LS&CO. Reputation. LS&CO. has and is determined to maintain a worldwide reputation for ethical business conduct. To that end, LS&CO. adopted Global Sourcing and Operating Guidelines (“GSOG”) setting forth standards of conduct it requires from, among others, its licensees, including Licensee. Licensee acknowledges that its conduct, and the conduct of any subcontractor, must reflect positively on LS&CO.’s reputation and accordingly agrees to the provisions of this Section 10. Additionally, Licensee understands and agrees that LS&CO. may, from time to time, disclose Licensees’ customers and suppliers, along with LS&CO.’s customers and suppliers, in governmental or public filings, on LS&CO.’s corporate website or otherwise in line with the goal of maintaining transparency and high standards of ethical business conduct.
LS&CO. Reputation. Licensee acknowledges that its conduct, and the conduct of any subcontractor, must reflect positively on LS&Co.’s reputation. LS&Co. has maintained, and is determined to maintain, a worldwide reputation for ethical business conduct. To that end, LS&Co. adopted its “GSOG” setting forth standards of conduct it requires from, among others, its licensees, including Licensee. LS&Co. strives for continuous improvement with respect to the GSOG, and shall update the GSOG from time to time. Licensee shall be responsible for maintaining compliance with the GSOG and any updates to the GSOG at all times. Additionally, Licensee understands and agrees that LS&Co. may, from time to time, disclose Licensees’ customers and suppliers, along with LS&Co.’s customers and suppliers, in governmental or public filings, on LS&Co.’s corporate website or otherwise in line with the goal of maintaining transparency and high standards of ethical business conduct.
LS&CO. Indemnity. Except for matters as to which Licensee is required to indemnify LS&Co. under Section 15.2, LS&Co. shall indemnify and hold harmless Licensee and its Affiliates, directors, officers, employees and agents against any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorney’s' fees and expenses in disputes or proceedings involving third parties or between LS&Co. and Licensee) which Licensee is or becomes liable for, or may incur solely by reason of its use within the Territory, in accordance with the terms and conditions of this Agreement, of the Trademarks or the designs furnished to Licensee by LS&Co., to the extent that such liability arises through infringement of another’s trademark rights (collectively, "LS&Co. Indemnified Claim"). If any LS&Co. Indemnified Claim shall be brought or asserted against Licensee in respect of which indemnity may be sought from LS&Co. under this Section 15.1, Licensee shall notify LS&Co. in writing not later than the earlier of ten (10) days before a response is due or thirty (30) days after Licensee receives [***] Indicates portions of this exhibit that have been omitted pursuant to a request for confidential treatment. notice of the LS&Co. Indemnified Claim, and LS&Co. shall assume and direct the defense thereof. A failure or delay by Licensee in giving this notice shall not reduce or otherwise affect LS&Co.’s indemnification obligations except to the extent that the failure or delay shall have materially prejudiced LS&Co.’s ability to defend or settle the Indemnified Claim. Licensee may, at its own expense, be represented by its own counsel in such action or proceeding.
LS&CO. Assignment. Nothing in this Agreement limits LS&Co.’s ability to sell or otherwise transfer the Trademarks to a third party or to engage in any merger, consolidation, sale of assets, reorganization, sale of stock or other transaction. LS&Co. may assign its rights and delegate its duties under this Agreement in its sole discretion, including, without limitation, in connection with such a transaction.
