Common use of Licensed Marks Clause in Contracts

Licensed Marks. 4.1 CFA Institute hereby grants Society a revocable, nontransferable license to use the Licensed Marks within the NSA during the term of this LDSA for the following activities: a) Society management meetings; b) Member Society member meetings; c) learning events; d) professional development activities; and e) networking functions Society’s business name, domain name, and logo shall not otherwise incorporate CFA Institute’s trademarks. 4.2 If Society is considering the introduction of any products or services for promotion, sale, or distribution either alone or in collaboration with a third party (New Product), which it wishes to be branded with the Licensed Marks, it should give reasonable notice thereof to CFA Institute. CFA Institute and Society will collaborate in good faith to ensure the success and, in particular, the quality and global/regional relevance (as appropriate) of the content of any proposed New Product. CFA Institute reserves the right to withhold the use of the Licensed Marks in relation to any New Product. 4.3 CFA Institute shall remain the sole owner of the Licensed Marks and is solely responsible for the protection of the Licensed Marks. All use by Society of the Licensed Marks, and any goodwill developed therein, shall incur to the benefit of CFA Institute. CFA Institute, from time to time, may request samples of use of the Licensed Marks. Society acknowledges and agrees that CFA Institute may in its sole discretion take action against any third party which it considers to be misusing the Licensed Marks. 4.4 Society shall: a) not register or attempt to register the Licensed Marks with any trademark office or domain name registry; b) use the appropriate trademark symbols and assist CFA Institute with protection of the Licensed Marks; c) not revise or alter the Licensed Marks in any way; d) display the Licensed Marks as set out in Schedule 1 and/or as specified by CFA Institute; e) comply with CFA Institute branding guidelines as amended from time to time; f) not merge the Licensed Marks with any other trademark, service mark, design, or other wording without the prior written approval of CFA Institute; g) not enter into any kind of formal or informal co-branding arrangement or agreement without the prior written consent of CFA Institute; h) not use the Licensed Marks in a manner that might harm, disparage, or otherwise reflect negatively upon CFA Institute or the CFA brand. 4.5 Nothing in this Agreement shall be deemed to limit Society’s ability to use, as Society sees fit, any trademark or logo owned by Society (Society Marks), provided that Society complies with this LDSA in connection with the use of any Licensed Marks used together with those Society Marks. 4.6 Society is permitted to sub-license the Licensed Marks to a third party (the “Sub-Licensee”) provided that: a) Sub-Licensee has been contracted by Society in relation to the creation and/or development of marketing materials and collateral relating to any one or more of the activities set out in Clause 4.1 above; b) Society exercises all reasonable skill and care in selecting Sub-Licensee; c) Sub-Licensee enters into a Sub-License Agreement substantially similar to that set out in Schedule 2 hereto; d) Society continues to be bound by all of the obligations set out in this LDSA and this Clause 4 in particular and ensures that Sub-Licensee is aware of the same; and e) Society must notify CFA Institute as soon as reasonably practicable of all Sub-License Agreements entered into.

Licensed Marks. 4.1 CFA Institute (a) Franchisee hereby grants Society a revocableacknowledges and agrees that only Franchisor has the exclusive right to use the "Little Switzerland" trade name, nontransferable service marks and copyrights as may presently exist or be acquired by Franchisor and licensed for use by the Franchisor, along with all ancillary signs, symbols or other indicia used in connection or conjunction with said marks (such trade name, service marks, trademarks, and all ancillary symbols and copyrights to be collectively referred to as the "Licensed Marks") in the Territory. The Licensed Marks shall include, without limitation, the distinctive style and appearance of the red-and-white striped shopping bags used in Little Switzerland Stores. Franchisee further agrees that the system, including without limitation Franchisor's retail merchandising methods, its relationship with product manufacturers and its knowledge of product services, prices, terms and other arrangements, constitutes trade secrets solely owned by Franchisor and that only Franchisor and Franchisee have the right to use such trade secrets. Franchisee acknowledges that valuable goodwill is attached to the Licensed Marks and trade secrets and agrees to use them solely for the purpose of operating the L.S. Bahamas Store to the extent specifically licensed by this Agreement, and will not take any action that would impair the goodwill associated with such Licensed Marks or trade secrets. (b) Franchisee agrees to adopt and use the Licensed Marks solely in the manner prescribed by Franchisor/1/. (c) Franchisee understands and agrees that any use of the Licensed Marks other than as expressly authorized by this Agreement, without Franchisor's prior written consent, may constitute an infringement of Franchisor's rights therein, and that the right to use the Licensed Marks granted herein does not extend beyond the Licensed Stores or beyond the termination or expiration of this Agreement. Franchisee expressly covenants that, during the term of this Agreement and thereafter, Franchisee shall not, directly or _____________________ /1/ Franchisor further agrees that the license to use the Licensed Marks within is exclusive in the NSA during Territory, but is granted without prejudice to the term Franchisors right to conduct business under the Licensed Marks and to grant other licenses in, to and under the Licensed Marks on any terms and conditions Franchisor deems fit outside the Territory. indirectly, commit any act of this LDSA for infringement or contest or aid others in contesting the following activities:validity of Franchisor's right to use the Licensed Marks or take any other action in derogation thereof. a) Society management meetings; b) Member Society member meetings; c) learning events; (d) professional development activities; and e) networking functions Society’s business name, domain name, and logo Franchisee shall not otherwise incorporate CFA Institute’s trademarks. 4.2 If Society is considering the introduction promptly notify Franchisor of any products unauthorized attempt by any person or services for promotion, sale, or distribution either alone or in collaboration with a third party (New Product), which it wishes legal entity to be branded with use the Licensed Marks, it should give reasonable notice any colorable variation thereof to CFA Instituteor any names or ▇▇▇▇ confusingly similar thereto, or any other ▇▇▇▇, name or indicia in which Franchisor has or claims a proprietary interest. CFA Institute Franchisee shall assist Franchisor, upon request and Society will collaborate in good faith to ensure the success andat Franchisor's expense, in particulartaking such action, if any, as Franchisor may deem appropriate to halt such activities, but shall take no action nor incur any expenses on Franchisor's behalf without Franchisor's prior written approval. If Franchisor undertakes the quality defense of prosecution of any litigation relating to the Licensed Marks, Franchisee agrees to execute any and global/regional relevance all documents and to do such acts and things as may, in the opinion of Franchisor's legal counsel, be reasonably necessary to carry out such defense or prosecution. (as appropriatee) Franchisee further agrees and covenants to operate the Licensed stores and advertise such stores only under the names or marks from time to time designated by Franchisor and to adopt and use the Licensed Marks solely in connection with the operation of the content Licensed Stores in accordance with the System and solely in the manner prescribed by Franchisor; to refrain from using the Licensed Marks to perform any activity or to incur any obligation or indebtedness in such a manner as may, in any way, subject Franchisor to liability therefore; to observe all laws with respect to the registration of trade names and assumed or fictitious names, to include in any proposed New Product. CFA Institute reserves the right to withhold the application therefore a statement that Franchisee's use of the Licensed Marks in relation to any New Product. 4.3 CFA Institute shall remain is limited by the sole owner terms of the Licensed Marks and is solely responsible for the protection of the Licensed Marks. All use by Society of the Licensed Marksthis Agreement, and to provide Franchisor with a copy of any goodwill developed thereinsuch application and other registration document(s), shall incur to the benefit of CFA Institute. CFA Instituteobserve such requirements with respect to trademark, service ▇▇▇▇ and copyright notices as Franchisor may, from time to time, may request samples of use require, including, without limitation, affixing R adjacent to all such Licensed Marks which are registered under the law of the Territory and affixing TM adjacent to all such Licensed Marks which are so registered, in any and all uses thereof, and, to utilize such other appropriate notice of ownership, registration and copyright as Franchisor may require. (f) Franchisor reserves the right, in its sole discretion, to designate one or more new, modified or replacement Licensed Marks for use by Franchisee and to require use by Franchisee of any such new, modified or replacement Licensed Marks in addition to or in lieu of any previously designated Licensed Marks. Society acknowledges and agrees that CFA Institute may in its sole discretion take action against Any expenses or costs associated with the use by Franchisee of any third party which it considers to be misusing the Licensed Marks. 4.4 Society shall: a) not register such new, modified or attempt to register the replacement Licensed Marks with any trademark office or domain name registry; b) use and the appropriate trademark symbols and assist CFA Institute with protection cessation of the Licensed Marks; c) not revise or alter the Licensed Marks in any way; d) display the Licensed Marks as set out in Schedule 1 and/or as specified by CFA Institute; e) comply with CFA Institute branding guidelines as amended from time to time; f) not merge the Licensed Marks with any other trademark, service mark, design, or other wording without the prior written approval of CFA Institute; g) not enter into any kind of formal or informal co-branding arrangement or agreement without the prior written consent of CFA Institute; h) not use the Licensed Marks in a manner that might harm, disparage, or otherwise reflect negatively upon CFA Institute or the CFA brand. 4.5 Nothing in this Agreement shall be deemed to limit Society’s ability to use, as Society sees fit, any trademark or logo owned by Society (Society Marks), provided that Society complies with this LDSA in connection with the it's use of any Licensed Marks used together with those Society Markswhich are replaced shall be the sole responsibility of Franchisee. 4.6 Society is permitted to sub-license (g) Franchisee hereby acknowledges that the Licensed Marks to a third party (are valid and enforceable and are the “Sub-Licensee”) provided that: a) Sub-Licensee has been contracted property of Franchisor. Franchisee shall not in any manner challenge the validity of the Licensed Marks or question Franchisor's ownership thereof, either during or after the term of this Agreement. Franchisee acknowledges that all use by Society in relation Franchisee of the Licensed Marks shall inure to the creation and/or development benefit of marketing materials Franchisor, and collateral relating Franchisee shall not acquire any rights therein by virtue of any such use. If and to the extent that Franchisee may acquire any one or more of rights in the activities set out in Clause 4.1 above; b) Society exercises Licensed Marks, Franchisee shall and does hereby assign to Franchisor any and all reasonable skill such rights acquired by it, and care in selecting Sub-Licensee; c) Sub-Licensee enters into a Sub-License Agreement substantially similar to that set out in Schedule 2 hereto; d) Society continues to be bound by all of the obligations set out in this LDSA and this Clause 4 in particular and ensures that Sub-Licensee is aware of the same; and e) Society must notify CFA Institute as soon as reasonably practicable of all Sub-License Agreements entered intogoodwill pertaining thereto.

Licensed Marks. 4.1 CFA Institute Subject to the provisions of this Agreement, DCA hereby grants Society a revocable, nontransferable to Licensee the right and license to use one or more of DCA's trademarks, service marks, trade names, logotypes and commercial symbols (collectively, the "Licensed Marks") in connection with the Dental Office. Notwithstanding the foregoing, Licensee shall only display or otherwise use the Licensed Marks within in the NSA during manner or manners approved or designated by DCA in writing. Each such display or use of one or more of the Licensed Marks shall clearly identify Licensee as a licensee of such Licensed Marks, and not the owner or licensor thereof. Nothing contained herein gives Licensee any interest in or to any of the Licensed Marks or any component thereof, nor the goodwill now or hereafter attached thereto, except for the right to use such Licensed Marks as authorized by DCA, pursuant to and for the term of this LDSA for Agreement, solely in connection with the following activities: a) Society management meetings; b) Member Society member meetings; c) learning events; d) professional development activities; and e) networking functions Society’s business name, domain name, and logo operation of Licensee's Dental Office. Licensee shall not otherwise incorporate CFA Institute’s trademarks. 4.2 If Society is considering use the introduction Licensed Marks as part of any products other corporate or services for promotiontrade name or with any prefix, salesuffix or other modifying words, terms, designs or symbols, or distribution either alone in any modified form, nor may Licensee use any Licensed Mark in connection with sale of any unauthorized product or serve or ▇▇ ▇ny other manner not expressly authorized in collaboration with a writing by DCA. Licensee shall not engage in or permit any act calculated to prejudice, affect, impair or destroy the title or interest of DCA in and to any of the Licensed Marks or any related or similar name. In addition, Licensee shall immediately notify DCA of any apparent infringement of one or more of the Licensed Marks by any third party (New Product), which it wishes or any challenge to be branded with Licensee's use of any of the Licensed Marks. In such instance, it should give reasonable notice thereof Licensee shall not communicate with any person other than DCA and Licensee's counsel with respect to CFA Institutesuch infringement or challenge. CFA Institute In addition, Licensee shall cooperate fully with DCA in defense and Society will collaborate in good faith to ensure the success and, in particular, the quality and global/regional relevance (as appropriate) of the content of any proposed New Product. CFA Institute reserves the right to withhold the use protection of the Licensed Marks in relation to any New Product. 4.3 CFA Institute question. Notwithstanding the foregoing, DCA shall remain the sole owner of the Licensed Marks and is solely responsible for the protection of the Licensed Marks. All use by Society of the Licensed Marks, and any goodwill developed therein, shall incur to the benefit of CFA Institute. CFA Institute, from time to time, may request samples of use of the Licensed Marks. Society acknowledges and agrees that CFA Institute may in its have sole discretion to take such action against as it deems appropriate and to exclusively control any third party which it considers to be misusing the Licensed Marks. 4.4 Society shall: a) not register litigation or attempt to register the Licensed Marks with any trademark office or domain name registry; b) use the appropriate trademark symbols and assist CFA Institute with protection of the Licensed Marks; c) not revise or alter the Licensed Marks in any way; d) display the Licensed Marks as set administrative proceedings arising out in Schedule 1 and/or as specified by CFA Institute; e) comply with CFA Institute branding guidelines as amended from time to time; f) not merge the Licensed Marks with any other trademark, service mark, design, or other wording without the prior written approval of CFA Institute; g) not enter into any kind of formal or informal co-branding arrangement or agreement without the prior written consent of CFA Institute; h) not use the Licensed Marks in a manner that might harm, disparage, or otherwise reflect negatively upon CFA Institute or the CFA brand. 4.5 Nothing in this Agreement shall be deemed to limit Society’s ability to use, as Society sees fit, any trademark or logo owned by Society (Society Marks), provided that Society complies with this LDSA in connection with the use of any Licensed Marks used together with those Society Marks. 4.6 Society is permitted to sub-license the Licensed Marks to a third party (the “Sub-Licensee”) provided that: a) Sub-Licensee has been contracted by Society in relation to the creation and/or development of marketing materials and collateral relating to infringement, challenge or claim regarding any one or more of the activities set out Licensed Marks. Licensee agrees to execute any and all instruments and documents, render such assistance and do such acts and things as may, in Clause 4.1 above; b) Society exercises all reasonable skill the opinion of DCA's counsel, be necessary or advisable to protect and care maintain the interests of DCA in selecting Sub-Licensee; c) Sub-Licensee enters into a Sub-License Agreement substantially similar any such proceeding or to that set out otherwise protect and maintain the interests of DCA in Schedule 2 hereto; d) Society continues and to the Licensed Marks. Except as specifically provided herein, DCA shall not otherwise be bound by all obligated to protect or defend any of the obligations set Licensed Marks in any litigation or administrative proceeding arising out of any infringement, challenge or claim if it elects not to do so in this LDSA and this Clause 4 in particular and ensures that Sub-its sole discretion. If for any reason DCA or Licensee is aware ultimately prohibited from using any one or more of the same; and e) Society must notify CFA Institute Licensed Marks, Licensee shall not be entitled to any compensation therefor, nor shall compensation be paid by DCA to Licensee as soon as reasonably practicable a result thereof. Further, Licensee may, immediately upon the request of all Sub-License Agreements entered intoDCA, be required to modify or discontinue the use of one or more of the Licensed Marks, or to use one or more additional or substitute trademarks, service marks, trade names, logotypes or other commercial symbols in lieu of one or more of the Licensed Marks, in connection with the Dental Office.