USPB NUTRITION CAMPAIGN SIGNATURE REGULATIONS

Transcription

1 2012 USPB NUTRITION CAMPAIGN SIGNATURE REGULATIONS

2 SUNSET DATES TERMINATION OF USE OF EXISTING PRINTING PLATES THAT PRODUCE PACKAGING (BAGS/ CARTONS) NOT MEETING CURRENT PGUNS REGULATIONS Date: January 1, 2014 Description: By January 1, 2014, no new packaging will be printed using existing printing plates that do not meet current PGUNS Regulations. Control Point: packaging manufacturers have submitted all current packaging to the USPB. They understand that misuse of this termination date with non-compliant packaging will violate their license agreement, resulting in the inability to print any packaging containing the PGUNS marks. Variance: where the use of slugs to existing printing plates renders them compliant with PGUNS Regulations, this termination clause does not apply. TERMINATION OF USE OF EXISTING PACKAGING THAT DOES NOT MEET PGUNS REGULATIONS Date: June 30, 2014 Description: By June 30, 2014, all existing packaging that carries the PGUNS mark that is not in compliance with existing PGUNS Regulations must not be used for potato packaging. Variance Request: If this ruling puts Industry members in financial hardship, the Industry member may request a variance from the USPB. This requested variance must identify the bag with artwork, the quantity of the bag in inventory and the estimated time till inventory is depleted. The USPB will consider all requests and require annual inventory updates by June 30th annually.

3 Table of Contents 1 THE NUTRITION MESSAGE THE NUTRITION CAMPAIGN SIGNATURE (PGUNS) ADDITIONAL VERSIONS OF THE NUTRITION CAMPAIGN SIGNATURE AND SYMBOL RESPECTING THE NUTRITION CAMPAIGN SIGNATURE PALETTES GRAPHIC ELEMENTS THE NUTRITION CAMPAIGN SIGNATURE IN USE PROCESS FOR APPLICATION OF USE FOR MORE INFORMATION APPENDIX...22

4 1 THE NUTRITION MESSAGE Potatoes...Goodness Unearthed Section The Potatoes Goodness Unearthed nutritional signature (PGUNS) connects potato goodness with today s consumers. PGUNS is the culmination of in-depth consumer research by a leading New York City-based international agency to help consumers connect with the core nutrition message potatoes are good for you a message that creates a new attitude and gives consumers a new way to look at potatoes to which they have always related (potatoes are a healthy, nutritious, good tasting, nurturing food). PGUNS was created jointly by the Fresh Demand Working Group and the U.S. Potato Board (USPB) Domestic Marketing Committee and launched in December Consumer research validates that PGUNS is a nutritional message that makes potato products seem healthier and a better choice for consumers to serve to their families instead of rice and pasta. PGUNS reminds them of the natural, fresh equities of potatoes and that potatoes are good for them. Consumers tested stated that PGUNS causes them to choose potatoes more often and that PGUNS positively changes their image of potatoes makes them stop, think and reconsider potatoes. Consumers appreciate the additional information the campaign signature provides (nutritionals) and compares PGUNS to a seal of approval, giving them confidence to choose potatoes as a good for me and my family product. PGUNS represents potatoes in a fresh and modern way. It makes potatoes feel more modern and cool. When used on potato packaging (bags and cartons), PGUNS is intended to leverage the integrated communication platform and be a supporting nutritional message but never the dominant image on a bag or carton. These regulations and the licensing agreements for PGUNS usages will clearly instruct the industry on the proper role and uses of PGUNS as a nutritional message delivery tool. PGUNS has great value to the industry, but must be used properly following the regulations for use to maintain its integrity and maximize its effectiveness. All users of PGUNS are required to be licensed. The process for licensing and design approval is described in Section 8. A special grandfathering process for existing bags, cartons and bins has also been established in Section 8. (Applicable until June 1, 2012.) We have designed the process of approval and licensing to be fair, straightforward and simple. We want PGUNS to be used by the industry, but we also need to ensure its use meets these regulations. 1

5 2 THE NUTRITION CAMPAIGN IMAGES The Campaign Signature Section The Potatoes...Goodness Unearthed nutritional signature (PGUNS) is the legally trademarked visual representation of this campaign. Success can only be achieved via consistent, high-quality reproduction of the signature everywhere it appears. These regulations have been created to help you reproduce the Campaign Signature with care, precision, integrity and consistency. leaf graphic registered symbol THE CAMPAIGN SIGNATURE (WITH BENEFITS STATEMENT) Consisting of the wordmark, the leaf graphic, the registered symbol ( ) and the benefits statement. wordmark The Campaign Signature must be used in all consumer facing applications. The nutrition benefits statement included in PGUNS is a vital part of the message the potato industry wants to deliver to consumers potatoes are good for you. Including them in all consumer messages just makes sense, and it is a requirement for your design approval and licensing. benefits statement PGUNS should always appear in its entirety. Never delete, change, reconfigure or add to the contents of the benefits statement. THE CAMPAIGN NAME IN TEXT When referencing the campaign in text (e.g., memos, press releases, online, etc.) always refer to it by its proper name: Potatoes...Goodness Unearthed (with the inside of the quotation marks). Never use the Campaign Signature artwork within a block of copy. A registered symbol ( ) must always be applied to the first instance of the campaign name within a single document. 2

6 THE NUTRITION CAMPAIGN IMAGES The Campaign Symbol leaf graphic wordmark registered symbol THE CAMPAIGN SYMBOL (WITHOUT BENEFITS STATEMENT) Consisting of the wordmark, the leaf graphic and the registered symbol ( ). The Campaign Symbol can only be used on potato bags in combination with the nutrition facts panel. It can also be used for industry or trade communications and promotional items when reproduction of the full PGUNS is not optimal (i.e., size limitations). The Campaign Signature and Symbol should appear on a white field whenever possible. In the event a white background is not available, they may appear on a field of color no darker than the equivalent of 20% black. Always use the approved Campaign Signature and Symbol artwork that is most appropriate for your specific application. Use of the Campaign Signature or Campaign Symbol requires a License for Use from the USPB. Each design using PGUNS on potato products for sale and pointof-sale materials at retail and foodservice must be approved by USPB prior to production. See Sections 7 9 for proper use of PGUNS, application for use of PGUNS and USPB contacts for guidance. NOTE: The Potatoes...Goodness Unearthed Campaign Signature and Symbol are custom artwork whose layout and proportion have been specifically determined. It must never be re-created, typeset or altered in any way. Always reproduce the Campaign Signature and Symbol using the electronic artwork provided. 3

7 ADDITIONAL VERSIONS OF THE NUTRITION CAMPAIGN SIGNATURE AND SYMBOL Holding Device Section 3 CAMPAIGN SIGNATURE AND SYMBOL WITH HOLDING DEVICE If the selected background is too dark or busily patterned, the Campaign Signature and Symbol with a white rectangular or oval holding devices are available for use. Incorporation of this device fosters legibility and enables the Campaign Signature and Symbol to be used across a wide variety of applications. Both the Campaign Signature and Campaign Symbol are readily available with the holding device in place from the USPB PGUNS library. The proportion and color of this device must never be altered. Always use the electronic artwork provided. Width of the letter O determines the distance from the edge of the holding device. Width of the letter O determines the distance from the edge of the holding device. Rectangle holding device. Oval holding device. O and dotted line do not print example only. Background color darker than equivalent of 20% black. Background color darker than equivalent of 20% black. NOTE: USPB also has rectangular holding device with 90 angled corners for use in the PGUNS library. 4

8 ADDITIONAL VERSIONS OF THE NUTRITION CAMPAIGN SIGNATURE AND SYMBOL Alternate Options While the full-color Campaign Signature and Symbol should be used in most applications, alternate options are available for use in specific instances where the preferred Campaign Signature and Symbol is not optimal. Knockout Campaign Signature and Symbol For use only on dark backgrounds. Knockout Primary Campaign Signature in holding device. Black Campaign Signature and Symbol For black-only applications, such as newsprint and facsimile reproduction or when full-color reproduction is not feasible or complementary to rest of artwork. Black Campaign Signature Single-Color Reproduction Single-Color Reproduction If additional executions are required based on singlecolor printing (not black or white), permission must be requested on a case-by-case basis. 5 NOTE: Do not opt for an alternate Campaign Signature or Symbol when full-color reproduction is reasonable.

9 ADDITIONAL VERSIONS OF THE NUTRITION CAMPAIGN SIGNATURE AND SYMBOL Alternate Options Horizontal and Vertical Layouts This alternate version of the logo is for use when banner size constrains the readability of the Campaign Signature s nutrition benefits. The horizontal and vertical layouts show the use of the alternative logo on a small banner ad. Alternate Signature Full of Vitamins and Minerals 45% Daily Supply of Vitamin C Naturally Fat Free Full of Vitamins and Minerals 45% Daily Supply of Vitamin C Naturally Fat Free 6 Horizontal Layout 300 px X 250 px Vertical Layout 160 px X 600 px

10 ADDITIONAL VERSIONS OF THE NUTRITION CAMPAIGN SIGNATURE AND SYMBOL Alternate Options Pallet Bin Layout For a pallet bin, use to enhance the readability of the Campaign Signature s nutritional benefits statement. Pallet Bin Example 7

11 Additional Nutrition Benefit Statements USDA Approved When you have the opportunity to communicate more nutrition facts about fresh potatoes in addition to PGUNS, the following USDA-approved statements are for your use. We matched nutrition statements to leverage specific nutritional positionings for your use. The following maximize the platforms of: Weight Management Heart Health Potassium Content 8

12 RESPECTING THE NUTRITION CAMPAIGN SIGNATURE Clearspace, Minimum Size and Maximum Size for Retail Bags and Cartons Section 4 Clearspace: Campaign Signature Clearspace: Campaign Symbol Clearspace Sufficient clearspace is essential for proper presentation of the Campaign Signature and Symbol. This space isolates the Campaign Signature and Symbol from distracting graphic elements such as copy, photography or background patterns, giving it the prominence and impact it deserves. The minimum amount of clearspace around the Campaign Signature and Symbol is equivalent to the diameter of the letter O, as demonstrated to the left. Minimum Size In order to preserve the integrity of the Campaign Signature and Symbol, adherence to minimum size specifications is critical. Reproduction at sizes smaller than the prescribed minimum size inhibits legibility and impact. The Campaign Signature illustrated at the bottom left represents the smallest size at which it remains legible. The Campaign Signature must always appear 1-7/8 inches wide or larger (up to maximum size limitation) in order to maintain legibility and impact. The Campaign Symbol must always appear 3/4 inch wide or larger and must be used in combination with the nutrition facts panel /8" Minimum Size: Campaign Signature 3/4" Minimum Size: Campaign Symbol Never reproduce any Campaign Signature or Symbol smaller than its designated minimum size.

13 RESPECTING THE NUTRITION CAMPAIGN SIGNATURE Clearspace, Minimum Size and Maximum Size for Retail Bags and Cartons MAXIMUM SIZE FOR RETAIL BAGS AND CARTONS On retail bags and cartons, the Campaign Signature is meant to be used as a nutrition message to reinforce potatoes nutrition attributes. The PGUNS signature cannot be used as the dominant image on any bags and cartons. PGUNS may never appear larger than a state identifier on any bags or cartons. Larger is defined as measured by total square inches. This applies to images on the same side or same panel of a bag or carton. Without Holding Device 2.5" Maximum size for Campaign Signature on bags and cartons does not include the. Bag Size/Carton Size PGUNS Maximum Size 10 lbs or less 2.5 inches More than 10 lbs 3.5 inches 50 lb cartons 4 inches Shown here at 2.5", maximum size for 10 lbs or less bag/carton. With Holding Device If a holding device is used, the maximum width is measured from the outside edges of the holding device. Measurement of State Identifiers XX" Cutler Mason Farms of state XX" Measured by total square inches: XX" x XX". 1.95" 2.5" Shown here with holding device at 2.5", maximum size for 10 lbs or less bag/carton. Campaign Signature is only 1.95". 10

14 PALETTES Color and Typography Section 5 Color Palette Goodness Green PANTONE 376C C=53, M= 0, Y=96, K=0 R=122, G=184, B=0 Unearthed Brown PANTONE 469C C=21, M= 70, Y=92, K=70 R=96, G=53, B=29 Correct and consistent use of color and typography across all media is key in establishing recognition and maintaining the integrity of the campaign. USING COLOR The campaign s color palette has been selected to complement the message it delivers. The specified shades of goodness green and unearthed brown impart a clean, fresh and wholesome feel. If GCMI colors are being used, these colors are similar, but not an exact match to PMS colors. If GCMI is your only option, the following are the best matches: 11 Typography: GOTHAM LIGHT AaBbCcDdEeFfGgHh12345!@$&* GOTHAM BOOK AaBbCcDdEeFfGgHh12345!@$&* GOTHAM MEDIUM AaBbCcDdEeFfGgHh12345!@$&* GOTHAM BOLD AaBbCcDdEeFfGgHh12345!@$&* GOTHAM LIGHT ITALIC AaBbCcDdEeFfGgHh12345!@$&* GOTHAM BOOK ITALIC AaBbCcDdEeFfGgHh12345!@$&* GOTHAM MEDIUM ITALIC AaBbCcDdEeFfGgHh12345!@$&* GOTHAM BOLD ITALIC AaBbCcDdEeFfGgHh12345!@$&* GOODNESS GREEN = GCMI 2081 UNEARTHED BROWN = GCMI 52 USING TYPOGRAPHY The Gotham font family has been selected for its clean, modern and timeless feel, as well as its ability to be utilized across myriad applications. The varying weights of Gotham exhibited at left may be used for headlines, captions, callouts and text. Never substitute a similar-looking typeface for a licensed version of Gotham created by the esteemed type foundry Hoefler & Frere-Jones. NOTE: The colors shown throughout these regulations have not been evaluated by Pantone, Inc., for accuracy and may not match the PANTONE Color Standards. PANTONE is a registered mark of Pantone, Inc.

15 GRAPHIC ELEMENTS The Leaf Graphic and Rounded Rules Section 6 There are two additional graphic elements for use on campaign materials: the leaf graphic and the rounded rule. Careful use of these graphic elements, in conjunction with the Campaign Signature and Symbol, colors and typography, help to create a consistent and memorable look shared by all campaign materials. Use of these elements helps tie back to the Signature and Symbol and create a unified campaign feel. THE LEAF GRAPHIC While the leaf graphic may never be divorced from the Campaign Signature or Symbol, its elements may be repurposed separately for use as a graphic element, as illustrated on the left. Take care to never overuse this element a less is more approach should be observed. Leaf Graphic as a Supergraphic Leaf Graphic as a Pattern THE ROUNDED RULES Derived from the vertical rules in the benefits statement, rounded rules may be used as an additional, subtle design element. Green Leaf Graphic as a Standalone Element Brown Leaf Graphic as a Standalone Element The Rounded Rule 12

16 THE NUTRITION CAMPAIGN SIGNATURE IN USE Correct and Incorrect Application Examples Section 7 Correct Tastes Great, Good For You Naturally Fat Free Full of Vitamins and Minerals Never stretch, distort, disproportionately scale or skew the campaign signature. Never alter the size, color, position or contents of the benefits statement outside of the alternate versions in Section 3. The exhibits on the following pages demonstrate varied ways in which the nutrition campaign signature, palettes and graphic elements should and should not be used. The success of the campaign relies on consistent and careful usage of these elements. Be sure to respect the integrity of the signature when used on backgrounds or alongside other graphics and logos. Always adhere to all the rules outlined in this guideline when creating campaign communications of any kind. If any questions arise during the design process, never hesitate to ask for guidance with using the campaign signature correctly. Incorrect DELICIOUS Never attach text or graphics of any kind to the campaign signature. Never use unapproved colors or recolor elements within the campaign signature. (See Section 3 for acceptable single-color uses.) 13 Never place the Campaign Signature on a background that inhibits legibility.

17 THE NUTRITION CAMPAIGN SIGNATURE IN USE Correct and Incorrect Application Examples Packaging: Front of Package Packaging: Front of Package Packaging: Front of Package Correct Incorrect Use PGUNS as a supporting element of packaging graphics to communicate the nutritional benefits of potatoes. Don t use PGUNS as the dominant image of packaging graphics. Don t use PGUNS on packaging without including the supporting nutritional statements. Correct Packaging: Back of Package Packaging: Back of Package Packaging: Back of Package Don t use the PGUNS symbol without supporting nutritional statements when it is not in combination with nutrition facts panel. Use of the PGUNS symbol without supporting nutritional statements is allowable only when used in combination with nutrition facts panel. Incorrect These exhibits demonstrate varied ways in which the Campaign Signature and Symbol, palettes and graphic elements should and should not be used. 14

18 THE NUTRITION CAMPAIGN SIGNATURE IN USE Correct Application Examples Use PGUNS on in-store materials to convey the nutritional benefits of potatoes. In-Store Materials Hanging Sign Iron Man Sign Iron Man Sign Recipe Card/Tear Pad Always adhere to all the rules outlined in this guideline when creating campaign communications of any kind. 15

19 THE NUTRITION CAMPAIGN SIGNATURE IN USE Correct Application Examples Use PGUNS in websites and digital communications to call out the nutritional benefits of potatoes. Digital Materials Website Online Banner Ad 300 px X 600 px Newsletter Online Banner Ad 300 px X 250 px Signature Block Name Title Company Name XXX-XXX-XXXX (direct) / XXX-XXX-XXXX (main) / xxx-xxx-xxxx (efax) 16

20 THE NUTRITION CAMPAIGN SIGNATURE IN USE Correct and Incorrect Co-Marketing Application Examples The exhibits on this page demonstrate varied ways in which the campaign signature should and should not be used in a co-marketing environment. Pay particular attention to the visual proportion of the campaign signature as it relates to partner logos in these situations. It is especially important to carefully observe all the rules outlined in this guideline when creating co-marketing communications of any kind. If any questions arise during the design process, never hesitate to ask for guidance with using the Campaign Signature correctly. Shopping Bag Pallet Bin In-Store Material Incorrect Correct Never place other graphics or logos within the Signature s clearspace. Never permit the other logos to lockup or compete with the Campaign Signature. 17

21 PROCESS FOR APPLICATION OF USE PGUNS Use License and Design Approval Section 8 Regulations for the use of Potatoes...Goodness Unearthed Nutritional Signature (PGUNS) are a two-step process: 1. Obtain a PGUNS License for Use 2. Obtain Design Approval Certificate Regulations are applicable to both growers/shippers and package manufacturers. License to Use: Regulations require that each grower and shipper who wants to use PGUNS and each package manufacturer who will produce packaging with PGUNS in the design must obtain a License to use PGUNS from the USPB. Applicant shall submit a signed License application (separate Licenses for grower/shipper and manufacturer) using forms available on the UPSB website (www. uspotatoes.com) or by request to the USPB. The License is good for one year or until June 30 of each year. The grower/ shipper license will automatically renew for the next year as long as the Licensee remains in compliance with all the terms of the License. Manufacturers must successfully complete the reporting requirements and remain in compliance with all other terms of the License to be renewed for the next year. License Agreement General A General License Agreement is available for anyone who is not a grower, shipper or a packaging manufacturer who wishes to use the Campaign Signature or Symbol in their design. This license is good for one year or until June 30 of each year. Design Approval Certificate: Each design using PGUNS on potato products for sale and pointof-sale materials at retail and foodservice must be approved for use by the USPB prior to production of those materials. Applicant shall electronically submit, via , their application and proposed design(s) in which they are incorporating PGUNS and are seeking a Design Approval to the USPB at: david.fairbourn@uspotatoes.com. Application forms are available on the UPSB website ( or by request. These designs will be reviewed by the USPB and by the Trademark Review Committee. Within 10 business days (guaranteed) from receipt by USPB, an approval or denial of the application will be issued. If application is denied, the applicant will be informed of the reasons for denial and may resubmit a revised design for approval. Approved designs may go into production immediately. POTATOES GOODNESS UNEARTHED CERTIFICATE OF CREATIVE APPROVAL < INSERT APPROVED DESIGN IMAGE HERE > Date of Approval Signature CERTIFICATE # 18

22 PROCESS FOR APPLICATION OF USE PGUNS Use License and Design Approval Becoming licensed to use PGUNS and getting your designs approved is a simple process for its applicants. This process allows the USPB to protect its trademark while guiding the industry on its proper use. Application Process Grower/Shipper Grower/Shipper Annual Automatic Renewal 10 business days 5 days Submit Application for PGUN Use License USPB Approved Submit Design Approval Request Preview by USPB Staff Approved Trademark Committee Review Approved USPB Certificate of Design Approval Packaging Manufacturer Annual Renewal Required Packaging Manufacturer Denied Return to Applicant with Reasons for Denial Denied Return to Applicant with Reasons for Denial Revisions Made Resubmit Revisions Made Resubmit 19

23 PROCESS FOR APPLICATION OF USE PGUNS Use License and Design Approval Grandfathering Process: Packaging and Pallet Bin Uses of PGUNS in Existence Prior to Adoption of These Regulations All current bag, carton and bin uses of PGUNS in existence prior to the adoption of these new Regulations that conform to the original Guidelines will be eligible to be granted a grandfathered Design Approval, provided they do not use PGUNS as a dominant image. 1. USPB staff shall notify PGUNS users of such grandfathered eligibility and require that applicants sign a License Agreement and submit it to the USPB. 2. The USPB will officially certify applicant s License and grandfathered Design Approval. 3. PGUNS License for Use shall expire June 30 each year, but will be automatically renewed for the next year if the Licensee remains in compliance with all terms of their License. 4. All existing uses of PGUNS on bags, cartons and bins that are granted grandfathered status will be required to be replaced with designs that conform to the PGUNS regulations in place at the time when either the design is revised for any reason or the current set of printing plates requires replacement. The result will be through normal design revisions and/or printing plate replacement all uses of PGUNS will comply with these new regulations. 5. All new designs and printing materials (printing plates, dies, etc.) to be produced must meet all current regulations and have a current design approval. NOTE: All previously accepted uses of PGUNS under the prior guidelines may be submitted for grandfathered approval and design certification if submitted by June 1,

24 9 FOR MORE INFORMATION Creative Review and Contact Directory Section Creative Review Each design for the use of PGUNS on potato products for sale and point-of-sale materials at Retail and Foodservice must be approved for use by the USPB prior to production. CAMPAIGN SIGNATURE PRIMARY CONTACT David Fairbourn Manager, Industry Communications & Policy United States Potato Board 7555 East Hampden Avenue, Suite 412 Denver, CO Direct Dial: (303) Mobile: (720) Fax: (303) Contact David for: Design Regulations Campaign Signature Artwork Usage Questions Review of Proposed Materials Using the Campaign Signature All General Campaign Signature Questions Licensing Forms Design Application Form Tim O Connor President & CEO United States Potato Board 7555 East Hampden Avenue, Suite 412 Denver, CO Direct Dial: (303) Fax: (303) toconnor@uspotatoes.com Kathleen Triou Vice President, Domestic Marketing United States Potato Board 7555 East Hampden Avenue, Suite 412 Denver, CO Direct Dial: (303) Fax: (303) ktriou@uspotatoes.com David Fraser Vice President, Industry Communications & Policy United States Potato Board 7555 East Hampden Avenue, Suite 412 Denver, CO Direct Dial: (720) Fax: (303) david.fraser@uspotatoes.com 21

25 APPENDIX Process for Application of Use Details Section 10 Exhibit A PROCESS FOR APPLICATION OF USE OF PGUNS PGUNS Use License & Design Approval The regulations for the use of Potatoes...Goodness Unearthed Nutritional Signature (PGUNS) require that each grower and shipper who wants to use PGUNS and each package manufacturer who will produce packaging with PGUNS in the design must obtain a License to use PGUNS from the USPB. Additionally, each design for the use of PGUNS on potato products for sale and point-of-sale materials at retail and foodservice must be approved for use by the USPB prior to production. Becoming licensed and getting your designs approved is a simple process. LICENSE AGREEMENT MANUFACTURER To be granted a one (1)-year license to manufacture bags, cartons, pallet bins and other potato packaging using PGUNS, applicants must sign the License Agreement and abide by the terms of the Agreement. 1. Applicant shall submit a signed License Agreement Manufacturer form to the USPB. Forms are available on the UPSB website ( or by request. 2. The USPB will officially certify applicant s PGUNS License Agreement and return a certified copy within three (3) business days of date-stamped receipt of applicant s signed PGUNS License Agreement. 3. PGUNS License Agreement Manufacturer shall expire June 30 each year. Upon satisfactorily completing the reporting requirements and compliance with all other terms of the License Agreement the manufacturer s License will be renewed for the next year. 4. USPB will keep a detailed record of all License Agreements and monitor compliance with the terms of the License. LICENSE AGREEMENT GROWER/PACKER/SHIPPER To be granted a one (1)-year License to use PGUNS, growers, packers and shippers must sign the License Agreement and abide by the terms of the Agreement. 1. Applicant shall submit a signed License Agreement Grower/Packer/Shipper form to the USPB. Forms are available on the UPSB website ( or by request. 2. The USPB will officially certify applicant s PGUNS License Agreement and return a certified copy within three (3) business days of date-stamped receipt of applicant s signed PGUNS License. 3. PGUNS License Agreement Grower/Packer/Shipper shall expire June 30 each year, but will be automatically renewed for the next year if the Licensee remains in compliance with all terms of the License. 4. USPB will keep a detailed record of all License Agreements and monitor compliance with the terms of the License. LICENSE AGREEMENT GENERAL For anyone that is not a grower, shipper or a packaging manufacturer, to be granted a one (1)-year License to use PGUNS, the company must sign the License Agreement and abide by the terms of the Agreement. 1. Applicant shall submit a signed License Agreement-General form to the USPB. Forms are available on the USPB website ( or by request. 2. The USPB will officially certify applicant s PGUNS License Agreement and return a certified copy with three (3) business days of date-stamped receipt of applicant s signed PGUNS license. 22

26 APPENDIX Process for Application of Use Details 23 3) PGUNS License Agreement General shall expire June 30 each year, but will be automatically renewed for the next year if the License remains in compliance with all terms of the License. 4) USPB will keep a detailed record of all License Agreements and monitor compliance with the terms of the License. DESIGN APPROVAL Applicant shall electronically submit, via , their application and proposed design(s) in which they are incorporating PGUNS and are seeking a Design Approval to the USPB at: david.fairbourn@uspotatoes.com application forms are available on the UPSB website ( or by request. All applications must provide electronic copies of the actual design and the information as to which company will manufacture the packaging or signage for the design. 1. In the interest of expediency and assisting the applicant, USPB staff will preview the design(s). If the design(s) appear(s) to meet all the criteria included in the PGUNS Regulations to be granted a Design Approval, USPB staff will forward the applicant s submission package onto the Trademark Review Committee within three (3) business days from the date stamp of the electronic submission. If the design(s) appear(s) to NOT meet all the criteria included in the PGUNS Regulations to be granted a Design Approval, USPB staff will notify the applicant within three (3) business days from the date stamp of the electronic submission and advise the applicant of the nonconformity in the design(s). Once applicant has corrected the nonconformity USPB staff will forward the applicant s submission package onto the Trademark Review Committee within three (3) business days from the date stamp of the revised electronic submission. 2. USPB staff will the Design Approval Checklist, along with the applicant s complete submission package, to all Committee Members within three (3) business days from the date stamp of the original or revised electronic submission, whichever is applicable. Using the Design Approval Checklist, Committee Members will individually answer the following questions as outlined in the PGUNS Regulations and send their review results by to the USPB within five (5) business days of receipt of the design submission: Does the proposed usage of PGUNS meet all Minimum and Maximum Size Requirements? Does the proposed usage of PGUNS meet the requirements of NOT being the Dominant Element in the proposed design and is positioned on the design such that it CANNOT be perceived or construed as the Dominant Element in the proposed design, defined as size and placement? Follows all regulations with respect to, and including, but not limited to, clearspace, color, proportions, etc. 3. Trademark Review Committee design approval/disapproval will be by Simple Majority (six [6] votes of the eleven [11] Committee Members). 4. Design review timeline guarantee: Approval or denial will be issued to applicant within ten (10) business days from the date stamp of the original or revised electronic submission, whichever is applicable. 5. Upon completion of the Trademark Review Committee s evaluation of the Design Application the applicant will be notified by the USPB if the design has been approved or denied. If approved, a certificate of approval for the design will be issued and production of the design as approved may begin. If denied, the

27 APPENDIX Process for Application of Use Details 24 applicant will be informed of the reasons for denial and may resubmit a revised design for approval. 6. All PGUNS Design Approval submissions and responses shall be conducted electronically via , Read Receipt Requested. 7. USPB will keep a detailed record of all Design applications and their approval status. USPB TRADEMARK REVIEW COMMITTEE The Trademark Review Committee (hereinafter Committee ) is an advisory committee to the USPB charged to serve as the point of review for all designs for the use of PGUNS on potato products for sale and point-of-sale materials at retail and foodservice. As the registered trademark holder, the USPB retains final approval authority for all requested uses of PGUNS. The Committee consists of U.S. potato growers only, duly elected by the members of the Full Board of the USPB during the six (6) regional caucus meetings of the USPB, held during the USPB Annual Meeting each March. The Committee is made up of eleven (11) members as follows: Four (4) from Idaho Two (2) from Washington and Oregon combined One (1) each from the five (5) remaining caucuses: Northeast Southeast North Central South Central Southwest Members of the Committee will serve a three (3)-year term, with approximately one-third of the Committee membership turning over each year. At its first meeting following its official formation at the 2012 USPB Annual Meeting, the USPB Chairman will assign term lengths, with three (3) members expiring after one year, four (4) members expiring after two years and four (4) members expiring after the third year; however, at most, only two positions from the same state will expire in any given year. Expiring members can either be reappointed or be replaced by the members of the Full Board of the USPB during the six (6) regional caucus meetings of the USPB, held during the USPB Annual Meeting each March and according to the committee membership distribution described in the preceding paragraph. Understanding the competitiveness within the U.S. potato industry, upon their election to the Committee, all members will sign a confidentiality statement clearly stating the Committee s review of submitted design materials, their knowledge of the proposed usage of PGUNS by an applicant, and all materials and designs, electronic, physical and otherwise, remain the confidential knowledge of the Committee and the USPB and may not be disclosed by the Committee Member to any person(s) or party(ies) outside the Committee or the USPB. Any Committee Member found to be in violation of their signed confidentiality agreement will immediately be removed from the Committee.

28 APPENDIX Process for Application of Use Details TRADEMARK COMMITTEE MEMBER APPEALS PROCESS 1. If a Simple Majority (six [6] votes of the eleven [11] Committee Members) is not reached, then the disapproving Committee Member(s) must clearly articulate their problem(s) with the proposed design(s) and suggest the change(s) applicant must make for the design to be approved on re-submittal. 2. Independent Legal Challenge: Each member of the Committee shall be granted one (1) challenge for legal review per year for a subject that has not been challenged previously in the history of the Committee. All decisions from the legal review process will be recorded and establish precedence on that subject, thereby providing clear guidance on any future review of the same matter. 3. A trademark attorney designated by the USPB will review all challenges from the Committee and determine if the challenge to the proposed design is upheld or denied based on PGUNS Regulations and trademark law. The trademark attorney s decision on a challenge will be final and the USPB will issue an approval or denial of the proposed design based on the outcome of the challenge. 25

29 APPENDIX Process for Application of Use Details WHAT TO EXPECT ONCE APPLICATION IS APPROVED PGUNS Design Approval 1. Immediately upon approval the USPB will notify applicant, via , of their Design Approval and a certificate of approval for the design will be issued. Upon receiving the certificate of approval, applicant may immediately begin production of printing materials (printing plates, dies, etc.) using approved PGUNS design. 2. A copy of the Design Approval will be sent to all the parties involved in the design process; grower, and/or shipper and designated manufacturer. Bag and carton manufacturers must have an approved copy of the shipper s Design Approval Certificate on file BEFORE manufacturing can begin. 3. If applicant intends to make CHANGES to previously approved design, applicant must make application for the new design, following all steps in the PGUNS Design Approval above. 4. Unapproved designs cannot be produced. The USPB will pursue all steps in the NON-COMPLIANCE/ENFORCEMENT section of this document against anyone who uses PGUNS in an unapproved manner. USPB Approved Changes to PGUNS Usage Regulations/ Licensing Process 1. The USPB reserves the right to change, amend or otherwise modify at anytime and at its discretion the Potatoes Goodness Unearthed Nutritional Signature itself and/ or the Usage Regulations and/or the Licensing and Design Approval process described herein. 2. The USPB must give notice by April 1 (sixty [60] days notice prior to July 1 License renewal date) each year to all current Design and License holders of any changes to these regulations. 3. Once notified by the USPB of changes, all current Design and License holders may be required to adjust their design(s) to meet with the new changes to the regulations by July 1 before new packaging may be made. 4. All new printing materials (printing plates, dies, etc.) to be produced must meet all current regulations and have a current Design Approval for the design. 26

30 APPENDIX Process for Application of Use Details NON-COMPLIANCE/ENFORCEMENT If a grower, shipper or manufacturer is found to be using a design that includes PGUNS that has not been approved by the USPB, the USPB shall take the following steps: 1. Immediately issue a Cease & Desist Order to the design holder and manufacturer. 2. Upon receipt of the Cease & Desist Order, the design holder shall have thirty (30) days to: Notify the USPB with their intent to comply with Cease & Desist Order, provide satisfactory verification all nonconforming materials have been discontinued and disposed of in a manner acceptable to the USPB. Modify their nonconforming design in accordance with the PGUNS Usage Regulations and submit the modified design to the USPB for approval, following all steps in the PGUNS Design Approval process. 3. Failure by a grower, shipper or manufacturer design holder to comply within thirty (30) days of date-stamped receipt of the Cease Desist Order shall result in the USPB revoking the design holder s License to use PGUNS, if the design holder has a license, along with pursuing any and all necessary legal action at the USPB s disposal against the design holder and manufacturer to immediately remove the unapproved design from manufacture and use. 27

31 28 GRANDFATHERING PACKAGING & BINS USES OF PGUNS IN EXISTENCE PRIOR TO ADOPTION OF THESE NEW USAGE REGULATIONS All current bag, carton and bin uses of PGUNS, in existence prior to the adoption of the new PGUNS Usage Regulations in 2011, that conform to the original Guidelines and new Regulations, will be eligible to be granted a grandfathered Design Approval, provided they do not use PGUNS in a dominant manner. 1. USPB staff shall notify the industry of such grandfathered eligibility and the process to apply for a PGUNS License Agreement and Design Approval. To receive a grandfathered approval of existing uses of PGUNS design holders must request a License Agreement, sign and return the Agreement to the USPB and submit their existing design for grandfathered design approval. 2. The USPB will officially certify applicant s License Agreement and grandfathered Design Approval and return a certified copy of applicant s signed License Agreement and certificate of design approval. License Agreements shall expire June 30 each year, but will automatically be renewed for the next year if the Licensee remains in compliance with all terms of the License. 3. All existing uses of PGUNS on bags, cartons and bins that are granted grandfathered status will be required to be replaced with designs that conform to the PGUNS regulations in place at the time when either the design is revised for any reason or the current set of printing plates requires replacement. The result will be through normal design revisions and/or printing plate replacement all uses of PGUNS will comply with these new regulations. 4. All new printing materials (printing plates, dies, etc.) to be produced must meet all current regulations and have a current Design Approval. APPENDIX Process for Application of Use Details NOTE: All previously accepted uses of PGUNS under the prior guidelines may be submitted for grandfathered approval and design certification if submitted by June 1, Exhibit B License Agreement Grower/Packer/Shipper Exhibit C License Agreement Manufacturer Exhibit D License Agreement General Exhibit E PGUNS Design Application Form Exhibit F Certificate of Creative Approval CERTIFICATE # POTATOES GOODNESS UNEARTHED CERTIFICATE OF CREATIVE APPROVAL < INSERT APPROVED DESIGN IMAGE HERE > Date of Approval Signature Page 2 of 4 7. Nothing in this Agreement shall prohibit the sale of packaging and/or containers on which PGUNS have been completely obliterated by Licensee. 8. In the event of termination or expiration as specified in Section 6, subject to the provisions of Section 3, Licensee may sell to packers, repackers and/or processors on the list of Licensees, provided by Licensor in accordance with the provisions of Section 3, so much of its inventory of packaging and/or containers bearing either or both marks that is on hand at the time of such termination or expiration that is not in excess of the average amount of such inventory during the six (6) months immediately preceding the date of termination. Provided, however, that Licensee must: (a) notify Licensor in writing that it intends to dispose of such inventory ten (10) days prior to such intended action; (b)dispose of such packaging and/or containers only to persons legally entitled to use such packaging and/or containers; (c) agrees in writing to continuation of such provisions within this Agreement as are necessary to insure compliance with this Agreement; and (d) may only dispose of inventory that is not in violation of the Revised Regulations. Inventory in excess of such amount may only be disposed of after obliteration of PGUNS. 9. Licensor expressly reserves the sole and exclusive ownership of PGUNS herein. Licensee agrees not to use PGUNS or any combination thereof, with or without any other word or words, as part of its corporate name, or for the purpose of advertising its business. On the termination or expiration of this Agreement, or on the request of Licensor, Licensee shall immediately and completely discontinue all use of PGUNS. 10. The parties expressly agree that Licensee shall not have any right, title or interest in PGUNS described herein except only the right to use PGUNS in connection with the activities of Licensee described herein. Nothing contained in this Agreement shall be construed to grant or assign to Licensee any additional right, title or interest in PGUNS except such limited right to use PGUNS. 11. No failure of Licensor to exercise any power given to it hereunder or to insist upon strict compliance by Licensee with any obligation hereunder shall constitute a waiver of Licensor s rights to demand exact compliance with the terms hereof. 12. Licensee agrees that PGUNS are valid, registered association marks, owned by Licensor and that Licensor has the sole right, subject to such licenses as may have been granted, to control the use of PGUNS. Licensee agrees that any use of PGUNS it has made in the past or will make in the future will not create in Licensee any right, title or interest in or to PGUNS, but such uses shall insure to the benefit of Licensor. 13. This Agreement is not assignable, and Licensee shall have no right to grant sub-licenses hereunder. Any attempt to assign or grant sub-licenses will be a violation of this Agreement. 14. This Agreement is deemed to have been made in the state of -Colorado as part of the transaction of business by Licensee in said state. Licensee agrees to submit to the jurisdiction and venue of the U.S. District Court for the District of Colorado if Licensor chooses to bring any suit or action in such Court against Licensee for infringement of PGUNS, or enforcement or breach of the terms of this Agreement, and Licensee further agrees that the laws of the state of Colorado shall control the construction, interpretation and legal effect of this Agreement. Should Licensee institute suit against Licensor for any matter related to this Agreement, Licensee agrees that venue for such action shall be in or transferred to the U.S. District Court for the District of Colorado. Licensee agrees to submit to the administrative jurisdiction of the U.S. Potato Board. Should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination hereof, Licensor s rules or Licensor s marks, this provision regarding jurisdiction and venue shall apply. 15. Licensee agrees that in the event that Licensor brings any administrative proceeding, suit, or action to enforce the terms of this Agreement, to prosecute a violation of this Agreement or Licensor s statutes or rules, to enjoin Licensee from an infringement of PGUNS, or from other violations of this Agreement or Licensor s statutes or rules, or to recover damages for breach of such Agreement or for such infringement or other violations, or, should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination of the License, Licensor s rules or Licensor s marks, that Licensor, in addition to any relief awarded administratively or by the Court, shall be entitled to its reasonable attorney fees and costs, including attorney fees and costs on appeal, if Licensor prevails. As used in this paragraph, this Agreement includes all terms of this Agreement during the period of the License and all terms that survive the period of the License. 16. Licensee agrees to indemnify and hold Licensor harmless against any suit, cost or damages that may be imposed on Licensor as a result of any proceedings instituted by any third party against Licensor arising out of any activities of Licensee pursuant to this Agreement. 17. Licensee is required to keep all records required by Licensor s statute and rules, make in complete detail the reports required by Licensor, comply with audits and inspections requested by Licensor, provide representative samples of packaging and/or containers requested by Licensor or its duly authorized agent, and to use to its best efforts at all times to ensure that PGUNS are correctly used and protected from infringement. Page 1 of 4 LICENSE AGREEMENT-MANUFACTURER (Packaging and/or Containers) THIS AGREEMENT, made this day of, 20, by and between the National Potato Promotion Board DBA United States Potato Board, a statutorily created instrumentality of the United States Department of Agriculture, hereinafter called Licensor, and, hereinafter called Licensee; WHEREAS, Licensor has caused to be registered POTATOES GOODNESS UNEARTHED Nutritional Signature as association service marks (hereinafter referred to as PGUNS ) with the Commissioner of Patents and Trademarks of the United States of America under registration numbers 3,604,229 and 3,737,512; PGUNS are attached as Exhibit A and incorporated by reference herein; and WHEREAS, Licensee is a manufacturer of packaging and/or containers used by potato packers and growers and desires permission to use PGUNS on such packaging and/or containers. NOW, THEREFORE, in consideration of the mutual covenants and agreements to be kept and performed as hereinafter recited, it is agreed as follows: 1. The term of this Agreement shall be from the initial date of execution of this Agreement as set forth above to July 1 of each year, subject to renewal by mutual agreement, except as the terms of this Agreement provide that certain covenants shall continue to remain in force after July 1 of each year. 2. Licensor, subject to the terms and conditions herein stated, hereby grants to Licensee a nonexclusive, royalty-free right to reproduce PGUNS on packaging and/or containers manufactured by it for use by packers and repackers of potatoes, processors of potatoes, and for no other uses. 3. Licensee agrees to distribute packaging and/or containers manufactured by it and containing PGUNS only to packers, repackers and processors who have current, valid association mark license agreements with Licensor. Licensee shall obtain the names of packers, repackers and processors who have current valid agreements by requesting the same from Licensor. All uses of PGUNS must be submitted in advance to Licensor for approval. Once approval is obtained for a specific design on packaging and/or containers, the design approval certificate must be kept on file and no further approval is necessary other than the report as required under Paragraph 4. All previously accepted uses under the prior Guidelines may be submitted for grandfathered approval and design certification if submitted by December 31, All new designs must be approved in advance by Licensor. Licensee agrees that any violation of the terms of this Agreement shall be grounds for immediate termination of this license and that in such event it will be subject to the sanctions for infringement of PGUNS hereinafter stated. 4. To ensure compliance with the terms of this Agreement, Licensee agrees to deliver a compliance report as specified by the Licensor on or before May 1 of each year, showing the names of each packer, repacker and/or processor that were furnished packaging and/or containers bearing the aforementioned marks together with the quantity furnished, identified by type of packaging and/or containers provided to each packer, repacker and/or processor. Licensee agrees to preserve all records for a minimum period of three (3) years. Licensee agrees that Licensor s authorized representative may inspect and audit its records pertaining to the manufacture and distribution of the packaging and/or containers using said marks and that it may inspect that portion of Licensee s plant and operation used in the manufacture of such packaging and/or containers at any reasonable time. 5. Licensee agrees to display the symbol with every use of PGUNS. Licensee agrees in the manufacture of all packaging and/or containers to comply with the Revised Regulations of Licensor. Licensee acknowledges receipt of a copy of the Revised Regulations attached as Exhibit B and incorporated by reference herein. 6. This Agreement may be terminated by the Licensee on thirty (30) days written notice, provided Licensee is not in default under this Agreement. This Agreement may be terminated by the Licensor giving Licensee written notice of such termination and shall be considered to have occurred when Licensor gives Licensee notice by mail of such termination. Termination shall be deemed to have been given when notice in writing has been deposited in the United States mail in a sealed envelope with postage thereon prepaid and certified, addressed to Licensee at the address set forth at the end of this Agreement, or to such other address as Licensee may give Licensor in writing. Upon such termination, whether by expiration, mutual consent or otherwise, then all rights and privileges herein granted to Licensee shall cease and terminate, and Licensee shall immediately cease the use of PGUNS in any manner whatsoever except as otherwise stated in paragraph 7. It is expressly provided, however, that any administrative action, any cause of action for infringement of PGUNS or for violation of this Agreement that Licensor may have against Licensee shall survive the termination of this Agreement, including the right to reasonable attorney fees and costs. Page 2 of 4 violation of this Agreement that Licensor may have against Licensee, shall survive the termination or nonrenewal of this Agreement, including the right to reasonable attorney fees and costs. 9. No failure of Licensor to exercise any power given to it hereunder or to insist upon strict compliance by Licensee with any obligation hereunder shall constitute a waiver of Licensor s rights to demand exact compliance with the terms hereof. 10. Licensee consents to jurisdiction in the District Court of the Tenth Judicial District of Denver County of the state of Colorado for any and all proceedings brought by Licensor relative to the enforcement or revocation of this license or Licensor s Revised Regulations. Should Licensee institute suit against Licensor for any matter related to this Agreement, Licensee agrees that venue for such action shall be in or transferred to the District Court of the Tenth Judicial District of Denver County of the state of Colorado. Licensee agrees to submit to the administrative jurisdiction of the United States Potato Board for any and all purposes permitted by this Agreement or law. Should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination hereof, Licensor s Revised Regulations or PGUNS, this provision regarding jurisdiction and venue shall apply. 11. Licensee agrees that in the event that Licensor brings any administrative proceeding, suit, or action to enforce the terms of this Agreement, to prosecute a violation of this Agreement or Licensor s statutes or rules, to enjoin Licensee from an infringement of PGUNS, or from other violations of this Agreement or Licensor s statutes or rules, or to recover damages for breach of such Agreement or for such infringement or other violations, or, should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination of the License, Licensor s Revised Regulations or PGUNS, that Licensor, in addition to any relief awarded administratively or by the Court, shall be entitled to its reasonable attorney fees and costs, including attorney fees and costs on appeal, if Licensor prevails. As used in this paragraph, this Agreement includes all terms of this Agreement during the period of the License and all terms that survive the period of the License. 12. Licensee agrees that PGUNS shown below are valid registered association marks owned by Licensor and the Licensor has the sole right therein subject to such licenses as may have been granted to control the use of PGUNS. Licensee agrees that use of PGUNS it has made in the past or will make in the future will not create in Licensee any right, title or interest in or to PGUNS, but such use will inure to the benefit of Licensor. 13. Licensee recognizes the great value of the goodwill associated with PGUNS, and acknowledges that the marks and all rights therein and goodwill pertaining thereto belong exclusively to Licensor, and that PGUNS has a secondary meaning in the mind of the public. 14. Licensee agrees that it will not during the term of this Agreement, or at any time thereafter, attack the title or any rights of Licensor in and to PGUNS or attack the validity of this license. Licensee hereby agrees to indemnify and hold Licensor harmless against any losses incurred through claims of third persons against the Licensee involving the packing, marketing or sale of the Licensee s goods. Licensee further agrees to indemnify and hold Licensor harmless against any suit, cost or damages that may be imposed on the Licensor as a result of any proceedings instituted by any third party against Licensor arising out of any activities of Licensee pursuant to this Agreement. 15. Upon termination or nonrenewal of this Agreement, Licensee shall cease all uses of PGUNS, at Licensee s sole expense. 16. Licensee may use PGUNS on its letterheads, business cards, website, and other business printed or non printed material as well as in advertising. Licensee agrees to comply with all the applicable terms and conditions of the rules promulgated by Licensor. Licensee is aware of the fact that Licensor has the power and authority to revise the rules when necessary and Licensee agrees to comply with said revisions. Failure to comply with the provisions of this paragraph will be considered a violation of this Agreement. 17. Licensee will immediately provide to Licensor the name and address of any entity, whether it be a Licensee or non-licensee, that engages in the mislabeling or the use of PGUNS association marks by any non-licensee and/or the use of PGUNS by any entity in any manner not in compliance with the rules whenever and wherever Licensee reasonably believes that such activity is being carried on. This duty is also applicable to Licensee itself. 18. Licensee is required to keep all records required by Licensor s statute and rules, make in complete detail the reports required by Licensor, comply with audits and inspections requested by Licensor, provide representative samples of containers and potatoes requested by Licensor or its duly authorized agent, and to use to its best efforts at all times to ensure that PGUNS is correctly used and protected from infringement. 19. Licensor expressly reserves all rights other than those specifically granted herein. Page 1 of 4 LICENSE AGREEMENT-GENERAL THIS AGREEMENT, made this day of, 20, by and between the National Potato Promotion Board DBA United States Potato Board, a statutorily created instrumentality of the United States Department of Agriculture, hereinafter called Licensor, and, hereinafter called Licensee; WHEREAS, Licensor has caused to be registered POTATOES GOODNESS UNEARTHED Nutritional Signature as association service marks (hereinafter referred to as PGUNS ) with the Commissioner of Patents and Trademarks of the United States of America under registration numbers 3,604,229 and 3,737,512; PGUNS are attached as Exhibit A and incorporated by reference herein; and WHEREAS, Licensee is a and desires to use PGUNS in connection with. NOW, THEREFORE, in consideration of the mutual covenants and agreements to be kept and performed as hereinafter recited, it is agreed as follows: 1. The term of this Agreement shall be from the initial date of execution of this Agreement as set forth above to July 1 of each year, subject to renewal by mutual agreement, except as the terms of this Agreement provide that certain covenants shall continue to remain in force after July 1 of each year. 2. Licensor hereby grants to Licensee a nonexclusive, royalty- free right to use PGUNS in connection with the marketing and sale of potatoes and potato products as provided above. Licensor grants this license as owner of PGUNS in its propriety capacity. 3. All uses of PGUNS must be submitted in advance to Licensor for approval. Once approval is obtained for a specific design, the design approval certificate must be kept on file by the Licensee and no further approval is necessary. All previously accepted uses of PGUNS under the prior Guidelines may be submitted for grandfathered approval and design certification if submitted by June 1, All new designs must be approved in advance by Licensor. Licensee agrees that any violation of the terms of this Agreement shall be grounds for immediate termination of this license and that in such event it will be subject to the sanctions for infringement of PGUNS hereinafter stated. Licensee agrees to display the symbol with every use of PGUNS. 4. Before Licensee commences any use of PGUNS, it shall send a sample of such use to Licensor so Licensor can determine whether PGUNS is being used in a manner that complies with this Agreement. A copy of all documents that advertise or promote in any way the Licensee s use of PGUNS must be forwarded to Licensor prior to use by Licensee, so Licensor can determine whether PGUNS is being used in a manner that complies with this Agreement and Licensor s Revised Regulations. 5. Licensee agrees that Licensor s authorized representatives may audit and inspect Licensee s records to verify that no misbranding or mislabeling by Licensee has taken place. Licensee agrees to preserve all records for a minimum period of two years. 6. This License Agreement is not assignable and Licensee shall have no right to grant sublicenses hereunder. Any attempt to assignor grant sublicenses will be a violation of this Agreement. 7. Failure to comply with any of the terms and/or conditions of this Agreement shall constitute a violation of this Agreement and may be considered an infringement of PGUNS. Licensor may terminate this Agreement upon violation by Licensee of any of the terms hereof. Termination of this Agreement shall be accomplished when Licensor gives Licensee notice by mail of such termination. Termination shall be deemed to have been given when notice in writing has been deposited in the United States mail in a sealed envelope with postage thereon prepaid and certified, addressed to Licensee at the address set forth at the end of this Agreement, or to such other address as Licensee may give Licensor in writing. In addition, Licensor may seek any relief in law or equity for violation of this Agreement or infringement of the marks, as may be appropriate. 8. Upon termination or nonrenewal of this Agreement, all the rights and privileges herein granted to Licensee shall cease and terminate and Licensee shall immediately cease the use of PGUNS in any manner whatsoever. Any materials or containers bearing or using PGUNS shall be immediately destroyed at Licensee s sole expense. It is expressly provided, however, that any obligation of the Licensee set forth in this Agreement, any administrative action, any cause of action for infringement of the marks, or for DATE OF APPLICATION: PACKAGE DESIGNER INFORMATION COMPANY NAME: PRIMARY CONTACT: ADDRESS: ADDRESS 2: PHONE NUMBER: DO YOU HAVE A CURRENT PGUNS LICENSE: IF YES, LICENSE NUMBER: SHIPPER INFORMATION COMPANY NAME: PRIMARY CONTACT: ADDRESS: ADDRESS 2: PHONE NUMBER: DO YOU HAVE A CURRENT PGUNS LICENSE: IF YES, LICENSE NUMBER: PGUNS Design and use proposal (brief explanation): Size of Bag/Carton: What are the measured dimensions of PGUNS on the Package? Width (inches) Height (inches) Applications will only be deemed complete if submitted with a bag or package design. Are you submitting a bag or package design with this application? DESIGN APPLICATION FORM "POTATOES GOODNESS UNEARTHED " NUTRITION SIGNATURE Please send to David Fairbourn by to David.Fairbourn@uspotatoes.com or by fax to Submit this completed design application form with each bag/carton design for USPB Trademark Committee Review. Page 2 of 4 Agreement, or to such other address as Licensee may give Licensor in writing. In addition, Licensor may seek any relief in law or equity for violation of this Agreement or infringement of the marks, as may be appropriate. 8. Upon termination or nonrenewal of this Agreement, all the rights and privileges herein granted to Licensee shall cease and terminate and Licensee shall immediately cease the use of PGUNS in any manner whatsoever. Any materials or containers bearing or using PGUNS shall be immediately destroyed at Licensee s sole expense. It is expressly provided, however, that any obligation of the Licensee set forth in this Agreement, any administrative action, any cause of action for infringement of the marks, or for violation of this Agreement that Licensor may have against Licensee, shall survive the termination or nonrenewal of this Agreement, including the right to reasonable attorney fees and costs. 9. No failure of Licensor to exercise any power given to it hereunder or to insist upon strict compliance by Licensee with any obligation hereunder shall constitute a waiver of Licensor s rights to demand exact compliance with the terms hereof. 10. Licensee consents to jurisdiction in the District Court of the Tenth Judicial District of Denver County of the state of Colorado for any and all proceedings brought by Licensor relative to the enforcement or revocation of this license or Licensor s Revised Regulations. Should Licensee institute suit against Licensor for any matter related to this Agreement, Licensee agrees that venue for such action shall be in or transferred to the District Court of the Tenth Judicial District of Denver County of the state of Colorado. Licensee agrees to submit to the administrative jurisdiction of the United States Potato Board for any and all purposes permitted by this Agreement or law. Should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination hereof, Licensor s Revised Regulations or PGUNS, this provision regarding jurisdiction and venue shall apply. 11. Licensee agrees that in the event that Licensor brings any administrative proceeding, suit, or action to enforce the terms of this Agreement, to prosecute a violation of this Agreement or Licensor s statutes or rules, to enjoin Licensee from an infringement of PGUNS, or from other violations of this Agreement or Licensor s statutes or rules, or to recover damages for breach of such Agreement or for such infringement or other violations, or, should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination of the License, Licensor s Revised Regulations or PGUNS, that Licensor, in addition to any relief awarded administratively or by the Court, shall be entitled to its reasonable attorney fees and costs, including attorney fees and costs on appeal, if Licensor prevails. As used in this paragraph, this Agreement includes all terms of this Agreement during the period of the License and all terms that survive the period of the License. 12. Licensee agrees that PGUNS shown below are valid registered association marks owned by Licensor and the Licensor has the sole right therein subject to such licenses as may have been granted to control the use of PGUNS. Licensee agrees that use of PGUNS it has made in the past or will make in the future will not create in Licensee any right, title or interest in or to PGUNS, but such use will inure to the benefit of Licensor. 13. Licensee recognizes the great value of the goodwill associated with PGUNS, and acknowledges that the marks and all rights therein and goodwill pertaining thereto belong exclusively to Licensor, and that PGUNS has a secondary meaning in the mind of the public. 14. Licensee agrees that it will not during the term of this Agreement, or at any time thereafter, attack the title or any rights of Licensor in and to PGUNS or attack the validity of this license. Licensee hereby agrees to indemnify and hold Licensor harmless against any losses incurred through claims of third persons against the Licensee involving the packing, marketing or sale of the Licensee s goods. Licensee further agrees to indemnify and hold Licensor harmless against any suit, cost or damages that may be imposed on the Licensor as a result of any proceedings instituted by any third party against Licensor arising out of any activities of Licensee pursuant to this Agreement. 15. Upon termination or nonrenewal of this Agreement, Licensee shall completely obliterate or cancel PGUNS on all containers, packaging or advertising, in Licensee s possession or control at the time of such termination or nonrenewal, at Licensee s sole expense. 16. Licensee may use PGUNS on its letterheads, business cards, website, and other business printed or non printed material as well as in advertising. Licensee agrees to comply with all the applicable terms and conditions of the rules promulgated by Licensor. Licensee is aware of the fact that Licensor has the power and authority to revise the rules when necessary and Licensee agrees to comply with said revisions. Failure to comply with the provisions of this paragraph will be considered a violation of this Agreement. 17. Licensee will immediately provide to Licensor the name and address of any entity, whether it be a Licensee or non-licensee, that engages in the mislabeling or the use of PGUNS association marks by any non-licensee and/or the use of PGUNS by any Page 1 of 4 LICENSE AGREEMENT-GROWER/PACKER/SHIPPER THIS AGREEMENT, made this day of, 20, by and between the National Potato Promotion Board DBA United States Potato Board, a statutorily created instrumentality of the United States Department of Agriculture, hereinafter called Licensor, and, hereinafter called Licensee; WHEREAS, Licensor has caused to be registered POTATOES GOODNESS UNEARTHED Nutritional Signature as association service marks (hereinafter referred to as PGUNS ) with the Commissioner of Patents and Trademarks of the United States of America under registration numbers 3,604,229 and 3,737,512; PGUNS are attached as Exhibit A and incorporated by reference herein; and WHEREAS, Licensee is a grower/packer/shipper of potatoes and desires to use PGUNS in connection with potatoes grown, packed or shipped by it. NOW, THEREFORE, in consideration of the mutual covenants and agreements to be kept and performed as hereinafter recited, it is agreed as follows: 1. The term of this Agreement shall be from the initial date of execution of this Agreement as set forth above to July 1 of each year, subject to renewal by mutual agreement, except as the terms of this Agreement provide that certain covenants shall continue to remain in force after July 1 of each year. 2. Licensor hereby grants to Licensee a nonexclusive, royalty- free right to use PGUNS in connection with the packing, marketing and sale of potatoes and potato products as herein provided. Licensor grants this license as owner of PGUNS in its propriety capacity. 3. All uses of PGUNS must be submitted in advance to Licensor for approval. Once approval is obtained for a specific design, the design approval certificate must be kept on file by both the grower/packer/shipper and the manufacturer of the packaging and no further approval is necessary. All previously accepted uses of PGUNS under the prior Guidelines may be submitted for grandfathered approval and design certification if submitted by June 1, All new designs must be approved in advance by Licensor. Licensee agrees that any violation of the terms of this Agreement shall be grounds for immediate termination of this license and that in such event it will be subject to the sanctions for infringement of PGUNS hereinafter stated. Licensee agrees to display the symbol with every use of PGUNS and Licensee agrees to comply with the Revised Regulations of Licensor. Licensee acknowledges receipt of a copy of the Revised Regulations attached as Exhibit B and incorporated by reference herein. 4. Before Licensee commences use of PGUNS with respect to any packaging or containers, it shall send a sample of such to Licensor so Licensor can determine whether PGUNS is being used in a manner that complies with this Agreement. A copy of all documents that advertise or promote in any way the Licensee s use of PGUNS must be forwarded to Licensor prior to use by Licensee, so Licensor can determine whether PGUNS is being used in a manner that complies with this Agreement and Licensor s Revised Regulations. 5. Licensee agrees that Licensor s authorized representatives may audit and inspect Licensee s records and inspect Licensee s plant(s) and operation(s) at any reasonable time. This audit and inspection authorizes Licensor to verify that no misbranding or mislabeling by Licensee has taken place. Licensee agrees to preserve all records for a minimum period of two years. Licensee represents that the only plant(s) at which it packs or processes potatoes in containers or packaging with the PGUNS licensed herein are at the locations indicated at the end of this Agreement. 6. This License Agreement is not assignable and Licensee shall have no right to grant sublicenses hereunder. Any attempt to assignor grant sublicenses will be a violation of this Agreement. No private label containers may be packed for another party unless that party has a valid license to use PGUNS or Licensor has authorized such use. 7. Failure to comply with any of the terms and/or conditions of this Agreement shall constitute a violation of this Agreement and maybe considered an infringement of PGUNS. Licensor may terminate this Agreement upon violation by Licensee of any of the terms hereof. Termination of this Agreement shall be accomplished when Licensor gives Licensee notice by mail of such termination. Termination shall be deemed to have been given when notice in writing has been deposited in the United States mail in a sealed envelope with postage thereon prepaid and certified, addressed to Licensee at the address set forth at the end of this

32 LICENSE AGREEMENT-GROWER/PACKER/SHIPPER THIS AGREEMENT, made this day of, 20, by and between the National Potato Promotion Board DBA United States Potato Board, a statutorily created instrumentality of the United States Department of Agriculture, hereinafter called Licensor, and, hereinafter called Licensee; WHEREAS, Licensor has caused to be registered POTATOES GOODNESS UNEARTHED Nutritional Signature as association service marks (hereinafter referred to as PGUNS ) with the Commissioner of Patents and Trademarks of the United States of America under registration numbers 3,604,229 and 3,737,512; PGUNS are attached as Exhibit A and incorporated by reference herein; and WHEREAS, Licensee is a grower/packer/shipper of potatoes and desires to use PGUNS in connection with potatoes grown, packed or shipped by it. NOW, THEREFORE, in consideration of the mutual covenants and agreements to be kept and performed as hereinafter recited, it is agreed as follows: 1. The term of this Agreement shall be from the initial date of execution of this Agreement as set forth above to July 1 of each year, subject to renewal by mutual agreement, except as the terms of this Agreement provide that certain covenants shall continue to remain in force after July 1 of each year. 2. Licensor hereby grants to Licensee a nonexclusive, royalty- free right to use PGUNS in connection with the packing, marketing and sale of potatoes and potato products as herein provided. Licensor grants this license as owner of PGUNS in its propriety capacity. 3. All uses of PGUNS must be submitted in advance to Licensor for approval. Once approval is obtained for a specific design, the design approval certificate must be kept on file by both the grower/packer/shipper and the manufacturer of the packaging and no further approval is necessary. All previously accepted uses of PGUNS under the prior Guidelines may be submitted for grandfathered approval and design certification if submitted by June 1, All new designs must be approved in advance by Licensor. Licensee agrees that any violation of the terms of this Agreement shall be grounds for immediate termination of this license and that in such event it will be subject to the sanctions for infringement of PGUNS hereinafter stated. Licensee agrees to display the symbol with every use of PGUNS and Licensee agrees to comply with the Revised Regulations of Licensor. Licensee acknowledges receipt of a copy of the Revised Regulations attached as Exhibit B and incorporated by reference herein. 4. Before Licensee commences use of PGUNS with respect to any packaging or containers, it shall send a sample of such to Licensor so Licensor can determine whether PGUNS is being used in a manner that complies with this Agreement. A copy of all documents that advertise or promote in any way the Licensee s use of PGUNS must be forwarded to Licensor prior to use by Licensee, so Licensor can determine whether PGUNS is being used in a manner that complies with this Agreement and Licensor s Revised Regulations. 5. Licensee agrees that Licensor s authorized representatives may audit and inspect Licensee s records and inspect Licensee s plant(s) and operation(s) at any reasonable time. This audit and inspection authorizes Licensor to verify that no misbranding or mislabeling by Licensee has taken place. Licensee agrees to preserve all records for a minimum period of two years. Licensee represents that the only plant(s) at which it packs or processes potatoes in containers or packaging with the PGUNS licensed herein are at the locations indicated at the end of this Agreement. 6. This License Agreement is not assignable and Licensee shall have no right to grant sublicenses hereunder. Any attempt to assignor grant sublicenses will be a violation of this Agreement. No private label containers may be packed for another party unless that party has a valid license to use PGUNS or Licensor has authorized such use. 7. Failure to comply with any of the terms and/or conditions of this Agreement shall constitute a violation of this Agreement and maybe considered an infringement of PGUNS. Licensor may terminate this Agreement upon violation by Licensee of any of the terms hereof. Termination of this Agreement shall be accomplished when Licensor gives Licensee notice by mail of such termination. Termination shall be deemed to have been given when notice in writing has been deposited in the United States mail in a sealed envelope with postage thereon prepaid and certified, addressed to Licensee at the address set forth at the end of this Page 1 of 4 29

33 Agreement, or to such other address as Licensee may give Licensor in writing. In addition, Licensor may seek any relief in law or equity for violation of this Agreement or infringement of the marks, as may be appropriate. 8. Upon termination or nonrenewal of this Agreement, all the rights and privileges herein granted to Licensee shall cease and terminate and Licensee shall immediately cease the use of PGUNS in any manner whatsoever. Any materials or containers bearing or using PGUNS shall be immediately destroyed at Licensee s sole expense. It is expressly provided, however, that any obligation of the Licensee set forth in this Agreement, any administrative action, any cause of action for infringement of the marks, or for violation of this Agreement that Licensor may have against Licensee, shall survive the termination or nonrenewal of this Agreement, including the right to reasonable attorney fees and costs. 9. No failure of Licensor to exercise any power given to it hereunder or to insist upon strict compliance by Licensee with any obligation hereunder shall constitute a waiver of Licensor s rights to demand exact compliance with the terms hereof. 10. Licensee consents to jurisdiction in the District Court of the Tenth Judicial District of Denver County of the state of Colorado for any and all proceedings brought by Licensor relative to the enforcement or revocation of this license or Licensor s Revised Regulations. Should Licensee institute suit against Licensor for any matter related to this Agreement, Licensee agrees that venue for such action shall be in or transferred to the District Court of the Tenth Judicial District of Denver County of the state of Colorado. Licensee agrees to submit to the administrative jurisdiction of the United States Potato Board for any and all purposes permitted by this Agreement or law. Should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination hereof, Licensor s Revised Regulations or PGUNS, this provision regarding jurisdiction and venue shall apply. 11. Licensee agrees that in the event that Licensor brings any administrative proceeding, suit, or action to enforce the terms of this Agreement, to prosecute a violation of this Agreement or Licensor s statutes or rules, to enjoin Licensee from an infringement of PGUNS, or from other violations of this Agreement or Licensor s statutes or rules, or to recover damages for breach of such Agreement or for such infringement or other violations, or, should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination of the License, Licensor s Revised Regulations or PGUNS, that Licensor, in addition to any relief awarded administratively or by the Court, shall be entitled to its reasonable attorney fees and costs, including attorney fees and costs on appeal, if Licensor prevails. As used in this paragraph, this Agreement includes all terms of this Agreement during the period of the License and all terms that survive the period of the License. 12. Licensee agrees that PGUNS shown below are valid registered association marks owned by Licensor and the Licensor has the sole right therein subject to such licenses as may have been granted to control the use of PGUNS. Licensee agrees that use of PGUNS it has made in the past or will make in the future will not create in Licensee any right, title or interest in or to PGUNS, but such use will inure to the benefit of Licensor. 13. Licensee recognizes the great value of the goodwill associated with PGUNS, and acknowledges that the marks and all rights therein and goodwill pertaining thereto belong exclusively to Licensor, and that PGUNS has a secondary meaning in the mind of the public. 14. Licensee agrees that it will not during the term of this Agreement, or at any time thereafter, attack the title or any rights of Licensor in and to PGUNS or attack the validity of this license. Licensee hereby agrees to indemnify and hold Licensor harmless against any losses incurred through claims of third persons against the Licensee involving the packing, marketing or sale of the Licensee s goods. Licensee further agrees to indemnify and hold Licensor harmless against any suit, cost or damages that may be imposed on the Licensor as a result of any proceedings instituted by any third party against Licensor arising out of any activities of Licensee pursuant to this Agreement. 15. Upon termination or nonrenewal of this Agreement, Licensee shall completely obliterate or cancel PGUNS on all containers, packaging or advertising, in Licensee s possession or control at the time of such termination or nonrenewal, at Licensee s sole expense. 16. Licensee may use PGUNS on its letterheads, business cards, website, and other business printed or non printed material as well as in advertising. Licensee agrees to comply with all the applicable terms and conditions of the rules promulgated by Licensor. Licensee is aware of the fact that Licensor has the power and authority to revise the rules when necessary and Licensee agrees to comply with said revisions. Failure to comply with the provisions of this paragraph will be considered a violation of this Agreement. 17. Licensee will immediately provide to Licensor the name and address of any entity, whether it be a Licensee or non-licensee, that engages in the mislabeling or the use of PGUNS association marks by any non-licensee and/or the use of PGUNS by any Page 2 of 4 30

34 entity in any manner not in compliance with the rules whenever and wherever Licensee reasonably believes that such activity is being carried on. This duty is also applicable to Licensee itself. 18. Licensee is required to keep all records required by Licensor s statute and rules, make in complete detail the reports required by Licensor, comply with audits and inspections requested by Licensor, provide representative samples of containers and potatoes requested by Licensor or its duly authorized agent, and to use to its best efforts at all times to ensure that PGUNS is correctly used and protected from infringement. 19. Licensor expressly reserves all rights other than those specifically granted herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of,. THIS AGREEMENT IS NOT FINAL AND LICENSEE SHALL HAVE NO RIGHT AND SHALL NOT USE PGUNS UNLESS AND UNTIL THIS AGREEMENT HAS BEEN ACCEPTED AND APPROVED IN WRITING BY LICENSOR AS EVIDENCED BY LICENSOR S AUTHORIZED REPRESENTATIVE EXECUTING THIS AGREEMENT. By By Authorized Signatory for Licensee Authorized Signatory for Licensor Print Name and Title of Signatory Print Name and Title of Signatory Address of Licensee Page 3 of 4 31

35 Exhibit A DEPICTIONS OF LICENSOR S ASSOCIATION MARKS POTATOES GOODNESS UNEARTHED Nutritional Signature POTATOES GOODNESS UNEARTHED SYMBOL Page 4 of 4 32

36 LICENSE AGREEMENT-MANUFACTURER (Packaging and/or Containers) THIS AGREEMENT, made this day of, 20, by and between the National Potato Promotion Board DBA United States Potato Board, a statutorily created instrumentality of the United States Department of Agriculture, hereinafter called Licensor, and, hereinafter called Licensee; WHEREAS, Licensor has caused to be registered POTATOES GOODNESS UNEARTHED Nutritional Signature as association service marks (hereinafter referred to as PGUNS ) with the Commissioner of Patents and Trademarks of the United States of America under registration numbers 3,604,229 and 3,737,512; PGUNS are attached as Exhibit A and incorporated by reference herein; and WHEREAS, Licensee is a manufacturer of packaging and/or containers used by potato packers and growers and desires permission to use PGUNS on such packaging and/or containers. NOW, THEREFORE, in consideration of the mutual covenants and agreements to be kept and performed as hereinafter recited, it is agreed as follows: 1. The term of this Agreement shall be from the initial date of execution of this Agreement as set forth above to July 1 of each year, subject to renewal by mutual agreement, except as the terms of this Agreement provide that certain covenants shall continue to remain in force after July 1 of each year. 2. Licensor, subject to the terms and conditions herein stated, hereby grants to Licensee a nonexclusive, royalty-free right to reproduce PGUNS on packaging and/or containers manufactured by it for use by packers and repackers of potatoes, processors of potatoes, and for no other uses. 3. Licensee agrees to distribute packaging and/or containers manufactured by it and containing PGUNS only to packers, repackers and processors who have current, valid association mark license agreements with Licensor. Licensee shall obtain the names of packers, repackers and processors who have current valid agreements by requesting the same from Licensor. All uses of PGUNS must be submitted in advance to Licensor for approval. Once approval is obtained for a specific design on packaging and/or containers, the design approval certificate must be kept on file and no further approval is necessary other than the report as required under Paragraph 4. All previously accepted uses under the prior Guidelines may be submitted for grandfathered approval and design certification if submitted by December 31, All new designs must be approved in advance by Licensor. Licensee agrees that any violation of the terms of this Agreement shall be grounds for immediate termination of this license and that in such event it will be subject to the sanctions for infringement of PGUNS hereinafter stated. 4. To ensure compliance with the terms of this Agreement, Licensee agrees to deliver a compliance report as specified by the Licensor on or before May 1 of each year, showing the names of each packer, repacker and/or processor that were furnished packaging and/or containers bearing the aforementioned marks together with the quantity furnished, identified by type of packaging and/or containers provided to each packer, repacker and/or processor. Licensee agrees to preserve all records for a minimum period of three (3) years. Licensee agrees that Licensor s authorized representative may inspect and audit its records pertaining to the manufacture and distribution of the packaging and/or containers using said marks and that it may inspect that portion of Licensee s plant and operation used in the manufacture of such packaging and/or containers at any reasonable time. 5. Licensee agrees to display the symbol with every use of PGUNS. Licensee agrees in the manufacture of all packaging and/or containers to comply with the Revised Regulations of Licensor. Licensee acknowledges receipt of a copy of the Revised Regulations attached as Exhibit B and incorporated by reference herein. 6. This Agreement may be terminated by the Licensee on thirty (30) days written notice, provided Licensee is not in default under this Agreement. This Agreement may be terminated by the Licensor giving Licensee written notice of such termination and shall be considered to have occurred when Licensor gives Licensee notice by mail of such termination. Termination shall be deemed to have been given when notice in writing has been deposited in the United States mail in a sealed envelope with postage thereon prepaid and certified, addressed to Licensee at the address set forth at the end of this Agreement, or to such other address as Licensee may give Licensor in writing. Upon such termination, whether by expiration, mutual consent or otherwise, then all rights and privileges herein granted to Licensee shall cease and terminate, and Licensee shall immediately cease the use of PGUNS in any manner whatsoever except as otherwise stated in paragraph 7. It is expressly provided, however, that any administrative action, any cause of action for infringement of PGUNS or for violation of this Agreement that Licensor may have against Licensee shall survive the termination of this Agreement, including the right to reasonable attorney fees and costs. Page 1 of 4 33

37 7. Nothing in this Agreement shall prohibit the sale of packaging and/or containers on which PGUNS have been completely obliterated by Licensee. 8. In the event of termination or expiration as specified in Section 6, subject to the provisions of Section 3, Licensee may sell to packers, repackers and/or processors on the list of Licensees, provided by Licensor in accordance with the provisions of Section 3, so much of its inventory of packaging and/or containers bearing either or both marks that is on hand at the time of such termination or expiration that is not in excess of the average amount of such inventory during the six (6) months immediately preceding the date of termination. Provided, however, that Licensee must: (a) notify Licensor in writing that it intends to dispose of such inventory ten (10) days prior to such intended action; (b)dispose of such packaging and/or containers only to persons legally entitled to use such packaging and/or containers; (c) agrees in writing to continuation of such provisions within this Agreement as are necessary to insure compliance with this Agreement; and (d) may only dispose of inventory that is not in violation of the Revised Regulations. Inventory in excess of such amount may only be disposed of after obliteration of PGUNS. 9. Licensor expressly reserves the sole and exclusive ownership of PGUNS herein. Licensee agrees not to use PGUNS or any combination thereof, with or without any other word or words, as part of its corporate name, or for the purpose of advertising its business. On the termination or expiration of this Agreement, or on the request of Licensor, Licensee shall immediately and completely discontinue all use of PGUNS. 10. The parties expressly agree that Licensee shall not have any right, title or interest in PGUNS described herein except only the right to use PGUNS in connection with the activities of Licensee described herein. Nothing contained in this Agreement shall be construed to grant or assign to Licensee any additional right, title or interest in PGUNS except such limited right to use PGUNS. 11. No failure of Licensor to exercise any power given to it hereunder or to insist upon strict compliance by Licensee with any obligation hereunder shall constitute a waiver of Licensor s rights to demand exact compliance with the terms hereof. 12. Licensee agrees that PGUNS are valid, registered association marks, owned by Licensor and that Licensor has the sole right, subject to such licenses as may have been granted, to control the use of PGUNS. Licensee agrees that any use of PGUNS it has made in the past or will make in the future will not create in Licensee any right, title or interest in or to PGUNS, but such uses shall insure to the benefit of Licensor. 13. This Agreement is not assignable, and Licensee shall have no right to grant sub-licenses hereunder. Any attempt to assign or grant sub-licenses will be a violation of this Agreement. 14. This Agreement is deemed to have been made in the state of -Colorado as part of the transaction of business by Licensee in said state. Licensee agrees to submit to the jurisdiction and venue of the U.S. District Court for the District of Colorado if Licensor chooses to bring any suit or action in such Court against Licensee for infringement of PGUNS, or enforcement or breach of the terms of this Agreement, and Licensee further agrees that the laws of the state of Colorado shall control the construction, interpretation and legal effect of this Agreement. Should Licensee institute suit against Licensor for any matter related to this Agreement, Licensee agrees that venue for such action shall be in or transferred to the U.S. District Court for the District of Colorado. Licensee agrees to submit to the administrative jurisdiction of the U.S. Potato Board. Should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination hereof, Licensor s rules or Licensor s marks, this provision regarding jurisdiction and venue shall apply. 15. Licensee agrees that in the event that Licensor brings any administrative proceeding, suit, or action to enforce the terms of this Agreement, to prosecute a violation of this Agreement or Licensor s statutes or rules, to enjoin Licensee from an infringement of PGUNS, or from other violations of this Agreement or Licensor s statutes or rules, or to recover damages for breach of such Agreement or for such infringement or other violations, or, should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination of the License, Licensor s rules or Licensor s marks, that Licensor, in addition to any relief awarded administratively or by the Court, shall be entitled to its reasonable attorney fees and costs, including attorney fees and costs on appeal, if Licensor prevails. As used in this paragraph, this Agreement includes all terms of this Agreement during the period of the License and all terms that survive the period of the License. 16. Licensee agrees to indemnify and hold Licensor harmless against any suit, cost or damages that may be imposed on Licensor as a result of any proceedings instituted by any third party against Licensor arising out of any activities of Licensee pursuant to this Agreement. 17. Licensee is required to keep all records required by Licensor s statute and rules, make in complete detail the reports required by Licensor, comply with audits and inspections requested by Licensor, provide representative samples of packaging and/or containers requested by Licensor or its duly authorized agent, and to use to its best efforts at all times to ensure that PGUNS are correctly used and protected from infringement. Page 2 of 4 34

38 18. Licensee will immediately provide to Licensor the name and address of any entity, whether it be a Licensee or non-licensee that engages in the misuse of Licensor s marks. 19. Licensee shall provide a list of packaging and/or containers and labels bearing Licensor s marks, with examples thereof with its compliance report. 20. Licensee may not use PGUNS on its letterheads, business cards, website, and other business printed or non-printed material Licensee agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of Licensor in and to PGUNS or attack the validity of this license. Licensee hereby agrees to indemnify and hold Licensor harmless against any losses incurred through claims of third persons against the Licensee involving the packing, marketing, or sale of the Licensee s goods. Licensee further agrees to indemnify and hold Licensor harmless against any suit, cost or damages that may be imposed on the Licensor as a result of any proceedings instituted by any third party against Licensor arising out of any activities of Licensee pursuant to this Agreement. 22. Licensor expressly reserves all rights other than those specifically being granted herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of, 20. THIS AGREEMENT IS NOT FINAL AND LICENSEE SHALL HAVE NO RIGHT AND SHALL NOT USE ANY OF LICENSOR S MARKS UNLESS AND UNTIL THIS AGREEMENT HAS BEEN ACCEPTED AND APPROVED IN WRITING BY LICENSOR AS EVIDENCED BY LICENSOR S AUTHORIZED REPRESENTATIVE EXECUTING THIS AGREEMENT. By By Authorized Signatory for Licensee Authorized Signatory for Licensor Print Name and Title of Signatory Print Name and Title of Signatory Address of Licensee LOCATIONS OF PLANTS OPERATED BY LICENSEE Page 3 of 4 35

39 Exhibit A DEPICTIONS OF LICENSOR S ASSOCIATION MARKS POTATOES GOODNESS UNEARTHED Nutritional Signature POTATOES GOODNESS UNEARTHED SYMBOL Exhibit B Revised Regulations Page 4 of 4 36

40 LICENSE AGREEMENT-GENERAL THIS AGREEMENT, made this day of, 20, by and between the National Potato Promotion Board DBA United States Potato Board, a statutorily created instrumentality of the United States Department of Agriculture, hereinafter called Licensor, and, hereinafter called Licensee; WHEREAS, Licensor has caused to be registered POTATOES GOODNESS UNEARTHED Nutritional Signature as association service marks (hereinafter referred to as PGUNS ) with the Commissioner of Patents and Trademarks of the United States of America under registration numbers 3,604,229 and 3,737,512; PGUNS are attached as Exhibit A and incorporated by reference herein; and WHEREAS, Licensee is a and desires to use PGUNS in connection with. NOW, THEREFORE, in consideration of the mutual covenants and agreements to be kept and performed as hereinafter recited, it is agreed as follows: 1. The term of this Agreement shall be from the initial date of execution of this Agreement as set forth above to July 1 of each year, subject to renewal by mutual agreement, except as the terms of this Agreement provide that certain covenants shall continue to remain in force after July 1 of each year. 2. Licensor hereby grants to Licensee a nonexclusive, royalty- free right to use PGUNS in connection with the marketing and sale of potatoes and potato products as provided above. Licensor grants this license as owner of PGUNS in its propriety capacity. 3. All uses of PGUNS must be submitted in advance to Licensor for approval. Once approval is obtained for a specific design, the design approval certificate must be kept on file by the Licensee and no further approval is necessary. All previously accepted uses of PGUNS under the prior Guidelines may be submitted for grandfathered approval and design certification if submitted by June 1, All new designs must be approved in advance by Licensor. Licensee agrees that any violation of the terms of this Agreement shall be grounds for immediate termination of this license and that in such event it will be subject to the sanctions for infringement of PGUNS hereinafter stated. Licensee agrees to display the symbol with every use of PGUNS. 4. Before Licensee commences any use of PGUNS, it shall send a sample of such use to Licensor so Licensor can determine whether PGUNS is being used in a manner that complies with this Agreement. A copy of all documents that advertise or promote in any way the Licensee s use of PGUNS must be forwarded to Licensor prior to use by Licensee, so Licensor can determine whether PGUNS is being used in a manner that complies with this Agreement and Licensor s Revised Regulations. 5. Licensee agrees that Licensor s authorized representatives may audit and inspect Licensee s records to verify that no misbranding or mislabeling by Licensee has taken place. Licensee agrees to preserve all records for a minimum period of two years. 6. This License Agreement is not assignable and Licensee shall have no right to grant sublicenses hereunder. Any attempt to assignor grant sublicenses will be a violation of this Agreement. 7. Failure to comply with any of the terms and/or conditions of this Agreement shall constitute a violation of this Agreement and may be considered an infringement of PGUNS. Licensor may terminate this Agreement upon violation by Licensee of any of the terms hereof. Termination of this Agreement shall be accomplished when Licensor gives Licensee notice by mail of such termination. Termination shall be deemed to have been given when notice in writing has been deposited in the United States mail in a sealed envelope with postage thereon prepaid and certified, addressed to Licensee at the address set forth at the end of this Agreement, or to such other address as Licensee may give Licensor in writing. In addition, Licensor may seek any relief in law or equity for violation of this Agreement or infringement of the marks, as may be appropriate. 8. Upon termination or nonrenewal of this Agreement, all the rights and privileges herein granted to Licensee shall cease and terminate and Licensee shall immediately cease the use of PGUNS in any manner whatsoever. Any materials or containers bearing or using PGUNS shall be immediately destroyed at Licensee s sole expense. It is expressly provided, however, that any obligation of the Licensee set forth in this Agreement, any administrative action, any cause of action for infringement of the marks, or for Page 1 of 4 37

41 violation of this Agreement that Licensor may have against Licensee, shall survive the termination or nonrenewal of this Agreement, including the right to reasonable attorney fees and costs. 9. No failure of Licensor to exercise any power given to it hereunder or to insist upon strict compliance by Licensee with any obligation hereunder shall constitute a waiver of Licensor s rights to demand exact compliance with the terms hereof. 10. Licensee consents to jurisdiction in the District Court of the Tenth Judicial District of Denver County of the state of Colorado for any and all proceedings brought by Licensor relative to the enforcement or revocation of this license or Licensor s Revised Regulations. Should Licensee institute suit against Licensor for any matter related to this Agreement, Licensee agrees that venue for such action shall be in or transferred to the District Court of the Tenth Judicial District of Denver County of the state of Colorado. Licensee agrees to submit to the administrative jurisdiction of the United States Potato Board for any and all purposes permitted by this Agreement or law. Should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination hereof, Licensor s Revised Regulations or PGUNS, this provision regarding jurisdiction and venue shall apply. 11. Licensee agrees that in the event that Licensor brings any administrative proceeding, suit, or action to enforce the terms of this Agreement, to prosecute a violation of this Agreement or Licensor s statutes or rules, to enjoin Licensee from an infringement of PGUNS, or from other violations of this Agreement or Licensor s statutes or rules, or to recover damages for breach of such Agreement or for such infringement or other violations, or, should Licensee institute any suit or action against Licensor for any reason, including but not limited to any matter related to this Agreement, any provision of this Agreement surviving termination of the License, Licensor s Revised Regulations or PGUNS, that Licensor, in addition to any relief awarded administratively or by the Court, shall be entitled to its reasonable attorney fees and costs, including attorney fees and costs on appeal, if Licensor prevails. As used in this paragraph, this Agreement includes all terms of this Agreement during the period of the License and all terms that survive the period of the License. 12. Licensee agrees that PGUNS shown below are valid registered association marks owned by Licensor and the Licensor has the sole right therein subject to such licenses as may have been granted to control the use of PGUNS. Licensee agrees that use of PGUNS it has made in the past or will make in the future will not create in Licensee any right, title or interest in or to PGUNS, but such use will inure to the benefit of Licensor. 13. Licensee recognizes the great value of the goodwill associated with PGUNS, and acknowledges that the marks and all rights therein and goodwill pertaining thereto belong exclusively to Licensor, and that PGUNS has a secondary meaning in the mind of the public. 14. Licensee agrees that it will not during the term of this Agreement, or at any time thereafter, attack the title or any rights of Licensor in and to PGUNS or attack the validity of this license. Licensee hereby agrees to indemnify and hold Licensor harmless against any losses incurred through claims of third persons against the Licensee involving the packing, marketing or sale of the Licensee s goods. Licensee further agrees to indemnify and hold Licensor harmless against any suit, cost or damages that may be imposed on the Licensor as a result of any proceedings instituted by any third party against Licensor arising out of any activities of Licensee pursuant to this Agreement. 15. Upon termination or nonrenewal of this Agreement, Licensee shall cease all uses of PGUNS, at Licensee s sole expense. 16. Licensee may use PGUNS on its letterheads, business cards, website, and other business printed or non printed material as well as in advertising. Licensee agrees to comply with all the applicable terms and conditions of the rules promulgated by Licensor. Licensee is aware of the fact that Licensor has the power and authority to revise the rules when necessary and Licensee agrees to comply with said revisions. Failure to comply with the provisions of this paragraph will be considered a violation of this Agreement. 17. Licensee will immediately provide to Licensor the name and address of any entity, whether it be a Licensee or non-licensee, that engages in the mislabeling or the use of PGUNS association marks by any non-licensee and/or the use of PGUNS by any entity in any manner not in compliance with the rules whenever and wherever Licensee reasonably believes that such activity is being carried on. This duty is also applicable to Licensee itself. 18. Licensee is required to keep all records required by Licensor s statute and rules, make in complete detail the reports required by Licensor, comply with audits and inspections requested by Licensor, provide representative samples of containers and potatoes requested by Licensor or its duly authorized agent, and to use to its best efforts at all times to ensure that PGUNS is correctly used and protected from infringement. 19. Licensor expressly reserves all rights other than those specifically granted herein. Page 2 of 4 38

42 IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of,. THIS AGREEMENT IS NOT FINAL AND LICENSEE SHALL HAVE NO RIGHT AND SHALL NOT USE PGUNS UNLESS AND UNTIL THIS AGREEMENT HAS BEEN ACCEPTED AND APPROVED IN WRITING BY LICENSOR AS EVIDENCED BY LICENSOR S AUTHORIZED REPRESENTATIVE EXECUTING THIS AGREEMENT. By By Authorized Signatory for Licensee Authorized Signatory for Licensor Print Name and Title of Signatory Print Name and Title of Signatory Address of Licensee Page 3 of 4 39

43 Exhibit A DEPICTIONS OF LICENSOR S ASSOCIATION MARKS POTATOES GOODNESS UNEARTHED Nutritional Signature POTATOES GOODNESS UNEARTHED SYMBOL Page 4 of 4 40