Common use of Reputation and Goodwill Clause in Contracts

Reputation and Goodwill. Licensee and Meridian warrant and covenant that neither of them nor their Affiliates, employees, contractors, representatives, brokers, agents or distributors, during the term of this Agreement or thereafter, shall make any representations or use any Promotional Materials in any manner that actually, or in Cumberland's reasonable discretion may, adversely affect any legal right of Cumberland or be detrimental to the good name and reputation of Cumberland or any of the Licensed Trademarks. Licensee and Meridian, on behalf of themselves and their Affiliates, employees, contractors, representatives, brokers, agents and distributors, warrants and covenants that each will conduct their activities in an ethical manner so that they will not harm, misuse or bring into disrepute the Licensed Trademarks, but on the contrary, will attempt to maintain the value and reputation thereof to the best of their ability.