Quality Standards and Control. 7.1 KCI agrees that the Licensed Products shall be of high quality and of such style, appearance, and distinctiveness as will preserve and protect the prestige of the Licensed Marks and the goodwill represented and symbolized thereby; that such Licensed Products will be manufactured, packaged, marketed, advertised, promoted, distributed and sold in accordance with applicable laws and the directions which may be communicated by Hampton from time to time under this Agreement; and that KCI shall not deviate from the quality, standards and manufacturing specifications of the Licensed Products unless it obtains prior written consent from Hampton. As stated above, the LPAG shall govern the approval and regulation of the quality of the Licensed Products under this Agreement. Further, KCI agrees to market, advertise and promote the Licensed Products using such high standards that will preserve and protect the prestige of the Licensed Marks. 7.2 Hampton shall have the right to approve, in its sole discretion, any Licensed Products which KCI proposes to use or be associated with any of the Licensed Marks. To enable Hampton to consider such approval, KCI shall submit to Hampton, at no cost to Hampton, all information, articles and documents reasonably necessary to consider such approval including, without limitation, engineering drawings, prototypes, samples, raw materials, testing procedures, marketing concepts, designs, graphics, manufacturing/quality control records and other such information as reasonably requested by Hampton (collectively, the “Product Information”). Hampton shall review such Product Information and respond to KCI within twenty (20) business days of receipt of the last of the applicable Product Information from KCI. If Hampton should disapprove of any proposed Licensed Product, it shall promptly provide specific reasons for such disapproval in writing to KCI. Hampton’s failure to respond to KCI within twenty (20) business days of receipt of the last of the applicable Product Information from KCI shall constitute non-approval; provided, however, that if KCI does not receive a response to its request for approval of submitted materials within twenty (20) business days of Hampton’s receipt of the last of the applicable Product Information, 3 KCI must notify Hampton in writing that it has not had a response from Hampton. Hampton shall then have an additional ten (10) business days from the date of such notice to respond to the submitted Product Information. If Hampton fails to respond after notice and within such ten (10) additional business days, the materials shall be deemed approved. Once Hampton has approved the proposed Licensed Product, KCI shall not materially depart therefrom without Hampton’s prior written consent, which shall not unreasonably be withheld. 7.3 Unless otherwise agreed to by Hampton in writing, KCI shall submit the foregoing Product Information to Hampton for its prior written approval prior to any use of the Licensed Marks or initiation of Licensed Product manufacture or assembly. Once Hampton’s approval is obtained as provided in Section 7.2 above, such approval shall be deemed continuous with respect to the Licensed Product(s) so approved unless there has been a material change or alteration in the Licensed Products or materials submitted to Hampton. 7.4 Upon ten (10) business days’ prior written notice to KCI, and at Hampton’s expense and election, Hampton shall have the right to inspect the Licensed Products at KCI’s business and/or at each and every point of manufacture no more than twice a year.
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Quality Standards and Control. 7.1 KCI agrees that the Licensed Products shall be of high quality and of such style, appearance, and distinctiveness as will preserve and protect the prestige of the Licensed Marks and the goodwill represented and symbolized thereby; that such Licensed Products will be manufactured, packaged, marketed, advertised, promoted, distributed and sold in accordance with applicable laws and the directions which may be communicated by Hampton from time to time under this Agreement; and that KCI shall not deviate from the quality, standards and manufacturing specifications of the Licensed Products unless it obtains prior written consent from Hampton. As stated above, the LPAG shall govern the approval and regulation of the quality of the Licensed Products under this Agreement. Further, KCI agrees to market, advertise and promote the Licensed Products using such high standards that will preserve and protect the prestige of the Licensed Marks.
7.2 Hampton shall have the right to approve, in its sole discretion, any Licensed Products which KCI proposes to use or be associated with any of the Licensed Marks. To enable Hampton to consider such approval, KCI shall submit to Hampton, at no cost to Hampton, all information, articles and documents reasonably necessary to consider such approval including, without limitation, engineering drawings, prototypes, samples, raw materials, testing procedures, marketing concepts, designs, graphics, manufacturing/quality control records and other such information as reasonably requested by Hampton (collectively, the “Product Information”). Hampton shall review such Product Information and respond to KCI within twenty (20) business days of receipt of the last of the applicable Product Information from KCI. If Hampton should disapprove of any proposed Licensed Product, it shall promptly provide specific reasons for such disapproval in writing to KCI. Hampton’s failure to respond to KCI within twenty (20) business days of receipt of the last of the applicable Product Information from KCI shall constitute non-approval; provided, however, that if KCI does not receive a response to its request for approval of submitted materials within twenty (20) business days of Hampton’s receipt of the last of the applicable Product Information, 3 KCI must notify Hampton in writing that it has not had a response from Hampton. Hampton shall then have an additional ten (10) business days from the date of such notice to respond to the submitted Product Information. If Hampton fails to respond after notice and within such ten (10) additional business days, the materials shall be deemed approved. Once Hampton has approved the proposed Licensed Product, KCI shall not materially depart therefrom without Hampton’s prior written consent, which shall not unreasonably be withheld.
7.3 Unless otherwise agreed to by Hampton in writing, KCI shall submit the foregoing Product Information to Hampton for its prior written approval prior to any use of the Licensed Marks or initiation of Licensed Product manufacture or assembly. Once Hampton’s approval is obtained as provided in Section 7.2 above, such approval shall be deemed continuous with respect to the Licensed Product(s) so approved unless there has been a material change or alteration in the Licensed Products or materials submitted to Hampton.
7.4 Upon ten (10) business days’ prior written notice to KCI, and at Hampton’s expense and election, Hampton shall have the right to inspect the Licensed Products at KCI’s business and/or at each and every point of manufacture no more than twice a year.
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Sources: Merger Agreement (Applica Inc)