Common use of Quality Control and Property Rights Clause in Contracts

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, however, that Edgewell shall have no obligation to modify any Existing Packaging or Existing Promotional Materials, except to the extent necessary to comply with notice obligations under the Separation Agreement. (vi) Edgewell acknowledges, understands and agrees that, it shall not knowingly perform, do, or cause any act to be done, or fail to take any action, during or after the Trademark License Term, or assist any third party in performing, doing and/or causing any act to be done, that Edgewell knows or would reasonably expect to be detrimental to, injure or impair in any way or to any degree: (A) any of the Licensed Trademarks; (B) any applications for registration or registrations therefor; (C) the respective goodwill related to any of the Licensed Trademarks; (D) the federal, state or common law and other rights of Energizer in or to any of the Licensed Trademarks; (E) Energizer’s right, title, interest, and ownership in and to any of the Licensed Trademarks; or (F) the validity and enforceability of the any of the foregoing. (vii) All rights in the Licensed Trademarks other than those specifically granted to Edgewell pursuant to this Agreement are expressly reserved by Energizer.

Quality Control and Property Rights. (i) Edgewell Energizer recognizes that the Licensed Trademarks, including the associated goodwill, have great value to Energizerthe Licensors. Edgewell Energizer 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, EdgewellEnergizer’s use of the Licensed Trademarks anywhere, shall inure solely to the benefit of EnergizerLicensor that owns such Licensed Trademarks. (ii) Edgewell Energizer 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 EHP Business as of the Effective Time; (C) in a manner and form that protects Energizer’s the Licensors’ ownership interest interests 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 Energizer complies with the quality standards set forth in this Section, Energizer each Licensor shall have the right, at any time and from time to time to request upon reasonable notice to EdgewellEnergizer, and Edgewell Energizer shall provide, full and open access at reasonable times to the facilities at which Edgewell Energizer manufactures, processes, or warehouses products bearing the Licensed Trademarks owned by such Licensor in order to verify that the quality of products bearing the such Licensed Trademarks is consistent with the standards imposed by this Agreement. (iv) In the event Energizer a Licensor determines that any promotional materials or packaging licensed for use under this AgreementAgreement bearing any Licensed Trademark it owns, or any products sold or offered for sale in any such packaging or advertised, marketed, or promoted using any such promotional materials fall below Energizersuch Licensor’s quality standards as set forth in Section 2(b)(ii) above, Energizer such Licensor may notify Edgewell Energizer thereof in writing, providing Edgewell Energizer with an explanation as to how such promotional materials, packaging, or products fail to conform to such standards and Edgewell Energizer shall change such promotional materials, packaging, or products to conform thereto within a commercially reasonable time. (v) EdgewellEnergizer, 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 EnergizerEdgewell or WS, as applicable; provided, however, that Edgewell Energizer shall have no obligation to modify any Existing Packaging or Existing Promotional Materials, except to the extent necessary to comply with notice obligations under the Separation Agreement. (vi) Edgewell Energizer acknowledges, understands and agrees that, it shall not knowingly perform, do, or cause any act to be done, or fail to take any action, during or after the Trademark License Term, or assist any third party in performing, doing and/or causing any act to be done, that Edgewell Energizer knows or would reasonably expect to be detrimental to, injure or impair in any way or to any degree: (A) any of the Licensed Trademarks; (B) any applications for registration or registrations therefor; (C) the respective goodwill related to any of the Licensed Trademarks; (D) the federal, state or common law and other rights of Energizer a Licensor in or to any of the Licensed TrademarksTrademarks it owns; (E) Energizera Licensor’s right, title, interest, and ownership in and to any of the Licensed TrademarksTrademarks it owns; or (F) the validity and enforceability of the any of the foregoing. (vii) All rights in the Licensed Trademarks other than those specifically granted to Edgewell Energizer pursuant to this Agreement are expressly reserved by EnergizerEdgewell or WS, as applicable.