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 and their affiliates, employees, attorneys, accountants and bankers shall hold in confidence and not use or disclose, except as permitted by this Agreement, (i) confidential information of the other or (ii) the terms of this Agreement, except upon consent of the other or pursuant to, or as may be required by law, or in connection with regulatory or administrative proceedings and only then with reasonable advance notice of such disclosure to the other. Licensee shall take all reasonable precautions to protect the secrecy of the material used pursuant to this Agreement prior to the commercial distribution or the showing of samples for sale, and shall not sell any merchandise employing or adapted from any of said designs sketches, artwork, logos, and other materials or their use except under the Trademark.
Licensor and Licensee are independent parties. Nothing in this Agreement will be construed to make either party an agent, employee, franchisee, joint venture or legal representative of the other party.
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 intend that the use of the Trade Marks by each of the Licensee and its Authorized Sub-Licensees in its plants, depots, POS, franchisees' sites, LPG Cylinders, bulk tanks or vehicles, as applicable, should be phased out in the time frame and in the form established in Clause 4 to this Agreement; IT IS AGREED AS FOLLOWS: