Common use of The Licensed Marks Clause in Contracts

The Licensed Marks. A. Licensee shall not join any name or names with the Licensed Marks so as to form a new ▇▇▇▇ without the prior written consent of Licensor, which shall not be unreasonably withheld. Licensee acknowledges the validity of the Licensed Marks, the secondary meaning associated with the Licensed Marks and the rights of Licensor with respect to the Licensed Marks in the Territory in any form or embodiment thereof and the goodwill attached or which shall become attached to the Licensed Marks in connection with the business and goods in relation to which the same has been, is or shall be used. Sales by Licensee shall be deemed to have been made by Licensor for purposes of trademark registration and all uses of the Licensed Marks by Licensee shall inure to the benefit of Licensor. Licensee shall not, at any time, do or suffer to be done, any act or thing which may in any way adversely affect any rights of Licensor in and to the Licensed Marks or any registrations thereof or which, directly or indirectly, may reduce the value of the Licensed Marks or detract from their reputation. Licensee will use its best efforts to distribute Licensed Products in the proper channels comparable to those of the brands outlined in Article 7 A (i) herein. B. At Licensor's request, Licensee shall execute any documents, including Registered User Agreements, reasonably required by Licensor to confirm the respective rights of Licensor in and to the Licensed Marks in each jurisdiction in the Territory and the respective rights of Licensor and Licensee pursuant to this Agreement. Licensee shall cooperate with Licensor, in connection with the filing and the prosecution by Licensor of applications to register or renew the Licensed Marks in International Class 3 for Licensed Products sold hereunder in each jurisdiction in the Territory where Licensee has reasonably requested the same. Such filings and prosecution outside the U.S. shall be in the name of Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Licensor, as Licensor shall so decide, the expense of which will be fully paid by Licensor. Nothing contained herein shall obligate Licensor to prosecute any trademark application outside the U.S. which is opposed or rejected in any country after the application is filed, provided, however, that any such prosecution shall go forward if (a) Licensee requests same; (b) Licensee and Licensor share the costs for same directly; and (c) such prosecution is in Licensor's name and directed by Licensor. Licensor shall cooperate fully with any such prosecution. C. Licensee shall use the Licensed Marks in each jurisdiction in the Territory strictly in compliance with the legal requirements obtained therein and shall use such markings in connection therewith as may be required by applicable legal provisions. Licensee shall cause to appear on all Licensed Products and on all materials on or in connection with which the Licensed Marks are used, such legends, markings and notices as may be reasonably necessary in order to give appropriate notice of any trademark, trade name or other rights therein or pertaining thereto. D. Licensee shall never challenge the validity of the Licensed Marks or any application for registration or registration thereof or any rights of Licensor therein. The foregoing shall not be deemed to prevent Licensee from asserting, as a defense to a claim of breach of contract brought against Licensee by Licensor for failure to perform its obligations hereunder, that its ceasing performance under this Agreement was based upon Licensor's failure to own the Licensed Marks in the United States of America, provided that it is established in a court of law that Licensor does not own the Licensed Marks, that the Licensed Marks are owned by a third party so as to preclude the grant of the license provided herein. E. In the event that Licensee learns of any infringement or imitation of the Licensed Marks or of any use by any person of a trademark similar to the Licensed Marks, it promptly shall notify Licensor thereof. In no event, however, shall Licensor be required to take any action if it deems it inadvisable to do so. F. Licensor shall be required to protect, indemnify and hold Licensee harmless against, or be liable to Licensee for, any liabilities, losses, expenses or damages which may be suffered or incurred by Licensee as a result of any infringement or allegation thereof by any other person, firm or corporation, other than by reason of Licensor's breach of the representations made and obligations assumed herein. Licensor and Ms. ▇▇▇▇▇ ▇▇▇▇▇▇ make no warranties or representations as to the registrability of the Licensed Marks in the various worldwide trademark offices in the Territory, except that Licensor warrants and represents that a trademark application will be filed for the Licensed ▇▇▇▇ in the United States Patent and Trademark Office in International Class 3. Licensor and Ms. ▇▇▇▇▇ ▇▇▇▇▇▇ warrant and represent that they are not aware of any registrations or pending applications in International Class 3, or otherwise, that would preclude or restrict Licensee from selling the Licensed Products anywhere in the Territory.

The Licensed Marks. A. Licensee shall not join any name or names with the Licensed Marks so as to form a new ▇▇▇▇ without the prior written consent of LicensorLicensor , which shall not be unreasonably withheldwithheld . Licensee acknowledges the validity of the t he Licensed Marks, the secondary meaning associated with the Licensed Marks and the rights of Licensor with respect to the Licensed Marks in the Territory in any form or embodiment thereof and the goodwill attached or which shall become attached to the Licensed Marks in connection with the business and goods in relation to which the same has been, is or shall be used. Sales by Licensee shall be deemed to have been made by Licensor for purposes of trademark registration and all uses of the Licensed Marks by Licensee shall inure to the benefit of Licensor. Licensee shall not, at any time, do or suffer to be done, any act or thing which may in any way adversely affect any rights of Licensor in and to the Licensed Marks or any registrations thereof or which, directly or indirectly, may reduce the value of the Licensed Marks or detract from fro m their reputation. Licensee will use its best efforts to distribute Licensed Products in the proper channels comparable to those of the brands outlined in Article 7 A (i) herein. B. At Licensor's request, Licensee shall execute any documents, including Registered User Agreements, reasonably required by Licensor to confirm the respective rights of Licensor in and to the Licensed Marks in each jurisdiction in the Territory and the respective rights of Licensor and Licensee pursuant to this Agreement. Licensee shall cooperate with Licensor, in connection with the filing and the prosecution by Licensor of applications to register or renew the Licensed Marks in International Class 3 for Licensed Products sold hereunder in each jurisdiction in the Territory where Licensee has reasonably requested the same. Such filings and prosecution outside the U.S. shall be in the name of Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or Licensor, as Licensor shall so decide, the expense of which will be fully paid by LicensorLicensor . Nothing contained herein shall obligate Licensor to prosecute any trademark application outside the U.S. which is opposed or rejected in any country after the application is filed, provided, however, that any such prosecution shall go forward if (a) Licensee requests same; (b) Licensee License e and Licensor share the costs for same directly; and (c) such prosecution is in Licensor's name and directed by Licensor. Licensor shall cooperate fully with any such prosecution. C. Licensee shall use the Licensed Marks in each jurisdiction in the Territory strictly in compliance with the legal requirements obtained therein and shall use such markings in connection therewith as may be required by applicable legal provisions. Licensee shall cause to appear on all Licensed Products and on all materials on or in connection with which the Licensed Marks are used, such legends, markings and notices as may be reasonably necessary in order to give appropriate notice of any trademark, trade name or other rights therein or pertaining thereto. D. Licensee shall never challenge the validity of the Licensed Marks or any application for registration or registration thereof or any rights of Licensor therein. The foregoing shall not be deemed to prevent Licensee from asserting, as a defense to a claim of breach of contract brought against Licensee by Licensor for failure to perform its obligations hereunder, that its ceasing performance under this Agreement was based upon Licensor's failure to own the Licensed Marks in the United States of America, provided that it is established in a court of law that Licensor does not own the Licensed Marks, that the Licensed Marks are owned by a third party so as to preclude the grant of the license provided herein. E. In the event that Licensee learns of any infringement or imitation of the Licensed Marks or of any use by any person of a trademark similar to the Licensed Marks, it promptly shall notify Licensor thereof. In no event, however, shall Licensor be required to take any action if it deems it inadvisable to do so. F. Licensor shall be required to protect, indemnify and hold Licensee harmless against, or be liable to Licensee for, any liabilities, losses, expenses or damages which may be suffered or incurred by Licensee as a result of any infringement or allegation thereof by any other person, firm or corporation, other than by reason of Licensor's breach of the representations made and obligations assumed herein. Licensor and Ms. ▇▇▇▇▇ ▇▇▇▇▇▇ make no warranties or representations as to the registrability of the Licensed Marks in the various worldwide trademark offices in the Territory, except that Licensor warrants and represents that a trademark application will be filed for the Licensed ▇▇▇▇ in the United States Patent and Trademark Office in International Class 3. Licensor and Ms. ▇▇▇▇▇ ▇▇▇▇▇▇ warrant and represent that they are not aware of any registrations or pending applications in International Class 3, or otherwise, that would preclude or restrict Licensee from selling the Licensed Products anywhere in the Territory.