Quality Control and Property Rights Sample Clauses

Quality Control and Property Rights. (i) Edgewell recognizes that the Licensed Trademarks, including the associated goodwill, have great value to Energizer. Edgewell covenants and agrees that all uses by it of the Licensed Trademarks during the Trademark License Term, including but not limited to all goodwill accrued by, and due to, Edgewell’s use of the Licensed Trademarks anywhere, shall inure solely to the benefit of Energizer. (ii) Edgewell covenants and agrees that it shall use the Licensed Trademarks only: (A) in a manner and form designed to maintain the high quality of the Licensed Trademarks and keeping with the image, reputation and goodwill symbolized by and associated with the Licensed Trademarks as of the Effective Time; (B) in a form and manner that is consistent with the use of the Licensed Trademarks in connection with the EPC Business as of the Effective Time; (C) in a manner and form that protects Energizer’s ownership interest therein; and (D) in a manner and form that complies with all applicable federal, state, local and foreign laws, rules and regulations. (iii) In order to ensure that Edgewell complies with the quality standards set forth in this Section, Energizer shall have the right, at any time and from time to time to request upon reasonable notice to Edgewell, and Edgewell shall provide, full and open access at reasonable times to the facilities at which Edgewell manufactures, processes, or warehouses products bearing the Licensed Trademarks in order to verify that the quality of products bearing the Licensed Trademarks is consistent with the standards imposed by this Agreement. (iv) In the event Energizer determines that any promotional materials or packaging licensed for use under this Agreement, or any products sold or offered for sale in any such packaging or advertised, marketed, or promoted using any such promotional materials fall below Energizer’s quality standards as set forth in Section 2(b)(ii) above, Energizer may notify Edgewell thereof in writing, providing Edgewell with an explanation as to how such promotional materials, packaging, or products fail to conform to such standards and Edgewell shall change such promotional materials, packaging, or products to conform thereto within a commercially reasonable time. (v) Edgewell, during the Term of this Agreement, in all public uses of the Licensed Trademarks, where commercially practicable and possible, will use its best efforts to indicate that the Licensed Trademarks are owned by Energizer; provided, h...