- 20 -
The description of services attached to the SC-ABS
agreement (ATTACHMENT “A”) recites that members who become
cardholders will receive a credit card with the name of
petitioner on one side and a "logo or other design of SC" on the
reverse side. Also, Article 9 of the SC-ABS agreement
(hereafter, Art. 9) provides that, if ABS defaults, it must
immediately cease using petitioner's name and marks. In light of
the provisions cited, we view ABS's agreement that it will obtain
prior written consent from petitioner for use of its name or
marks (Article 3.5) as a provision regulating ABS's use of those
items and preserving petitioner's property interests therein.
Similarly, we view petitioner's right to advise and consent with
regard to the marketing materials prepared by ABS (see
Article 4.3) as a right intended to safeguard petitioner's name,
marks, logo, and the other intangibles (such as facsimile
signatures of petitioner’s officers) used in marketing the credit
card program.
The SC-ABS agreement further implicitly provides that ABS
will be allowed access to the members. The parties have
stipulated that petitioner provided lists of the members directly
or indirectly to ABS in connection with the credit card program.
The preamble to the SC-ABS agreement recites that the parties
thereto “desire to make available to the members of SC” the
services to be offered by ABS. Article 3.3 entitles ABS to offer
additional services to the members and, if ABS defaults, Art. 9
requires ABS to cease communicating with the members. Thus,
Page: Previous 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 NextLast modified: May 25, 2011