Common use of Use of Trademarks and Trade Names Clause in Contracts

Use of Trademarks and Trade Names. In connection with Vanderbilt’s appointment as PRO’s distributor, PRO and/or its Affiliates grant to Vanderbilt a non-exclusive, non-transferable right, with out the right to sublicense, to use the Trademarks in the Territory for the limited purpose of marketing and selling the Products. Vanderbilt may place the Trademarks and Trade Names on its stationery, catalogues, promotional literature, advertising material and signs, but only in connection with the promotion and sale of the Products in the Territory. Any other use of the Trademarks and Trade Names by Vanderbilt shall be subject to prior written approval by PRO, except that Vanderbilt may be identified as the distributor of the Products on all labels and promotional materials without any such prior approval. Vanderbilt agrees to submit samples of proposed marketing materials or trademark usage to PRO for its review and approval, such approval not to be unreasonably withheld. Any actual usage of such Trademarks in marking materials, labeling and otherwise will be consistent with the samples received by PRO. Subject to the foregoing, Vanderbilt further agrees: (a) Not to remove the Trademarks or Trade Names from the Products or packages containing the Products; (b) Not to alter the Trademarks or Trade Names in any way; (c) Not to apply any Trademarks or Trade Names or any labels, signs or markings of any kind other than additional labeling required by customers or governmental or regulatory authorities to the Products or use the same in connection with the Products, without prior written approval of PRO; (d) To employ any symbol or notice with the Trademark which may be necessary to identify and protect the interests of PRO in the Trademark; (e) Not to register or record as a trademark or domain name, or cause to be registered or recorded as a trademark or domain name, any PRO Trademark or Trade Name, in any country; (f) That any and all goodwill created in any PRO Trademark or Trade Name belongs to, and is the property of, PRO in every country; and (g) Indicate that the Trademarks and Trade Names are owned by PRO or its Affiliates as applicable.