Private Label Products. The following terms and conditions shall apply to any private-label goods (i.e., goods to be resold under TJ’s trade name) sold by VENDOR to TJ’s: (a) VENDOR will not make any changes in the recipe for said goods (including, but not limited to, adding, deleting, or changing any of the ingredients, changing upstream ingredient suppliers and/or manufacturers, or changing the cooking times or methods) without the prior written approval of TJ’s. (b) VENDOR agrees that TJ’s owns the copyright, trademark, and trade dress on all labels (including the copy, artwork, and product name) bearing the TJ’s trade name (regardless of whether the copy, artwork, or product name was developed by or for TJ’s or was supplied or suggested to TJ’s by VENDOR). VENDOR shall require any printer of labels or packaging for private-label goods to make no modifications to the approved label provided by VENDOR without prior written approval from TJ’s. (c) VENDOR will not allow any products bearing labels or other packaging developed by or for TJ’s to be sold, donated, given, or otherwise transferred by VENDOR to any third party or to be salvaged, including but not limited to, goods that are rejected by TJ’s pursuant to Section 8 of this Agreement. VENDOR further agrees that it will not copy TJ’s copyrights, trademarks, or trade dress in its labels and other packaging. (d) VENDOR agrees to fully comply with all TJ’s Minimum Vendor Requirements as documented and available for download in myLibrary in the GORP system except for where an approved and signed variance request is on file and maintained by VENDOR. VENDOR also agrees to submit all required food safety & quality programs as requested in the vendor set-up and QA Approval scorecards in GORP and meet all finished product testing requirements as applicable to the product category. (e) VENDOR understands and agrees that, prior to the issuance of any purchase orders for a product, VENDOR must provide to TJ’s Quality Assurance Department the product information requested by TJ’s either via GORP or (if directed by TJ’s) TJ’s Product Specification Information form. (f) If TJ’s discontinues a private-label product through no fault of VENDOR’s, TJ’s will not be liable for any packaging (including but not limited to labels, containers, bags, and wrappers) costs except as provided in a Packaging Commitments/Reorder Agreement between VENDOR and TJ’s for said product. Any Packaging Commitments/Reorder Agreement between VENDOR and TJ’s shall be documented in writing, in the form set forth in Exhibit I, which is attached hereto and incorporated by reference.
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Private Label Products. The following terms and conditions shall apply to any private-label goods (i.e., goods to be resold under TJ’s trade namei) sold by VENDOR to TJ’s:[CONFIDENTIAL](8)
(aii) VENDOR UNFI will carry any WO Private Label Products requested by WO, provided that each WO Private Label Product sells well enough to turn one inventory turn: (A) [CONFIDENTIAL](9) for Products which are imported from outside of the continental United States, and (B) [CONFIDENTIAL](10) for Products which are shipped from manufacturers within the continental United States. At the end of the inventory turn periods specified in (A) and (B) above, UNFI shall notify WO of the amount of inventory of any Product not make any changes meeting the turn periods, and [CONFIDENTIAL](11). WO shall use its best efforts to sell through inventory remaining beyond the turn periods within CONFIDENTIAL](12) after the end of the applicable turn period (the "Sell Through Period") or may elect to have the inventory "plussed out" (shipped) to the Stores on a logistics schedule supplied by WO. If inventory not moving within the turn periods remains in the recipe DCs for said goods (including, but not limited to, adding, deleting, or changing any more than [CONFIDENTIAL](13) after the end of the ingredientsturn periods, changing upstream ingredient suppliers and/or manufacturers[CONFIDENTIAL](14). To the extent a Private Label Product does not sell within the foregoing turn periods, or changing the cooking times or methods) without parties shall review the prior written approval of TJ’s.
(b) VENDOR agrees that TJ’s owns the copyright, trademarkProduct on a case-by-case basis, and trade dress shall mutually determine whether to remove it from the APL. UNFI shall hold the inventories of WO Private Label in the three DCs listed on all Exhibit C hereto, and in additional DCs as Private Label Product velocity may warrant. "WO Private Label Products" shall mean those products that Wild Oats offers from time to time in its Stores under Wild Oats’ proprietary labels (including the copy"Wild Oats", artwork"Henry’s", "Sun Harvest" and such other tradenames or marks used by WO from time to time). UNFI covenants not to sell, and product name) bearing to take commercially reasonable efforts to prevent the TJ’s trade name (regardless sale of whether the copyany WO Private Label Products by UNFI to any distribution network, artworkstores, or product name was developed persons not approved in advance by or for TJ’s or was supplied or suggested to TJ’s by VENDOR)WO. VENDOR shall require any printer of labels or packaging for private-label goods to make no modifications to the approved label provided by VENDOR without prior written approval from TJ’s.
(c) VENDOR will not allow any products bearing labels or other packaging developed by or for TJ’s to be sold, donated, given, or otherwise transferred by VENDOR to any third party or to be salvaged, including but not limited to, goods that are rejected by TJ’s pursuant to Section 8 of this Agreement. VENDOR further agrees that it will not copy TJ’s copyrights, trademarks, or trade dress in its labels and other packaging.
(d) VENDOR UNFI agrees to fully comply cooperate with all TJ’s Minimum Vendor Requirements as documented WO in any investigation and available for download in myLibrary in litigation originated by WO over such unauthorized sales. UNFI shall bear the GORP system except for where an approved and signed variance request is on file and maintained by VENDOR. VENDOR also agrees to submit all required food safety & quality programs as requested in the vendor set-up and QA Approval scorecards in GORP and meet all finished product testing requirements as applicable to the product category.
(e) VENDOR understands and agrees that, prior to the issuance cost of retrieval of any purchase orders for a product, VENDOR must provide to TJ’s Quality Assurance Department the product information requested WO Private Label Product sold in unauthorized sales by TJ’s either via GORP or (if directed by TJ’s) TJ’s Product Specification Information formUNFI.
(f) If TJ’s discontinues a private-label product through no fault of VENDOR’s, TJ’s will not be liable for any packaging (including but not limited to labels, containers, bags, and wrappers) costs except as provided in a Packaging Commitments/Reorder Agreement between VENDOR and TJ’s for said product. Any Packaging Commitments/Reorder Agreement between VENDOR and TJ’s shall be documented in writing, in the form set forth in Exhibit I, which is attached hereto and incorporated by reference.
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