Quality Control and Property Rights Sample Clauses

Quality Control and Property Rights. (i) Edgewell recognizes that the Licensed Trademarks, including the associated goodwill, have great value to Energizer. Edgewell covenants and agrees that all uses by it of the Licensed Trademarks during the Trademark License Term, including but not limited to all goodwill accrued by, and due to, Edgewell’s use of the Licensed Trademarks anywhere, shall inure solely to the benefit of Energizer. (ii) Edgewell covenants and agrees that it shall use the Licensed Trademarks only: (A) in a manner and form designed to maintain the high quality of the Licensed Trademarks and keeping with the image, reputation and goodwill symbolized by and associated with the Licensed Trademarks as of the Effective Time; (B) in a form and manner that is consistent with the use of the Licensed Trademarks in connection with the EPC Business as of the Effective Time; (C) in a manner and form that protects Energizer’s ownership interest therein; and (D) in a manner and form that complies with all applicable federal, state, local and foreign laws, rules and regulations. (iii) In order to ensure that Edgewell complies with the quality standards set forth in this Section, Energizer shall have the right, at any time and from time to time to request upon reasonable notice to Edgewell, and Edgewell shall provide, full and open access at reasonable times to the facilities at which Edgewell manufactures, processes, or warehouses products bearing the Licensed Trademarks in order to verify that the quality of products bearing the Licensed Trademarks is consistent with the standards imposed by this Agreement. (iv) In the event Energizer determines that any promotional materials or packaging licensed for use under this Agreement, or any products sold or offered for sale in any such packaging or advertised, marketed, or promoted using any such promotional materials fall below Energizer’s quality standards as set forth in Section 2(b)(ii) above, Energizer may notify Edgewell thereof in writing, providing Edgewell with an explanation as to how such promotional materials, packaging, or products fail to conform to such standards and Edgewell shall change such promotional materials, packaging, or products to conform thereto within a commercially reasonable time. (v) Edgewell, during the Term of this Agreement, in all public uses of the Licensed Trademarks, where commercially practicable and possible, will use its best efforts to indicate that the Licensed Trademarks are owned by Energizer; provided, h...
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Related to Quality Control and Property Rights

  • ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS 1. Licensee acknowledges that all Intellectual Property Rights in the Licensed Material are the property of the Publisher or duly licensed to the Publisher and that this Licence Agreement does not assign or transfer to the Licensee any right, title or interest therein except for the right to access and use the Licensed Material in accordance with the terms and conditions of this Licence Agreement. 2. For the avoidance of doubt, the Publisher hereby acknowledges that any database rights created by the Licensee or the Institutions as a result of Local Hosting, text mining or data mining of the Licensed Material shall be the property of the Licensee, or the Institution.

  • Intellectual Property/Work Product Ownership All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this agreement and used in the performance of this agreement -- including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for this agreement, or are a result of the services required under this grant -- shall be considered "work for hire" and remain the property of the State of Vermont, regardless of the state of completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont upon 30- days notice by the State. With respect to software computer programs and / or source codes first developed for the State, all the work shall be considered "work for hire,” i.e., the State, not the Party (or subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs, documentation and/or source codes developed. Party shall not sell or copyright a work product or item produced under this agreement without explicit permission from the State of Vermont. If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information entered into the system or application available for uses by any other party than the State of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party’s materials. Party acknowledges and agrees that should this agreement be in support of the State's implementation of the Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.

  • Intellectual Property Protection The Group Companies shall establish and maintain appropriate intellectual inspection system to protect the Proprietary Rights of the Group Companies. The Group Companies shall, and the Founders shall cause the Group Companies to fully comply with the laws and regulations in respect of the protection of the Proprietary Rights and refrain from infringing the Proprietary Rights of other parties. Ecommerce Company shall, and the other Warrantors shall procure Ecommerce Company to, use its best efforts to obtain as soon as possible and maintain the registration of the core trademarks used in the Business (including without limitation, the marks of “perfect diary”, “完美日记” and the combination of the foregoing) in the appropriate goods and services (including without limitation, cosmetics, cosmetics tools and advertisement). The Group Companies shall take all necessary or desirable actions to protect their trademarks, including initiating trademark petitions against any trademark applications filed by any third party for a trademark identical or similar to the Group Companies’ trademarks.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Industrial Property Rights For the purpose of this Agreement, "INDUSTRIAL PROPERTY RIGHTS" shall mean all of the Company's patents, trademarks, trade names, inventions, copyrights, know-how or trade secrets, formulas and science, now in existence or hereafter developed or acquired by the Company or for its use, relating to any and all products and services which are developed, formulated and/or manufactured by the Company.