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amendments to the agreement lowering the royalty rate, Sea-Land's
1989 agreement to sell the Sea Bulk patents to Powertex, and Sea-
Land's 1989 agreement to license its Sea Bulk trademark to Powertex.
Mr. Clark also approved the sublicense agreement between Powertex
and Insta-Bulk.
During 1983, Mr. Clark authorized Sea-Land to give free freight
to Powertex for the shipment of liners to Powertex customers. Mr.
Clark retired from Sea-Land on December 20, 1992. Subsequently, on
March 19, 1993, the free freight arrangement for shipment of
Powertex liners to customers was terminated by Sea-Land.
On July 11, 1983, Mr. Clark incorporated Special Commodities
Services, Inc. (SCS) under the laws of the State of New Jersey. Mr.
Clark was the president of SCS, and Mary J. Clark was its secretary
and treasurer. The outstanding stock of SCS was owned 60 percent by
Mr. Clark, 30 percent by Mary J. Clark, and 5 percent each by Dana
J. and Mark A. Clark.
During or around November 1983, Powertex began making periodic
payments to SCS. At some point, Mr. Podd and Mr. Clark executed an
agreement "dated as of November 18, 1983" concerning these payments
which provided:
WHEREAS, SCS, Inc. was, in part, instrumental in
Powertex's obtaining that exclusive license [the Sea-Land
license] through consultations with Powertex during and
subsequent to the negotiations between Powertex and Sea
Land * * *
WHEREAS Powertex and SCS, Inc. believe it to be in
their mutual best interests for Powertex to continue to
receive marketing and technical advice on the manufacture,
marketing and sales of Sea Bulk units * * *
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