Common use of Use of Licensed Trademarks Clause in Contracts

Use of Licensed Trademarks. (i) Subcontractor shall not use the Licensed Trademarks or any part thereof as part of a corporate name, trade name, internet domain name, email address, d.b.a., etc. and shall use them only on the Licensed Products. Subcontractor shall not use any other trademark, logo or name that is confusingly similar to or identified with Callaway Golf or its subsidiaries or the Licensed Trademarks. Subcontractor shall not use the Licensed Trademarks in conjunction with any other trademark, word or symbol, without the prior written consent of Callaway Golf, in its sole discretion, nor shall Subcontractor use the Licensed Trademarks in any manner that may reflect adversely on the Licensed Trademarks, the good name of Callaway Golf or any of its programs or policies. Subcontractor is not authorized to and is expressly prohibited from using the Licensed Trademarks in publicity or advertising, including, but not limited to, use on Subcontractor’s website, letterhead, signs, brochures and other printed or electronic materials, without the prior written consent of Callaway Golf, in its sole discretion. (ii) Other than to Manufacturer, Subcontractor shall not transfer any Licensed Trademarks by way of any medium to any other party. For purposes of this Agreement, “medium” shall include (but not be limited to): (i) images printed or otherwise applied to paper (such as typed, printed, written, or faxed images); (ii) images recorded in digital form (including, but not limited to, files created by word processor, paintbrush, and/or graphics software) and stored in removable media (including, but not limited to, compact disc (“CD”), zip disk, memory card/stick/flash media, floppy disk), fixed media (including, but not limited to, computer hard disk), or sent via electronic mail (including attachments thereto) or otherwise downloaded via the internet, and/or telephone line (e.g., via modem); and (iii) line art. (iii) Subcontractor shall treat the media upon which the Licensed Trademarks are delivered to an/or stored by Subcontractor with the utmost level of care and security. Subcontractor shall store all such media in a secure location. For purposes of this Agreement, a “secure location” shall include, but not be limited to: (i) for items in tangible format, such as on paper or floppy disk, a “secure location” would be a locked room or file cabinet accessible only to a limited number of Subcontractor’s employees on a strict “need to know” basis; and (ii) for items stored in electronic format, such as on hard disk or other electronically-recorded files, a “secure location” would be on a personal computer in a locked room or other secure area accessible only to a limited number of Subcontractor’s employees on a strict “need to know” basis, who could access the information only after inputting the appropriate password to unlock the file in question. (iv) The Licensed Trademarks shall be used as shown in Callaway Golf’s Style Guide. Subcontractor shall not manipulate or otherwise change the Licensed Trademarks in any way. (v) Callaway Golf may, at any time, in its discretion, request the destruction of any and all media in Subcontractor’s possession which bears or otherwise contains the Licensed Trademarks. If so requested, Subcontractor shall provide Callaway Golf with a certificate signed by an officer of Subcontractor confirming such destruction.

Use of Licensed Trademarks. (i) Subcontractor shall not use the Licensed Trademarks or any part thereof as part of a corporate name, trade name, internet domain name, email address, d.b.a., etc. and shall use them only on the Licensed Products. Subcontractor shall not use any other trademark, logo or name that is confusingly similar to or identified with Callaway Golf or its subsidiaries or the Licensed Trademarks. Subcontractor shall not use the Licensed Trademarks in conjunction with any other trademark, word or symbol, without the prior written consent of Callaway Golf, in its sole discretion, nor shall Subcontractor use the Licensed Trademarks in any manner that may reflect adversely on the Licensed Trademarks, the good name of Callaway Golf or any of its programs or policies. Subcontractor is not authorized to and is expressly prohibited from using the Licensed Trademarks in publicity or advertising, including, but not limited to, use on Subcontractor’s website, letterhead, signs, brochures and other printed or electronic materials, without the prior written consent of Callaway Golf, in its sole discretion. (ii) Other than to Manufacturer, Subcontractor shall not transfer any Licensed Trademarks by way of any medium to any other party. For purposes of *** CONFIDENTIAL TREATMENT REQUESTED *** this Agreement, “medium” shall include (but not be limited to): (i) images printed or otherwise applied to paper (such as typed, printed, written, or faxed images); (ii) images recorded in digital form (including, but not limited to, files created by word processor, paintbrush, and/or graphics software) and stored in removable media (including, but not limited to, compact disc (“CD”), zip disk, memory card/stick/flash media, floppy disk), fixed media (including, but not limited to, computer hard disk), or sent via electronic mail (including attachments thereto) or otherwise downloaded via the internet, and/or telephone line (e.g., via modem); and (iii) line art. (iii) Subcontractor shall treat the media upon which the Licensed Trademarks are delivered to an/or stored by Subcontractor with the utmost level of care and security. Subcontractor shall store all such media in a secure location. For purposes of this Agreement, a “secure location” shall include, but not be limited to: (i) for items in tangible format, such as on paper or floppy disk, a “secure location” would be a locked room or file cabinet accessible only to a limited number of Subcontractor’s employees on a strict “need to know” basis; and (ii) for items stored in electronic format, such as on hard disk or other electronically-recorded files, a “secure location” would be on a personal computer in a locked room or other secure area accessible only to a limited number of Subcontractor’s employees on a strict “need to know” basis, who could access the information only after inputting the appropriate password to unlock the file in question. (iv) The Licensed Trademarks shall be used as shown in Callaway Golf’s Style Guide. Subcontractor shall not manipulate or otherwise change the Licensed Trademarks in any way. (v) Callaway Golf may, at any time, in its discretion, request the destruction of any and all media in Subcontractor’s possession which bears or otherwise contains the Licensed Trademarks. If so requested, Subcontractor shall provide Callaway Golf with a certificate signed by an officer of Subcontractor confirming such destruction.