EXPLOITATION BY LICENSEE. a. LICENSEE agrees to commence, and diligently continue thereafter, the distribution, shipment and sale of each category of the Licensed Product in commercially reasonable quantities in the Territory on or before the respective distribution date set forth next to each category of the Licensed Product described in item 2 of the attached License Agreement Detail Schedule. b. LICENSEE agrees that the Licensed Product will be sold, shipped and distributed outright, at a competitive price determined by LICENSEE, and not on an approval, tie-in, consignment, or "sale or return" basis. LICENSEE further agrees that the Licensed Product will only be knowingly sold to retailers, jobbers, wholesalers and distributors for sale, shipment and distribution to retail stores and merchants commonly considered and referred to in the industry as moderate or better department stores and specialty stores for sale, shipment and distribution direct to the public. Notwithstanding the foregoing to the contrary, LICENSOR agrees that the Licensed Product may also be sold to those retail stores commonly considered and referred to in the industry as "Warehouse Clubs" (such as Price Club, Sam's Warehouse, Pace, Costco, ▇.▇.'s) so long as the total Net Shipment volume of Licensed Product sold to such "Warehouse Clubs" does not exceed twenty five percent (25%) of LICENSEE's annual Net Shipment volume. Any sale of Licensed Product exceeding twenty five percent (25%) of LICENSEE's Net Shipment volume will be deemed a material breach of this Agreement and LICENSOR will have the right thereafter to terminate this Agreement. The manner and scope of the distribution of the Licensed Product, availability, variety, fabrication, colors and sizes are critical to the promotion, enhancement and protection of the Trademarks and their associated goodwill. LICENSEE acknowledges that it has no right to and shall not sell or distribute the Licensed Product to any diverter or to anyone whose sales or distribution are or will be made for publicity, promotional or tie-in purposes, combination sales, premiums, giveaways, direct mail, electronic shopping, vending machines or similar methods of merchandising, or whose business methods are or reported to be questionable. c. LICENSEE further agrees to sell to LICENSOR, if requested to do so by LICENSOR, any product manufactured or sold by LICENSEE, from LICENSEE's regular production at LICENSEE's customary net selling price.
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EXPLOITATION BY LICENSEE. a. LICENSEE agrees to commence, and diligently continue thereafter, the distribution, shipment and sale of each category of the Licensed Product in commercially reasonable quantities in the Territory on or before the respective distribution date set forth next to each category of the Licensed Product described in item 2 of the attached License Agreement Detail Schedule.
b. LICENSEE agrees that the Licensed Product will be sold, shipped and distributed outright, at a competitive price determined that does not exceed the price generally and customarily charged the trade by LICENSEE, and not on an approval, tie-in, consignment, or "sale or return" basis. LICENSEE further agrees that the Licensed Product will only be knowingly sold to retailers, jobbers, wholesalers and distributors for sale, shipment and distribution to retail stores and merchants commonly considered and referred to in the industry as moderate or better fine department stores and better specialty stores and/or to fine department stores and better specialty stores for sale, shipment and distribution direct to the public. Notwithstanding the foregoing to the contrary, LICENSOR agrees that the Licensed Product may also be sold to those retail stores commonly considered and referred to in the industry as "Warehouse Clubs" (such as Price Club, Sam's Warehouse, Pace, Costco, ▇.▇.'s) * so long as the total Net Shipment volume of Licensed Product sold to such "Warehouse Clubs" does not exceed twenty five percent (25%) of LICENSEE's annual Net Shipment volume. Any sale of Licensed Product exceeding twenty five percent (25%) of LICENSEE's Net Shipment volume will be deemed * * Text omitted pursuant to a material breach of this Agreement request for confidential treatment and LICENSOR will have filed separately with the right thereafter to terminate this AgreementSecurities and Exchange Commission. * The manner and scope of the distribution of the Licensed Product, availability, variety, fabrication, colors and sizes are critical to the promotion, enhancement and protection of the Trademarks and their associated goodwill. LICENSEE acknowledges that it has no right to and shall not sell or distribute the Licensed Product to any diverter or to anyone whose sales or distribution are or will be made for publicity, promotional or tie-in purposes, combination sales, premiums, giveaways, direct mail, electronic shopping, vending machines or similar methods of merchandising, or whose business methods are or reported to be questionable.
c. LICENSEE further agrees to sell to LICENSOR, if requested to do so by LICENSOR, any product manufactured or sold by LICENSEE, from LICENSEE's regular production at LICENSEE's customary net selling price.*
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