Licensor and Licensee acknowledge that in the course of performing this Agreement, each of them will obtain information from the other Party that is confidential and proprietary in nature, including without limitation trade secrets, know-how, inventions, techniques, processes, programs, designs, software, documents and date (“Confidential Information”). Each Party shall at all times, both during the term and for three (3) years after termination of this Agreement, maintain in strict confidence all Confidential Information and not disclose such to any third party without prior written consent of the other Party.
Licensor and Licensee together with and Payment to American other licensees of American, American shall of Expenses for cooperate in the sales promotion programs Administering Same of approved products. To this end, American has reserved the right to establish and organize sales promotion programs from time to time and Licensee agrees to pay to Licensor for remittance to American a sales promotion program fee as set forth in Paragraph 9.1 hereof. Licensee acknowledges and agrees that American has had in the past, and shall in the future have, the discretion to determine expenditures of funds collected in respect to sales promotion programs and as to the selection of the promotional materials and programs for which said expenditures are made, provided, however, that American shall make a good faith effort to expend such funds in the general best interest of participating licensees. Licensee acknowledges and agrees that American may compensate itself and/or its affiliates for the expense of administering such sales promotion programs. Licensor shall advise Licensee annually of American's expenses in administering said sales promotion programs.
Licensor and Licensee agree to keep the terms of this Agreement and any information exchanged in furtherance of this Agreement, including but not limited to technical information, regulatory information, manufacturing methods and specifications, product specifications, or other technical or business information, strictly confidential and agree that such information (“Confidential Information”) will not be (1) disclosed to others, (2) published without express written permission of the disclosing party, (3) used for the receiving party’s or any others’ benefit, except as provided for herein, or (4) duplicated in any manner.
Licensor and Licensee agree to defend and indemnify Escrow Holder and hold Escrow Holder harmless from and against all claims, actions and suits, whether in contract or in tort, and from and against any and all liabilities, losses, damages, costs, charges, penalties, counsel fees, and other expenses of any nature (including, without limitation, settlement costs) incurred by Escrow Holder as a result of performance of this Agreement except in the event of a judgment or arbitration decision which specified that Escrow Holder acted with gross negligence or willful misconduct.
Licensor and Licensee. Upon acceptance of the Exhibition Contract Exhibitor Application Form by the Organizers there shall be a contract between the Organizers and Exhibitor subject to these Terms and Conditions. The Organizers in their discretion may accept the Exhibitor’s application for space orally (including by telephone), by telex facsimile or by forwarding to the Exhibitor written acceptance (which shall include a copy of the Exhibitor Application Form signed by or on behalf of Organizers and the Exhibitor). In case of non-payment of any sum due from the Exhibitor (whether formally demanded or not) or any other breach of non-observance by the Exhibitor or any of these Terms and Conditions, the Organizers shall have right to revoke the Exhibitor’s licence and re-enter upon the allotted space to remove and exclude the Exhibitor and all persons therefrom without prejudice to the right to recover all sums payable by the Exhibitor hereunder and without prejudice to any other right or remedy available to the Organizers.
Licensor and Licensee shall each have the right to terminate this Agreement if the other party commits a material breach of an obligation under this Agreement or provides an intentionally false report and continues in default for more than two (2) months after receiving written notice of such default or intentionally false report. Such termination shall be effective upon further written notice to the breaching party after failure by the breaching party to cure such default. If LICENSOR commits a material breach or defaults, then LICENSEE has no duty to continue the payment of royalties as set forth in Section 8 of this Agreement.
Licensor and Licensee each acknowledge and agree that Licensee, acting through its Board of Directors, appointed Axxxxxx X. Xxxxxxx to the Licensee’s Board of Directors as the Licensor’s Designee. Henceforth, Licensee agrees to (i) include in its annual proxy statements (or any other solicitations of stockholder consent) the nomination and recommendation of the BOD that the shareholders approve the re-election or appointment, as the case may be, of the Licensor Designee to the Licensee’s Board of Directors and (ii) use its reasonable best efforts to obtain such approval.
Licensor and Licensee each acknowledge and agree that the only relationship of Licensee to Licensor created by this Agreement shall for all purposes be that of an independent contractor, and all persons employed or engaged by Licensee in connection herewith shall for all purposes be considered to be employed or engaged, as applicable, by Licensee and not by Licensor. Licensor shall have no obligation whatsoever to pay or compensate Licensee and/or any representative thereof for taxes of any kind whatsoever, with the exception of GST, that arise out of or with respect to any fee, remuneration or compensation provided to Licensee under this Agreement or holding any position with Licensor. Licensee shall fully indemnify and hold harmless Licensor from and against all assessments, claims, liabilities, costs, expenses and damages that Licensor and/or any of its affiliated companies may suffer or incur with respect to any amount which a competent government authority determines should have been deducted by Licensor from compensation payable to Licensee.
Licensor and Licensee will discuss and conclude a joint development agreement for the Subject EPD Products as soon as practicable after the Effective Date hereof and will make their best efforts to jointly develop the Subject EPD Products [***].
Licensor and Licensee acknowledge that all rights, licenses and privileges not specifically granted herein are excluded from this Agreement.
