RUTH » Topics » CONSENT AGREEMENT

This excerpt taken from the RUTH 10-K filed Jun 25, 2009.

Consent Agreement

This Consent Agreement is made and entered into on this      day of                     , 200    , between Cameron Mitchell Restaurants, LLC (“CMR”), with a business address at 515 Park Street, Columbus, Ohio 43215, and Ruth’s Chris Steak House, Inc. (“RCSH”), with a business address at 500 International Parkway, Suite 100, Heathrow, Florida 32746.

Whereas, CMR owns the common law marks “CAMERON’S AMERICAN BISTRO” and “CAMERON’S” (collectively “CMR’s Marks”) as used on non-steakhouse and/or non-seafood restaurant services (“CMR’s Services”);

Whereas, RCSH owns the common law mark “CAMERON’S STEAKHOUSE” (“RCSH’s Mark”) as used on steakhouse and seafood restaurant services (“RCSH’s Services”);

Whereas, the Parties agree that there is no confusion between their respective marks as used in connection with their respective services and desire to document this understanding by entering into this Consent Agreement;

Now therefore, for the good and sufficient consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. CMR acknowledges RCSH’s ownership of RCSH’s Mark and RCSH’s right to use the mark on RCSH’s Services.

2. RCSH acknowledges CMR’s ownership of CMR’s Marks and CMR’s right to use the marks on CMR’s Services.

3. The Parties agree that confusion is not likely to arise from their respective use and registration of their respective marks in connection with their respective services because CMR’s Services and RCSH’s Services are for distinct concepts that are not likely to overlap.

4. As a result, CMR and RCSH consent to the registration of the other party’s mark for the services listed above, at the U.S. Patent & Trademark Office, or any other state or foreign office.

5. The parties agree to further take all reasonable action necessary to prevent any confusion between each other’s businesses due to the coexistence and registration of their respective marks from taking place, including but not limited to making public disclaimers.

6. The parties shall negotiate in good faith to modify the terms of this Agreement to continue and further the purposes hereof in the event the Agreement or any provision thereof is deemed to be invalid or insufficient for the purposes intended, by the U.S. Patent & Trademark Office or any court, or administrative body of or with competent jurisdiction.


Execution Version

 

In witness whereof, the Parties have caused this Consent Agreement to be duly executed as of the date set forth above.

 

Cameron Mitchell Restaurants, LLC     Ruth’s Chris Steak House, Inc.
By:  

 

    By:  

 

Name:  

 

    Name:  

 

Title:  

 

    Title:  

 

 


Execution Version

 

“Document G”

This excerpt taken from the RUTH 10-Q filed May 3, 2006.

CONSENT AGREEMENT

This Consent Agreement dated as of                     , 2006, is by and among Ruth’s Chris Steak House, Inc., a Delaware corporation (the “Company”), Thomas J. Moran, a person of the full age of majority and who is domiciled in Palm Beach County, Florida (“Mr. Moran”), and each of the following legal children of Mr. Moran and Lois Alice Burke Moran (“Ms. Moran”) namely, Erin Sue Moran Thrash, a person of the full age of majority and who is domiciled in Spicewood, Texas, Elizabeth Butterfield Moran Vance, a person of the full age of majority and who is domiciled in Bay City, Texas, Megan Kathleen Moran, a person of the full age of majority and who is domiciled in Cumming, Georgia, Kathleen Andrews Moran Jensen, a person of the full age of majority and who is domiciled in Alpharetta, Georgia and Burke Thomasson Moran, a person of the full age of majority and who is domiciled in Livingston, Montana (collectively, the “Moran Children”).

EXCERPTS ON THIS PAGE:

10-K
Jun 25, 2009
10-Q
May 3, 2006
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