Right to Distribute. Subject to Licensor's prior written approval, Licensee shall have the right to use distributors to sell Licensed Articles, subject to the following restrictions and requirements: 41 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.41. 42 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.42. 20 (a) For distribution and sale of Licensed Articles by Licensee into countries, territories or geographic areas other than with respect to (i) the United States and its territories and possessions, including Puerto Rico, or (ii) those countries other than the United States in which the Licensed ▇▇▇▇ is registered and where Licensor’s Foreign Licensees at any time during the Term operate Nine West Retail Stores in which Licensor’s Foreign Licensees use the Licensed ▇▇▇▇ in connection with sales of products they are respectively authorized to market, promote and sell, Licensee must submit to Licensor a distribution and sales plan for each such country, territory or other geographic area, which shall be subject to the approval of Licensor in its discretion, setting forth a proposed distributor and/or retailers. Licensee agrees that any such distribution and sales plan shall explicitly provide that with respect to sales of Licensed Articles outside the United States, sales priority will be given by Licensee to Foreign Territories in which there are (A) Nine West Retail Stores owned or operated by Licensor’s Foreign Licensees and (B) department store customers of Licensor’s Foreign Licensees listed in Schedule E-2, as amended from time to time. Licensee further agrees that it will use its best efforts to fully communicate with the respective Licensor’s Foreign Licensees in connection with Licensee’s activities in the respective Foreign Territories and require its respective distributors in (or selling into) Foreign Territories to abide by the requirements set forth in (A) and (B), hereinabove and to fully communicate with the respective Licensor’s Foreign Licensees in those Foreign Territories. Authorization to make sales in additional Foreign Territories by Licensee and/or its distributors shall be requested by Licensee in advance and subject to the prior written approval of Licensor.
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Sources: License Agreement
Right to Distribute. Subject to Licensor's prior written approval, Licensee shall have the right to use distributors to sell Licensed Articles, subject to the following restrictions and requirements: 41 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.41. 42 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.42. 20 .
(a) For distribution and sale of Licensed Articles by Licensee into countries, territories or geographic areas other than with respect to (i) the United States and its territories and possessions, including Puerto Rico, or (ii) those countries other than the United States in which the Licensed ▇▇▇▇ is registered and where Licensor’s Foreign Licensees at any time during the Term operate Nine West Retail Stores in which Licensor’s Foreign Licensees use the Licensed ▇▇▇▇ in connection with sales of products they are respectively authorized to market, promote and sell, Licensee must submit to Licensor a distribution and sales plan for each such country, territory or other geographic area, which shall be subject to the approval of Licensor in its discretion, setting forth a proposed distributor and/or retailers. Licensee agrees that any such distribution and sales plan shall explicitly provide that with respect to sales of Licensed Articles outside the United States, sales priority will be given by Licensee to Foreign Territories in which there are (A) Nine West Retail Stores owned or operated by Licensor’s Foreign Licensees and (B) department store customers of Licensor’s Foreign Licensees listed in Schedule E-2, as amended from time to time. Licensee further agrees that it will use its best efforts to fully communicate with the respective Licensor’s Foreign Licensees in connection with Licensee’s activities in the respective Foreign Territories and require its respective distributors in (or selling into) Foreign Territories to abide by the requirements set forth in (A) and (B), hereinabove and to fully communicate with the respective Licensor’s Foreign Licensees in those Foreign Territories. Authorization to make sales in additional Foreign Territories by Licensee and/or its distributors shall be requested by Licensee in advance and subject to the prior written approval of Licensor.
(b) Licensor shall have the right to approve the distributor and no distribution shall commence prior to such approval, provided, however, that approval of any distributor shall be deemed given if disapproval thereof is not given within [———-]43 of written notice by Licensee of its desire to utilize a particular distributor;
(c) the terms of the distribution agreements shall be in form and substance acceptable to, and subject to the prior written approval of, Licensor and shall be subject in all respects to the provisions of this Agreement. A copy of each fully executed distribution agreement entered into by Licensee hereunder shall be delivered to Licensor promptly after the execution thereof. A form of distribution agreement acceptable to Licensor is attached hereto as Schedule J.
(d) the distributor shall agree to use its best efforts to actively distribute, ship and sell Licensed Articles throughout the Channels of Distribution within the applicable Territory in commercially reasonable quantities and not outside the Channels of Distribution; notwithstanding the foregoing, Licensee and its approved distributors shall market, sell and distribute Licensed Articles solely in those territories outside the United States set forth in Schedule E-2, provided that, Licensee and its approved distributors may market, sell and distribute Licensed Articles in such additional territories as may be approved by Licensor, in its sole discretion, upon request of Licensee with the submission of the Business Plan as set forth above in Section 5.1(a), and if approved by Licensor, then such additional territories shall be deemed to be added to Schedule E-2; 43 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc., no. 10.142.43.
(e) the distributor shall agree to abide by all of Licensor's quality control provisions and provisions relating to the Licensed Articles, artwork, copy, packaging, tags, labels, literary text, advertising, promotional or display of materials and other Licensed Materials set forth in Section 7.1 below;
(f) the distributor shall agree that it will not during the term of the distribution or thereafter dispute or contest, directly or indirectly, or do or cause to be done any act which in any way contests, impairs or tends to impair the Licensed Marks or the validity or Licensor's ownership thereof, and shall not assist others in doing so; and
(g) nothing in the distribution agreement shall be contrary, in spirit or scope, to this Agreement.
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