned to Protomould in original condition, and kept in safe keeping in the interim, from 2012-12-12, or paid for in full if USL wish to request a licence to produce MDL’s design(s). A delay in acknowledgment of this termination notice, or in compliance with its terms will incur an invoice for the full cost of the tools. USL must also request a licence from MDL, if it wishes to produce, promote, or sell any MDL design(s) beyond the pro tem license (see Interim Sales).
Any further actions by USL that we consider detrimental to MDL, our brand, or ourselves personally, including any non-compliance in procedures effecting MDL's business process and product, or regarding any material MDL has produced, or discussed, may be considered as grounds for legal action.
It must be understood that any failure to comply would constitute an attempt to obstruct MDL from going about their business. Acknowledgment of compliance is expected within 14 days of this document being sent.
Termination of the license, and hence expiration of the title on the tooling, is entirely due to USL's non-performance, disregard and transgression of clauses of the agreement, resulting in a very real risk of damage to the MDL brand and reputation.
Henceforth, USL are not entitled to use the tooling, sell stock, or advertise as the design's executive, without a valid agreement to do so (see Interim Sales).
USL were given unrestricted access for product trials prior to any agreement, free reign to test the design and research appropriate marketing.
Not having invested years of development time (including substantial market research and redevelopment) or finance manufacturing costs, the sole contractual requisite responsibility for USL is marketing and promotion (clause 6.2). However, contractual clauses were disregarded almost immediately and no appropriate marketing was implemented. USL failed to uphold the contract, hence the outstanding cost of the contract will not be met by MSL and any future agreement will involve a fresh license fee per saddle sold (see Interim Sales).
If we are additionally obliged to eliminate hindrance, inappropriate expenditures, and damage to our business, we will also instruct our accountants to identify where goods and services are, that were purchased with MDL monies during the period when all parties were working within MDL.
Any new license granted will enforce sustainability of our brand and compliance of agreements and the fee per saddle will reflect MDL’s resumed marketing work, and that MDL are free to market their designs as they find appropriate.
Given that the original license is revoked, USL may continue to sell existing stock for 1 month from 2012-12-12 based on the following pro tem offer, or until a new, monthly license is signed.
An interim license fee, temporary or renewable on request, will be charged, payable to MDL on a monthly basis, of GBP10.00 on any saddle sold through any outlet other than our own.
This does not include a license to use, or title to the tooling.
If we receive no acknowledgment, communication or acceptance of this pro tem offer, or a request for a valid license regarding existing, or new, stock sales, we will regard it as sold and issue an invoice for fees accordingly, based on the figures we have in the report.
MDL sales from USL stock, will incur a payment of GBP50.00 payable to USL. The Amazon site must be withdrawn and the customer with the review based on “zero support" resolved.
Unauthorised (test, demonstration) video material on the website will be corrected immediately, along with other resolutions to problems we may prescribe; we will consider a license for other materials used. If the interim agreement, provided on request, is accepted in writing, details of all sales, however made, must be notified to MDL monthly, and MDL is to be notified at all times of new sales leads, promotional material, contact relating to the design(s), or anything pertaining to the design(s).