BRAND SUPPORT SERVICES Clause Samples

BRAND SUPPORT SERVICES. 2.1 Upon the terms and subject to the conditions set forth herein, ▇▇▇ agrees to engage the Company to conduct certain activities and services that are intended to enhance the PLAYBOY brand, and Company hereby agrees, to conduct, by itself or through any of its Affiliates, the Services as set out in Schedule 1 during the Term. Nothing in this Agreement shall be construed as an assumption by any of Company’s Affiliates of any obligations or liabilities of Company under this Agreement and Company shall remain responsible for the acts and omissions of Company’s Affiliates, if any, through which the Services are provided. 2.2 UTG acknowledges that the Services are rendered by Company to support the PLAYBOY brand generally, and not specifically to benefit UTG’s use of the PLAYBOY brand, and that Company shall determine in its sole discretion which Services to provide at any time and from time to time. 2.3 Company shall provide the Services in good faith and accordance with the terms of this Agreement, using personnel of commercially reasonable skill, experience, and qualification, in a professional manner and in accordance with generally recognized industry practices, and in accordance with Applicable Laws. For the avoidance of doubt, the Parties hereby acknowledge, confirm and agree that Company makes no promises, representations, warranties or guarantees that the Services to be rendered will result in a profit or will not result in a decline in profits of UTG. The Parties further acknowledge, confirm and agree that Company shall not incur any liability or obligation to UTG related to the Services because the performance of UTG declines or does not improve after the Effective Date.