Common use of MANUFACTURING AND QUALITY CONTROL Clause in Contracts

MANUFACTURING AND QUALITY CONTROL. 5.1 The Peretti Trademarks will not be applied to, or used in connection with the sale of, any products which have not been manufactured in strict conformance with the Peretti Designs and with standards of quality in materials and workmanship established by Pere▇▇▇. 5.2 Only manufacturing techniques approved by Pere▇▇▇ ▇▇▇l be used in the production of Peretti Products. 5.3 Peretti shall have the right at any time during regular business hours to conduct examinations of Peretti Products manufactured or being manufactured by or for Tiffany to determine compliance with her designs and standards. If at any time any Peretti Products fail to conform to such designs or standards, Pere▇▇▇ ▇▇▇ll notify Tiffany. Upon such notification, Tiffany shall not sell such nonconforming products until Pere▇▇▇'▇ ▇tandards of quality have been met. 5.4 Tiffany agrees to furnish to Pere▇▇▇ ▇▇ her representatives samples of Peretti Products as she or her authorized representatives may request from time to time in quantities sufficient for inspections and tests to assure conformance with her standards and designs. Upon completion of such inspections and tests, Pere▇▇▇ ▇▇▇ll return such inspected and tested samples, if requested by Tiffany. Tiffany shall bear the cost of transportation of such samples to Pere▇▇▇ ▇▇ her representative and for return of such samples to Tiffany, as well as the risk of loss or damage to such samples. 5.5 On a regular basis Tiffany will discuss with Peretti its plans for the manufacture of Peretti Products. 5.6 Tiffany will continue to place orders for manufacture of certain Peretti Products with manufacturers in Spain who have been designated by Pere▇▇▇ and who have, for many years, provided Peretti Products meeting the quality standards of Peretti and Tiff▇▇▇. ▇▇ is understood that such manufacturers must continue to meet existing quality, price and delivery standards. 5.7 Tiffany agrees to compensate Pere▇▇▇ ▇▇▇ all quality control services performed by her or her representatives outside the United States. 5.8 Tiffany will provide to Pere▇▇▇ ▇ ▇ample of each Peretti Object that is not presently included in the collection of Peretti Products now maintained by Pere▇▇▇ ▇▇ San Mart▇-▇▇▇▇, ▇▇ain and a sample of each item of Peretti Jewelry rendered in silver, other than items of Peretti Jewelry that are manufactured in Spain.

MANUFACTURING AND QUALITY CONTROL. 5.1 6.1 The Peretti Trademarks will not be applied to, or used in connection with the sale of, any products which have not been manufactured in strict conformance with the Peretti Designs and with the standards of quality in materials and workmanship established by Pere▇▇▇Peretti and in use as of the Restatement Date. 5.2 6.2 Only manufacturing techniques approved by Pere▇▇▇ ▇▇▇l Peretti will be used in the production of Peretti Products. Manufacturing techniques in use as of the Restatement Date are deemed to have been approved by Peretti. 5.3 6.3 Peretti shall have the right at any time during regular business hours to conduct examinations of Peretti Products manufactured or being manufactured by or for Tiffany to determine compliance with her designs the Peretti Designs and standardsthe standards referred to above in Sections 6.1 and 6.2. If at any time any Peretti Products fail to conform to such designs or standards, Pere▇▇▇ ▇▇▇ll Peretti shall notify Tiffany. Upon As soon as reasonably practicable following such notificationnotification but no later than three (3) months or other time frame on which the parties agree, Tiffany shall not sell will suspend selling such nonconforming products until Pere▇▇▇'▇ ▇tandards Peretti’s standards of quality have been met. 5.4 6.4 From time to time, Tiffany agrees to furnish to Pere▇▇▇ ▇▇ her representatives Peretti samples of such Peretti Products then being offered for sale by Tiffany as she or her authorized representatives Peretti may request from time to time in quantities sufficient for inspections and tests to assure conformance with her standards and designs. Upon completion of such inspections and tests, Pere▇▇▇ ▇▇▇ll Peretti shall return such inspected and tested samples, if requested by Tiffany. Tiffany shall bear the cost of transportation of such samples to Pere▇▇▇ ▇▇ her representative Peretti and for return of such samples to Tiffany, as well as the risk of loss or damage to such samples. 5.5 6.5 On a regular basis basis, Tiffany will discuss with Peretti its plans for the manufacture of Peretti Products. 5.6 6.6 Tiffany will continue to place orders for the manufacture of certain Peretti Products with manufacturers in Spain who have been designated by Pere▇▇▇ Peretti and who have, for many years, provided Peretti Products meeting the quality standards of Peretti and Tiff▇▇▇Tiffany. ▇▇ It is understood that such manufacturers must continue to meet existing quality, price and delivery standards. 5.7 Tiffany 6.7 Peretti agrees to compensate Pere▇▇▇ ▇▇▇ all work with Tiffany or its production contractors, in a manner to be agreed from time to time between the parties hereto, to oversee the production of Peretti Products by Tiffany or such producers to assure that such production conforms to the quality control services requirements of Sections 6.1 and 6.2 above (such efforts, the “Quality Control Services”). 6.8 In full consideration for the Quality Control Services to be rendered by Peretti hereunder, Tiffany hereby agrees to pay directly to Peretti during the Term a sum equal to Two Percent (2%) of Net Peretti Sales (“Quality Control Services Fees”). 6.9 All Quality Control Service Fees shall be payable in United States Dollars within thirty (30) days following the end of each Fiscal Quarter. All Quality Control Services Fees will be subject to such withholding for taxes as Tiffany is required to make under U.S. law. 6.10 All Quality Control Services shall be performed by her or her representatives Peretti outside the United States. 5.8 6.11 For the avoidance of doubt and subject to Article XIII, Peretti may assign Peretti’s rights, benefits, responsibilities and obligations under this Agreement (including the Quality Control Services) to the ▇▇▇▇ ▇▇▇▇▇▇▇ Foundation or any other person (including any corporation, trust, partnership, limited liability company, foundation, estate or other legal entity). 6.12 Tiffany will provide to Pere▇▇▇ ▇ ▇ample Peretti a sample of each Peretti Object that is not presently as of the Restatement Date included in the collection of Peretti Products now maintained by PerePeretti in ▇▇▇▇ ▇▇ San Mart▇▇▇▇-▇▇▇▇, ▇▇ain Spain and a sample of each item of Peretti Jewelry rendered in silver, other than items of Peretti Jewelry that are manufactured in Spain. 6.13 For the avoidance of doubt, all Peretti Products will also bear a Tiffany Trademark.