Marking/Appearance Sample Clauses

Marking/Appearance. Licensee shall comply with all notice and marking requirements of all Applicable Laws necessary for the protection of the Licensed Trademarks, and shall use the Licensed Trademarks in a manner reasonably calculated to prevent the Licensed Trademarks from becoming generic. Without limiting the foregoing, Licensee shall (a) affix to all products, packaging material and advertising materials that bear the Licensed Trademarks, including Brand License Products, such symbols (including “TM” and ®) as required or reasonably necessary to allow adequate protection of the Licensed Trademarks and the benefits thereof under Applicable Laws, and (b) use the format, color, sizing, placement and other applicable parameters of the Licensed Trademarks in accordance with Licensor’s brand and co-branding guidelines as set forth in the Brand Standards Manual attached hereto as ***** and the Co-Branding Guidelines attached hereto as *****. Licensor may, from time to time at its discretion, amend the Brand Standards Manual and the Co-Branding Guidelines to meet the brand equity needs deemed appropriate by Licensor, provided that Licensee shall receive prompt written notice of any such amendments and shall be entitled, until one (1) year after such notice, (a) to sell down its then-existing inventories of product, (b) to purchase, receive, manufacture, and sell Liquid Coffee Products in packaging for which Licensee is contractually obligated to purchase, (c) to distribute then existing inventories of promotional literature, and (d) to purchase, receive, and distribute promotional literature for which Licensee is contractually obligated to purchase, all the foregoing (a)-(d) with respect to which the branding does not reflect changed guidelines (except where changes are required to be in compliance with Applicable Laws in the Territory). Licensee acknowledges and agrees that revisions of the Brand Standards Manual and the Co-Branding Guidelines are likely to occur in connection with the Spin-Off and Licensee agrees to promptly implement instructions from Licensor with respect to any brand or co-branding revisions to Liquid Coffee Products sold by Licensee hereunder. Notwithstanding anything herein to the contrary, and except for co-branding and amended branding as described herein, Licensee shall be deemed in compliance with this Section 3.1 if it uses the Licensed Trademarks in a manner consistent in all material respects as and to the extent used by Licensor and its Affiliates ...