Quality Standards. (a) Licensee shall protect and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time. (b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times. (c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor. (d) Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law. (e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards at all times. (f) Licensor or its representative shall have the right to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement. (g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products. (h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP. (i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance. (j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products. (k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 2 contracts
Sources: License and Packaging Agreement (Wolverine Partners Corp.), License and Packaging Agreement (Wolverine Partners Corp.)
Quality Standards. (a) Licensee agrees that the Licensed ----------------- Articles shall be of a high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Property and the good will pertaining thereto. Licensee shall protect comply with all good manufacturing and maintain storage practices and all laws and regulations having application to the advertisement, production, labeling, packaging or sale of the Licensed IP by using Articles and shall provide Licensor and/or Prime Licensor with written certification that the Licensed IP strictly in compliance Articles meet all specifications required by law, industry standards, and applicable federal, state, and local regulatory bodies. At Licensor's and/or Prime Licensor's written request, Licensee agrees to provide Licensor and/or Prime Licensor with the terms results of this Agreement and by producing all laboratory testing of the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and Articles as otherwise promulgated by Applicable Law (“Quality Standards”), as a condition precedent to the same initial production of the Licensed Articles. Laboratory testing may be amended from time performed by Licensee; however, Licensor and Prime Licensor reserve the right to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and require Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with to submit representative samples of the Licensed Products Articles for inspection and approval testing at an outside testing service of Licensor's and/or Prime Licensor's choosing. Licensee shall pay all costs associated with any laboratory testing, whether conducted by Licensee or by an outside testing service. Licensee shall permit Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party and/or Prime Licensor reasonable access to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect any and all of Licensee’s 's facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice during regular business hours for the purpose of determining ascertaining Licensee's compliance with good manufacturing practices and Licensor's quality assurance requirements. Licensor and Prime Licensor expressly disclaim any liability arising by virtue of any right of consent or approval to, or of any act, product or practice of Licensee; the relationship between the parties being governed by Paragraph 14 and right to indemnification being governed by Paragraph 11 of this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 2 contracts
Sources: License Agreement (Famous Fixins Inc), License Agreement (Famous Fixins Inc)
Quality Standards. (a) 4.1 Licensee shall protect acknowledges that the Trademark has established extremely valuable goodwill and maintain is well recognized among consumers, and that it is of great importance to each party that in the sale and provision of the Licensed IP Services the high standards and reputation that Century 21 and the owner of the Trademark have established be maintained. Accordingly, all Licensed Services provided by using Licensee hereunder and the products sold or installed in connection therewith shall be of first class installation and of high quality as is consistent with the respective price of such Licensed Services and said products. All Licensed Services and the products sold or installed in connection therewith shall be commercially acceptable for the purposes for which they are sold.
4.2 Licensee may use the Trademark only pursuant to the specifications and designs for the Trademark approved in writing by Licensor or provided in writing by Licensor and only in the manner approved by Licensor with respect to the Licensed IP strictly in compliance with the terms Services. For any Trademark that is federally registered, appropriate notice of this Agreement and by producing the Licensed Products in strict compliance with and registration in accordance with the applicable laws or regulations of the applicable jurisdiction shall accompany uses of such trademarks (a small “R” within a circle in the United States) as necessary to obtain the maximum protection for trademarks under the applicable trademark law.
4.3 Licensee shall submit to Licensor for Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection review and prior written approval samples of each initial use of all materials of any nature bearing the Trademark. The foregoing notwithstanding, following approval by Licensor of the initial use, no additional approval will be required with respect to any minor alterations in the format, layout, or color (excluding any such changes to the Trademark) of approved materials or any changes in media sources, provided that any such new media sources are substantially identical in all material respects to those previously approved by Licensor and will not have an adverse effect on the Trademarks, and provided that in all other respects such materials are substantially identical to the sample previously approved by Licensor. Licensor agrees that all materials bearing the Trademark which previously have been approved for use by American Remodeling or Facelifters Home Systems, Inc. may be used by Licensee so long as the name “U.S. Remodelers, Inc.” has been substituted for the name of such entity.
4.4 Licensor shall promptly approve or disapprove all submitted samples within five (5) business days of receipt of such sample and shall not unreasonably withhold its approval. Licensee shall seek approval as early as reasonably possible prior to production or use of each respective item bearing the Trademark.
4.5 Licensee shall, upon request, permit Licensor to visit Licensee’s offices, work sites, or other places of business at any reasonable time, for inspection by Licensor’s representatives of files, documents, products, and other materials relating to the Licensor’s Licensed Services and products sold or installed in connection therewith at which time Licensor may take samples of such products and samples or copies of documents and other materials relating to the Licensed Services and such products, so long as taking such samples does not unreasonably interfere with Licensee’s ability to complete jobs which are in progress. The provisions of Section 17 shall apply to all Confidential Information obtained through or derived from such inspections.
4.6 Licensee shall prepare and maintain periodic (at least quarterly) summary reports of all customer complaints to any third party or government agency regarding the Licensed Services and products sold or installed in connection therewith during the Term, and upon request will promptly submit each such summary to Licensor following the end of each Quarter. In the event that, in the reasonable opinion of Licensor, there is a material increase in the level of registered customer complaints as a percentage of total jobs undertaken, Licensee, upon notification from Licensor, shall promptly meet with Licensor to discuss steps necessary to reduce the number and severity of such customer complaints. Licensee shall promptly thereafter undertake and shall diligently pursue remedial efforts necessary to reduce the level of customer complaints to a level reasonably satisfactory to Licensor.
(d) 4.7 Licensee shall, at Licensor’s request, provide Licensor with samples of represents and warrants that the Licensed Products Services and products sold or installed in connection therewith shall be furnished in a ▇▇▇▇▇▇▇-like manner and that all products, labor and materials shall be of high quality. Licensee further represents and warrants that each completed application or installation performed hereunder shall be of high quality and that all applied or installed products and their application or installation shall remain in good condition and be free from defects in materials and workmanship for inspection a period of at least one year from the date application or installation is completed. Licensee shall provide a written warranty to such effect to all of its customers for Licensed Services and approval by Licensor by and through Licensor’s designated agent products sold or installed in the Territory for such purposes; provided that nothing in this agreement shall require either party connection therewith conforming to take any action that may violate Applicable Lawapplicable law.
(e) 4.8 Licensee agrees to maintain and store raw materials adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its best efforts to adjust complaints of customers and resolve controversies with customers with respect to the sale or provision of the Licensed Products Services and products sold or installed in accordance with connection therewith. In the Quality Standards event Licensee receives any notice that any application or installation or product is defective, Licensee shall promptly investigate such complaint and shall promptly repair or replace any defective application or installation at all timesno additional cost pursuant to the terms of the written warranty. In the event any adjustment remains unsatisfactory to the customer, Licensee agrees that it will use its best efforts to satisfy the reasonable complaints to such customer.
(f) Licensor or its representative 4.9 All Contracts must be in writing and signed by the customer. Such contracts shall have be retained by Licensee for a period of not less than two years from the right to inspect any and all date of Licensee’s facilities used in connection with Licensee’s obligations receipt of full payment on the Contract. Each Contract will identify Licensee as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production vendor of the Licensed Productssubject matter of the Contract and that Licensee is a licensee and not a subsidiary, division or affiliate of Century 21, Licensor or HFS.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 2 contracts
Sources: License Agreement, License Agreement (Us Home Systems Inc)
Quality Standards. (a) Licensee shall protect MARKETING agrees that the nature and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used services rendered by MARKETING in connection with the Licensed IP for inspection Marks, all goods sold by MARKETING under the Licensed Marks, and prior written approval by Licensor.
(d) Licensee shallall related advertising, at Licensor’s request, provide Licensor with samples promotional and other related uses of the Licensed Products for inspection and approval Marks by Licensor MARKETING shall conform to reasonable standards set by and through Licensor’s designated agent in be under the Territory for such purposes; provided control of TM. MARKETING agrees that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies quality of all test results such services, goods, and advertising and promotional materials associated with the Licensed Products or products containing Marks shall be of the same quality as previously associated with the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such Marks. MARKETING further agrees that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance quality of doubtall such services, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant goods, and may not transfer to others for planting any seedadvertising, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics promotional and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production related uses of the Licensed Products.
(k) The parties covenant Marks shall conform with the standards, specifications, and agree thatinstructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, neither party nor MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of their agentsthe Licensed Marks with a new product, subsidiariesthen TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, affiliatesand TM shall give reasonable consideration to, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or an amended proposal for such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representativesnew product.
Appears in 2 contracts
Sources: Trademark License Agreement (Getty Realty Corp /Md/), Trademark License Agreement (Getty Realty Corp /Md/)
Quality Standards. Licensee agrees to comply and maintain compliance with the Quality Standards, specifications and rights of approval of Licensor with respect to any and all usage of the Licensed Marks and Licensed Copyright on or in relation to the Licensed Services, Portals, Marketing Materials and Promotional Products throughout the Term. To that end, any and all usage of the Licensed Marks and Licensed Copyright by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall comply with the following standards, specifications and rights of approval (the "Quality Standards"):
(a) Licensee shall protect and maintain use the Licensed IP by using Marks and the Licensed IP strictly Copyright only in compliance a style and manner commensurate with the terms of this Agreement current standards and by producing reputation for quality associated with the Licensed Products Marks and only in strict compliance with the style and manner that has been expressly approved in accordance with advance by Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as provided herein. Such approval is within the same may be amended from time sole discretion of Licensor acting in good faith and is designed to timeprotect the Licensed Marks and the Licensed Copyright and Licensor's rights therein.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply submit to Licensor for prior written approval prototypes of all products and materials including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks and/or the Licensed Copyright (the "Submitted Materials"). Such approval is within the sole discretion of Licensor acting in good faith. Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with said instructions those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Materials, Licensee may use such Submitted Materials in those styles and for such purposes, without material change, subject to periodic review by Licensor at all timesLicensor's request. Licensee shall not make any material change to the Submitted Materials as approved by Licensor without Licensor's prior written approval.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples The provisions of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.Section 7.4 of this Agreement;
(d) Licensee shallAll quality, at Licensor’s request, provide Licensor with samples style and image standards for use of the Licensed Products for inspection Marks and approval Licensed Copyrights delivered by Licensor to Licensee, including the LOONEY TUNES characters and ROAD RUNNER Style Guides and any other Style Guidelines delivered by Licensor to Licensee, however, it being understood and through Licensor’s designated agent agreed that any written instructions delivered from Licensor to Licensee shall take priority over such style guide in the Territory for such purposes; provided that nothing in this agreement shall require either party to take event of any action that may violate Applicable Law.conflict;
(e) Licensee agrees Licensor's Usage Guidelines, as in effect from time to maintain time and store raw materials and as currently set forth in the Licensed Products in accordance with the Quality Standards at all times.Style Guidelines; and
(f) Licensor or its representative shall have Licensor's Trade Dress guidelines as in effect from time to time and as currently set forth in the right Style Guidelines. Licensee acknowledges that the Quality Standards may be modified from time to inspect any time as may be necessary to continue to protect and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated hereinpreserve the image, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating reputation and goodwill attached to the Licensed IP or Marks and the Licensed ProductsCopyright.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 2 contracts
Sources: Brand License Agreement (Aol Time Warner Inc), Brand License Agreement (Aol Time Warner Inc)
Quality Standards. (a) The nature and quality of all services rendered by Licensee in connection with the Trademarks, all products, if any, sold or licensed by Licensee under the Trademarks, and all advertising, promotional, publicity, marketing, and related or other uses of the Trademarks by Licensee shall protect conform to the reasonable standards set by Licensor, provided that Licensee is advised reasonably in advance and maintain in writing of such standards. Without limiting the Licensed IP by using foregoing:
(i) Licensee shall use the Licensed IP strictly Trademarks in compliance accordance with the standards of quality associated with the Trademarks as of the date hereof and in a manner that is consistent with and that does not detract from the goodwill associated with the Trademarks;
(ii) Licensee shall provide Licensor with all materials and information that Licensor shall reasonably request regarding Licensee’s use of the Trademarks; and
(iii) Licensee shall not use the Trademarks in a manner contrary to the written directions of Licensor to the extent such directions are consistent with the terms of this Agreement and by producing shall use the Licensed Products Trademarks in strict compliance accordance with the written directions of Licensor to the extent such directions are consistent with the terms of this Agreement.
(b) Licensee shall comply at all times and at its sole expense with all applicable laws and regulations pertaining to the advertising, publicity, promotion, marketing, sale, license and distribution of products and services under the Trademarks and shall use the Trademarks only in accordance with the rules of proper trademark usage. Furthermore, Licensee’s presentation of the Trademarks shall be subject in each instance to Licensor’s reasonable standard trademark presentation guidelines, provided that Licensee is advised reasonably in advance and in writing of such guidelines (and such guidelines are applied, in all material respects, to Licensee in the same manner as such guidelines are applied to other licensees of the Trademarks). Licensee shall affix appropriate trademark notices and symbols on products or material containing the Trademarks in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all timesreasonable instructions.
(c) Licensee shallPeriodically, at Licensor’s upon request, provide but not more often than quarterly, Licensee shall furnish to Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection a reasonable and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect any and all sampling of Licensee’s facilities used in connection with Licensee’s obligations as contemplated hereinproduct and representative sampling of advertising, including but not limited to facilities where Licensed Products are cultivatedpromotion, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice publicity and marketing for the purpose of determining enabling Licensor to determine Licensee’s compliance with the quality standards provided in this Agreementparagraph 3.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 2 contracts
Sources: Master Agreement (Westwood One Inc /De/), Trademark License Agreement (Westwood One Inc /De/)
Quality Standards. (a) The Licensee shall protect undertakes that the design and maintain development of the Licensed IP by using the Licensed IP strictly in compliance with the terms Licensor's products as well as all advertising, promotions or other materials of this Agreement any and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used types prepared in connection with the Licensor's trademarks and the Licensor's licensed products shall be of a style, appearance and quality commensurate with the Licensee's other products. All use of the Licensor's trademarks and Licensor's Licensed IP for inspection and prior written Products shall be subject to approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide the Licensor with samples of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance conformity with the Quality Standards at all timesLicensor's then-current trademark guidelines. McAf▇▇.
(f) Licensor ▇▇▇ ▇▇▇ll use the "VirusScan" trademark or its representative shall have the right to inspect any and all such other of Licensee’s facilities used NAI's trademarks as NAI directs in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold any virus detection and cleaning technology provided by NAI hereunder (the "NAI Virus Mark"). Any bundled product of McAf▇▇.▇▇▇ ▇▇▇t includes any virus detection and cleaning technology provided by NAI hereunder shall contain a reasonably prominent NAI Virus Mark. ▇▇e Licensor may at any time upon reasonable advance notice for inspect any use of the purpose of determining compliance with this Agreement.
(g) Licensor's Trademarks, even if previously approved. If the Licensor determines that the Licensee is using the Licensor's Trademarks improperly, the Licensor shall notify the Licensee, and the Licensee shall notify Licensor use its best efforts to remedy the improper use within twenty two (242) hours upon discovery or suspicion business days following receipt of diversion, theft, loss, breach such notice. Licensee's use of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested Licensor's Trademarks in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection a manner inconsistent with this Agreement strictly comply at all times will all Applicable Laws in connection or inconsistent with any trademark guidelines supplied by the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics Licensor to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing shall constitute a Dispute within the Genetics for crop breedingmeaning of Section 13 hereof. The Licensee shall not harm, research, misuse or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from bring into disrepute the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed ProductsLicensor's Trademarks.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Sources: Technology Cross License Agreement (McAfee Com Corp)
Quality Standards. (a) A. Licensee shall protect understands and maintain acknowledges that Licensor has the right to establish and to change the standards of quality of the Licensed IP Goods identified by using the Licensed IP strictly in compliance with Marks, subject to the further terms of this Agreement and by producing Paragraph 4.
B. Licensor expressly adopts the standards of quality of the Licensed Products Goods identified by the Licensed Marks as they existed on the Effective Date (as defined below) of this Agreement.
C. Licensor agrees that it will maintain quality standards for the goods and services provided by Licensor and its licensees in strict compliance the Retained Businesses under those marks which are the same as or substantially similar to the Licensed Marks (hereinafter, the "Retained Marks") at a level consistent with or superior to the quality standards in effect for such trademarks of Licensor on the date of this Agreement, provided that Licensor may make reasonable modifications to such standards to conform them with quality standards for the Licensed Goods proposed by Licensee and approved by Licensor under sub-paragraph E, below. In order to permit Licensee to monitor Licensor's adherence to the foregoing covenant, Licensor further agrees that if it intends to enter into any new license with a third party to use any of the Retained Mark in connection with Licensor's Retained Busin▇▇▇▇s, Licensor shall submit the proposed quality standards for the goods or services to be offered under such license to the Licensee at least thirty (30) days prior to the date such license with the third party becomes a binding agreement of Licensor. If Licensee objects to the proposed standards during such thirty (30) day period, Licensor will not adopt such standards until the parties have resolved such objections.
D. Licensor agrees that it will not change the standards of quality for any of the Licensed Goods without giving Licensee at least sixty (60) days written notice of the change and, further, that any such changes will not be required to be made by the Licensee until the Licensee has exhausted its inventory of goods made in accordance with the Licensor’s quality 's prior standards. Licensee agrees to conform to such standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same Licensor may be amended establish from time to time, provided that the new standards do not (i) materially increase the cost of production or distribution of the Licensed Goods affected by such changes over the existing standards, (ii) materially depart from the quality standards established by Licensor for the Retained Businesses, or (iii) materially depart from the quality standards in effect as of the Effective Date.
E. Licensee may propose new standards for adoption by Licensor for Additional Goods (b) Licensor will provide instructions on the proper nutrientsas defined in P. 5, dryingbelow), and curing processit may suggest changes in existing standards for the Licensed Goods bearing the Licensed Marks. Such proposed standards shall be submitted in writing for approval by Licensor, which preserves approval shall not be withheld or delayed if such proposed standards are consistent with existing standards applicable to the highest quality possible product for Licensed Goods and the Genetics and Retained Businesses. If the Licensor does not respond in writing to the Licensee regarding such new or changed standards within thirty (30) days of its receipt of the Licensee's written proposal, the Licensor's consent thereto shall strictly comply with said instructions at all timesbe conclusively presumed.
(c) F. Licensee shallagrees to furnish to Licensor, at Licensor’s 's request, provide Licensor with a reasonable number of samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with each of the Licensed IP for inspection Goods identified by the Licensed Marks, without cost to Licensor, not to exceed twenty (20) samples of any one product in any one year period. Additional samples shall be furnished to Licensor at its request and prior written approval by Licensor.
(d) Licensee shallexpense, at Licensor’s request, provide Licensor with based on Licensee's wholesale price plus shipping. The limitation of this paragraph shall not apply to samples of the Licensed Products Goods which are necessary for inspection and approval by Licensor by and through Licensor’s designated agent to obtain or maintain the registration of the Licensed Marks or for the enforcement of rights in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Lawmarks.
(e) G. Licensee agrees to maintain and store raw materials and shall not advertise, distribute, offer for sale, render, or sell Licensed Goods identified by the Licensed Products in accordance with Marks which do not meet the Quality Standards at all times.
(f) Licensor or its representative quality standards established hereby. However, Licensee shall have the right to dispose of any Licensed Goods not made in accordance with the Licensor's standards or which are no longer in style in accordance with the then prevailing custom and practice of the trade for like goods.
H. Licensee shall permit Licensor or its designees to inspect any Licensee's premises, facilities, and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated hereinequipment, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice during normal business hours for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to insuring Licensor's control over the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production quality of the Licensed ProductsGoods identified by the Licensed Marks. Licensee, however, shall not be required to permit any such inspection by Licensor where the inspection would disclose one or more trade secrets of the Licensee.
(k) The parties covenant and agree thatI. So long as Jack W. Nicklaus is actively involved in the mana▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇or, during all final decisions by Licensor regarding the term standards of this Agreementquality or the approval or disapproval of Additional Goods shall be made personally by Jack W. Nicklaus, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or unless Licensee waives such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representativesrequirement.
Appears in 1 contract
Quality Standards. Licensee agrees that its failure to meet the standards and conduct set forth in this Section 10 (the “Quality Standards”) and the Cultivation Quality Standards shall constitute a material breach of this Agreement.
(a) Licensee shall protect and maintain the Licensed IP Property by using the Licensed IP Property strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D E attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”)hereto, as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP Property for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take transport cannabis products, including but not limited to the Licensed Products, across any action that may violate Applicable Lawstate or national borders.
(e) Licensee shall, at Licensor’s request, provide Licensor with high-resolution photos of Cultivated Flower and Licensed Products.
(f) Licensee agrees to maintain maintain, store, and store transport raw materials and the Licensed Products in accordance with the Quality Standards at all times.
(fg) Licensor or its representative shall have the right to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(gh) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP Property or the Licensed Products.
(hi) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to provide Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IPProperty.
(ij) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(jk) Licensee agreesagrees that: (i) that during cultivation it will keep the Licensed IP Property separate and distinct from the other varieties it grows, such that the Licensed IP is Genetics are not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP Property at Licensee’s Cultivation Premises Facilities in the manufacture or production of the Licensed Products; and (vi) Licensee may not package flower cultivated from the Genetics in packaging other than Branded Packaging unless approved in writing by Licensee.
(kl) The parties covenant Licensee covenants and agree agrees that, during the term of this Agreement, neither party it nor any of their its agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other partyor negative toward Licensor, any IP Owner, its or their products or services, or such parties parties’ subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives, or any of their products or services.
Appears in 1 contract
Quality Standards. Licensee agrees that its failure to materially meet the standards and comply with the required conduct set forth in this Section 10 (the “Quality Standards”) and the Manufacturing Quality Standards shall constitute a material breach of this Agreement.
(a) Licensee shall protect and maintain the Licensed IP Property by using the Licensed IP strictly Property in compliance with the terms of this Agreement and by producing the Licensed Approved Licensor Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to timehereto.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks and/or Copyrights or used in connection with the Licensed IP Property for inspection and prior written approval by Licensor. If the Licensor approves any of the above, the Licensee shall not be required to submit any samples or usages of substantially similar packaging, marketing, advertising, or any other such material.
(dc) Subject to Applicable Law, Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Approved Licensor Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take . If the Licensor approves any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and such Approved Licensor Products, the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify not have a duty to submit samples of the same Approved Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(id) Licensor shall have the right to rely on Licensee to: :
(i) strictly materially comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Approved Licensor Products in the Territory; ;
(ii) ensure that make commercially reasonable efforts to cause all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly to materially comply at all times will with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Approved Licensor Products in the Territory; and and
(iii) regularly monitor and audit such strict material compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Sources: License and Distribution Agreement (22nd Century Group, Inc.)
Quality Standards. (a) 6.1 Licensee shall protect and maintain agrees that the Licensed IP by using the Licensed IP strictly in compliance with the terms nature of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.of:
(b1) Licensor will provide instructions on the proper nutrientsall services rendered and goods produced, drying, and curing process, which preserves the highest quality possible product for the Genetics and sold or distributed by Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection Marks; and (2) all related advertising, promotional, and other related uses of the Marks by Licensee shall confirm to standards set by, and be under the control of, Licensor. All such uses shall require prior written approval consent by Licensor. Any different usage also shall require written consent by Licensor.
(d) 6.2 Licensee shallagrees to cooperate with Licensor in facilitating Licensor's control of the nature and quality of goods and services rendered by Licensee in connection with the license granted hereunder, to permit reasonable, periodic inspection of Licensee's operations, at Licensor’s requestreasonable times and with reasonable notice, provide and to supply Licensor with samples details of all uses of the Licensed Products for inspection Marks upon request. Licensee shall comply with applicable laws and approval regulations and obtain all appropriate governmental approvals pertaining to the production, distribution, and sale and promotion of goods and services rendered by Licensor Licensee in connection with the Marks.
7.1 Licensee shall include the Marks on or with all Events-related products and materials sold or distributed under the Marks and shall include all notices and legends with respect to the Marks as are or may be required by applicable law or which may be reasonably requested by Licensor.
7.2 Licensee acknowledges the ownership of the Marks by Licensor, agrees that it will do nothing inconsistent with such ownership, and through that all use of the Marks by Licensee and all goodwill developed therefrom shall inure to the benefit of and be on behalf of Licensor’s designated agent in the Territory for such purposes; provided . Licensee agrees that nothing in this agreement Agreement shall require either party Licensee any right, title, or interest in the Marks other than the right to take any action that may violate Applicable Law.
(e) Licensee agrees use the Marks other than the right to maintain and store raw materials and use the Licensed Products Marks in accordance with the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect any this Agreement and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer challenge the title of Licensor to others for planting any seed, plants, the Marks or cuttings that challenge the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term validity of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Sources: Trademark License Agreement (Zd Inc)
Quality Standards. (a) 4.1 Licensee shall protect acknowledges that the Trademark has established extremely valuable goodwill and maintain is well recognized among consumers, and that it is of great importance to each party that in the sale and provision of the Licensed IP Services the high standards and reputation that Century 21 and the owner of the Trademark have established be maintained. Accordingly, all Licensed Services provided by using Licensee hereunder and the products sold or installed in connection therewith shall be of first class installation and of high quality as is consistent with the respective price of such Licensed Services and said products. All Licensed Services and the products sold or installed in connection therewith shall be commercially acceptable for the purposes for which they are sold.
4.2 Licensee may use the Trademark only pursuant to the specifications and designs for the Trademark approved in writing by Licensor or provided in writing by Licensor and only in the manner approved by Licensor with respect to the Licensed IP strictly in compliance with the terms Services. For any Trademark that is federally registered, appropriate notice of this Agreement and by producing the Licensed Products in strict compliance with and registration in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and the applicable laws or regulations of the applicable jurisdiction shall accompany uses of such trademarks (a small "R" within a circle in the United States) as otherwise promulgated by Applicable Law (“Quality Standards”), as necessary to obtain the same may be amended from time to timemaximum protection for trademarks under the applicable trademark law.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and 4.3 Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at submit to Licensor for Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection 's review and prior written approval samples of each initial use of all materials of any nature bearing the Trademark. The foregoing notwithstanding, following approval by Licensor of the initial use, no additional approval will be required with respect to any minor alterations in the format, layout, or color (excluding any such changes to the Trademark) of approved materials or any changes in media sources, provided that any such new media sources are substantially identical in all material respects to those previously approved by Licensor and will not have an adverse effect on the Trademarks, and provided that in all other respects such materials are substantially identical to the sample previously approved by Licensor. Licensor agrees that all materials bearing the Trademark which previously have been approved for use by American Remodeling or Facelifters Home Systems, Inc. may be used by Licensee so long as the name "U.S. Remodelers, Inc. "has been substituted for the name of such entity.
4.4 Licensor shall promptly approve or disapprove all submitted samples within five (5) business days of receipt of such sample and shall not unreasonably withhold its approval. Licensee shall seek approval as early as reasonably possible prior to production or use of each respective item bearing the Trademark.
4.5 Licensee shall, upon request, permit Licensor to visit Licensee's offices, work sites, or other places of business at any reasonable time, for inspection by Licensor's representatives of files, documents, products, and other materials relating to the Licensor's Licensed Services and products sold or installed in connection therewith at which time Licensor may take samples of such products and samples or copies of documents and other materials relating to the Licensed Services and such products, so long as taking such samples does not unreasonably interfere with Licensee's ability to complete jobs which are in progress. The provisions of Section 17 shall apply to all Confidential Information obtained through or derived from such inspections.
4.6 Licensee shall prepare and maintain periodic (at least quarterly) summary reports of all customer complaints to any third party or government agency regarding the Licensed Services and products sold or installed in connection therewith during the Term, and upon request will promptly submit each such summary to Licensor following the end of each Quarter. In the event that, in the reasonable opinion of Licensor, there is a material increase in the level of registered customer complaints as a percentage of total jobs undertaken, Licensee, upon notification from Licensor, shall promptly meet with Licensor to discuss steps necessary to reduce the number and severity of such customer complaints. Licensee shall promptly thereafter undertake and shall diligently pursue remedial efforts necessary to reduce the level of customer complaints to a level reasonably satisfactory to Licensor.
(d) 4.7 Licensee shall, at Licensor’s request, provide Licensor with samples of represents and warrants that the Licensed Products Services and products sold or installed in connection therewith shall be furnished in a ▇▇▇▇▇▇▇-like manner and that all products, labor and materials shall be of high quality. Licensee further represents and warrants that each completed application or installation performed hereunder shall be of high quality and that all applied or installed products and their application or installation shall remain in good condition and be free from defects in materials and workmanship for inspection a period of at least one year from the date application or installation is completed. Licensee shall provide a written warranty to such effect to all of its customers for Licensed Services and approval by Licensor by and through Licensor’s designated agent products sold or installed in the Territory for such purposes; provided that nothing in this agreement shall require either party connection therewith conforming to take any action that may violate Applicable Lawapplicable law.
(e) 4.8 Licensee agrees to maintain and store raw materials adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its best efforts to adjust complaints of customers and resolve controversies with customers with respect to the sale or provision of the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor Services and products sold or its representative shall have the right to inspect any and all of Licensee’s facilities used installed in connection with Licensee’s obligations as contemplated hereintherewith. In the event Licensee receives any notice that any application or installation or product is defective, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery promptly investigate such complaint and shall promptly repair or suspicion of diversion, theft, loss, breach of security, replace any defective application or any other criminal activity relating installation at no additional cost pursuant to the Licensed IP or terms of the Licensed Products.
(h) written warranty. In the event any adjustment remains unsatisfactory to the customer, Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will use its best efforts to satisfy the reasonable complaints to such customer.
4.9 All Contracts must be in writing and signed by the customer. Such contracts shall be retained by Licensee for a period of not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced less than two years from the Genetics other than to make agronomic comparisons and conduct yield testing for date of Licensee’s own use; and (v) 's receipt of full payment on the Contract. Each Contract will identify Licensee will use only as the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production vendor of the Licensed Productssubject matter of the Contract and that Licensee is a licensee and not a subsidiary, division or affiliate of Century 21, Licensor or HFS.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Quality Standards. (ai) Licensee shall protect LICENSEE acknowledges that the quality of Licensed Products must be the highest in order to preserve and maintain LICENSOR's reputation and the Licensed IP by using goodwill inherent in the Licensed IP strictly in compliance Trademarks, and agrees that failure to adhere to LICENSOR's quality standards as set forth on Exhibit E hereto ("Standards") will impair the value and goodwill associated with the terms Trademarks. LICENSEE therefore agrees that prior to the sale of this Agreement and by producing a Licensed Product, it shall follow the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed material submission procedures as provided on Exhibit D attached F hereto and utilize the submission form as otherwise promulgated by Applicable Law set forth on Exhibit G hereto. LICENSEE shall submit three (“Quality Standards”), as the same may be amended from time to time.
(b3) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and Product, together with a copy of the Licensed Product specifications (“Specifications”), to LICENSOR for written approval, as provided on Exhibit F hereto. LICENSOR shall use reasonable efforts to provide written approval or disapproval of any Licensed Products in accordance with the Quality Standards at all times.
within fifteen (f15) Licensor business days after receipt thereof. LICENSOR’s failure to approve or disapprove within such period shall be deemed disapproval, unless LICENSOR subsequently notifies LICENSEE of its representative written approval. LICENSOR shall have the right right, in its sole discretion, to inspect approve or disapprove any Licensed Products. Once LICENSOR's final review and all of Licenseeapproval has been obtained, LICENSEE agrees that it shall not deviate from the approved samples and Specifications without LICENSOR’s facilities used in connection with Licensee’s obligations as contemplated herein, including but written approval. If LICENSOR determines that the Licensed Product does not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating conform to the approved samples and Specifications, LICENSEE shall immediately stop the manufacture, distribution and sale of the nonconforming Licensed IP or Product. Failure to follow the Licensed Products.
(h) Licensee agrees procedures as provided on Exhibit F hereto shall deem all materials unapproved and subject to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have immediate recall. LICENSOR reserves the right to rely on Licensee to: change the material submission procedures and form. LICENSEE further agrees to comply with LICENSOR's Quality Requirements as they relate to Acceptable Quality Levels (iAQLs) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliancefor product quality.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Quality Standards. (a) Licensee shall protect LICENSEE acknowledges that the quality of Licensed Products must be the highest in order to preserve and maintain LICENSOR's reputation and the Licensed IP by using goodwill inherent in the Licensed IP strictly in compliance Trademark, and agrees that failure to adhere to LICENSOR's quality standards as set forth on Exhibit C hereto (“Standards”) will impair the value and goodwill associated with the terms Trademark. LICENSEE therefore agrees that prior to the first sale of this Agreement any Licensed Product bearing any new or modified Trademarks, or manufactured using any process or facility other than those used immediately prior to the Closing, and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended thereafter from time to time.
time following LICENSOR’s reasonable written request, but in no event, without good reason, in excess of once every twelve (b12) Licensor will provide instructions on the proper nutrientsmonths, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee it shall, at Licensor’s requestits expense, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
submit three (d3) Licensee shall, at Licensor’s request, provide Licensor with representative production samples of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products Product, in accordance with the Quality Standards at Specifications, all times.
documentation describing use and application of such Licensed Product, to LICENSOR for written approval. LICENSOR shall provide written approval or disapproval of any Licensed Products within five (f5) Licensor business days after receipt thereof, with such approval not to be unreasonably withheld. LICENSOR’s failure to approve or its representative disapprove within such period shall be deemed approval. LICENSOR shall have the right right, in its reasonable discretion, to inspect approve or disapprove any Licensed Products. Once LICENSOR's final review and all of Licenseeapproval have been obtained, LICENSEE agrees that it shall not deviate from the approved samples, Standards and Specifications without LICENSOR’s facilities used in connection with Licensee’s obligations as contemplated herein, including but written approval. If LICENSOR determines that the Licensed Product does not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating conform to the Licensed IP or approved samples, Standards and Specifications, LICENSEE shall immediately stop the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or and sale of the nonconforming Licensed Product and conform Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licenseeper LICENSOR’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliancereasonable request.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Sources: Purchase Agreement (CareDx, Inc.)
Quality Standards. (a) 4.1 Licensee shall protect acknowledges that the Trademark has established extremely valuable goodwill and maintain is well recognized among consumers, and that it is of great importance to each party that in the sale and provision of the Licensed IP Services the high standards and reputation that Century 21 and the owner of the Trademark have established be maintained. Accordingly, all Licensed Services provided by using Licensee hereunder and the products sold or installed in connection therewith shall be of first class installation and of high quality as is consistent with the respective price of such Licensed Services and said products. All Licensed Services and the products sold or installed in connection therewith shall be commercially acceptable for the purposes for which they are sold.
4.2 Licensee may use the Trademark only pursuant to the specifications and designs for the Trademark approved in writing by Licensor or provided in writing by Licensor and only in the manner approved by Licensor with respect to the Licensed IP strictly in compliance with the terms Services. For any Trademark that is federally registered, appropriate notice of this Agreement and by producing the Licensed Products in strict compliance with and registration in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and the applicable laws or regulations of the applicable jurisdiction shall accompany uses of such trademarks (a small "R" within a circle in the United States) as otherwise promulgated by Applicable Law (“Quality Standards”), as necessary to obtain the same may be amended from time to timemaximum protection for trademarks under the applicable trademark law.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and 4.3 Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at submit to Licensor for Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection 's review and prior written approval samples of each initial use of all materials of any nature bearing the Trademark. The foregoing notwithstanding, following approval by Licensor of the initial use, no additional approval will be required with respect to any minor alterations in the format, layout, or color (excluding any such changes to the Trademark) of approved materials or any changes in media sources, provided that any such new media sources are substantially identical in all material respects to those previously approved by Licensor and will not have an adverse effect on the Trademarks, and provided that in all other respects such materials are substantially identical to the sample previously approved by Licensor. Licensor agrees that all materials bearing the Trademark which previously have been approved for use by American Remodeling, Inc. may be used by Licensee so long as Licensee's legal name has been substituted for the name of such entity.
4.4 Licensor shall promptly approve or disapprove all submitted samples within five (5) business days of receipt of such sample and shall not unreasonably withhold its approval. Licensee shall seek approval as early as reasonably possible prior to production or use of each respective item bearing the Trademark. Unless Licensee receives from Licensor written approval or disapproval (together with specific reasons for any such disapproval) at the end of such twenty (20) day business day period, such samples shall be deemed approved by Licensor.
(d) 4.5 Licensee shall, at Licensor’s upon prior written request, provide permit Licensor with to visit Licensee's offices, work sites, or other places of business at any reasonable time, for inspection by Licensor's representatives of files, documents, products, and other materials relating to the Licensor's Licensed Services and products sold or installed in connection therewith at which time Licensor may take samples of such products and samples or copies of documents and other materials relating to the Licensed Products for inspection Services and approval by such products, so long as taking such samples does not unreasonably interfere with Licensee's ability to complete jobs which are in progress. The provisions of Section 17 shall apply to all Confidential Information obtained through or derived from such inspections.
4.6 Licensee shall prepare and maintain periodic (at least quarterly) summary reports of all customer complaints to any third party or Government agency regarding the Licensed Services and products sold or installed in connection therewith during the Term, and upon request will promptly submit each such summary to Licensor by and through Licensor’s designated agent following the end of each Quarter. In the event that, in the Territory for reasonable opinion of Licensor, there is a material increase in the level of registered customer complaints as a percentage of total jobs undertaken, Licensee, upon notification from Licensor, shall promptly meet with Licensor to discuss steps necessary to reduce the number and severity of such purposes; provided that nothing in this agreement customer complaints. Licensee shall require either party promptly thereafter undertake and shall diligently pursue remedial efforts necessary to take any action that may violate Applicable Lawreduce the level of customer complaints to a level satisfactory to Licensor.
(e) 4.7 Licensee represents and warrants that the Licensed Services and products sold or installed in connection therewith shall be furnished in a workmanlike manner and that all products, labor and materials shall be of high quality. Licensee further represents and warrants that each completed application or installation performed hereunder shall be of high quality and that all applied or installed products and their application or installation shall remain in good condition and be free from defects in materials and workmanship for a period of at least one year from the date application or installation is completed. Licensee shall provide a written warranty to such effect to all of its customers for Licensed Services and products sold or installed in connection therewith conforming to applicable law.
4.8 Licensee agrees to maintain and store raw materials adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its best efforts to adjust complaints of customers and resolve controversies with customers with respect to the sale or provision of the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor Services and products sold or its representative shall have the right to inspect any and all of Licensee’s facilities used installed in connection with Licensee’s obligations as contemplated hereintherewith. In the event Licensee receives any notice that any application or installation or product is defective, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery promptly investigate such complaint and shall promptly repair or suspicion of diversion, theft, loss, breach of security, replace any defective application or any other criminal activity relating installation at no additional cost pursuant to the Licensed IP or terms of the Licensed Products.
(h) written warranty. In the event any adjustment remains unsatisfactory to the customer, Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will use its best efforts to satisfy the reasonable complaints to such customer.
4.9 All Contracts must be in writing and signed by the customer. Such contracts shall be retained by Licensee for a period of not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced less than two years from the Genetics other than to make agronomic comparisons and conduct yield testing for date of Licensee’s own use; and (v) 's receipt of full payment on the Contract. Each Contract will identify Licensee will use only as the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production vendor of the Licensed Productssubject matter of the Contract and that Licensee is a licensee and not a subsidiary, division or Affiliate of Century 21, Licensor or HFS.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Quality Standards. (a) a. Licensee shall protect acknowledges Pillsbury's right to approve the quality, style and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples appearance of the Licensed Products for inspection and approval by Licensor by Associated Materials and through Licensor’s designated agent any other materials used in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Lawconnection therewith.
(e) b. Licensee agrees to maintain manufacture the Licensed Products at Licensee-owned manufacturing facilities, or any other facility approved in advance by Pillsbury, which approval shall not be unreasonably withheld or delayed. Pillsbury shall be permitted to audit the manufacturing of the Licensed Products at such facilities. If, with Pillsbury's prior written approval, Licensee subcontracts the manufacture of the Licensed Products, Licensee shall ensure that such subcontractor both complies and store is contractually obligated to comply with the provisions of Paragraph 3(e) below, provided, however, Licensee shall remain fully and primarily liable to Pillsbury under this Agreement for the performance of any such subcontractors.
c. Upon execution hereof, Licensee shall submit to Pillsbury for Pillsbury's modification (if deemed necessary by Pillsbury) and approval, a Product Manual containing good manufacturing practices; plant quality control procedures; consumer and manufacturing complaint procedures; product recall and withdrawal procedures; audit and inspection procedures; and finished product ingredient specifications and shelf life for the Licensed Products. With respect to the Licensed Products, Licensee shall adhere to the practices, procedures, specifications and quality programs contained in the Product Manual as approved by Pillsbury. Upon approval by Pillsbury, the Product Manual shall be deemed incorporated in its entirety into this Agreement.
d. Licensee shall comply with the methods of testing raw materials materials, ingredients and the packaging materials, and finished Licensed Products in accordance with state and federal standards and in accordance with the Quality Standards Product Manual. No material alterations, modifications or other changes to the Licensed Products or Product Manual shall be made after their initial approval without further written approval of Pillsbury. Licensee shall maintain its manufacturing facilities and equipment in a clean and sanitary manner and in good working order. License shall conduct, at all timesits own expense, certain tests of the Licensed Products pursuant to the quality standards set forth in the Product Manual and which test results shall, at Pillsbury's request, be delivered by Licensee to Pillsbury; provided, however, Licensee shall immediately advise Pillsbury of results that indicate material noncompliance with the Product Manual and upon instruction of Pillsbury immediately correct such defects.
(f) Licensor e. Licensee acknowledges and agrees that Pillsbury, or its representative a mutually acceptable third party, may inspect, or cause to be inspected, on reasonable notice, and subject to the Confidentiality Agreement between the parties executed on December 12, 1996, the following: manufacturing, warehouse and distribution facilities, ingredients and raw materials, and finished and in- process Licensed Products, and Pillsbury may audit or cause to be audited Licensee's quality control and sanitation programs. After each inspection and audit, Pillsbury will submit reports to Licensee, instructing corrective action if the facility, program or condition does not meet the requirements set forth in Title 21 of the Code of Federal Regulations and Chapters 3 and 4 of the Federal Food Drug and Cosmetic Act, as amended, or does not comply with the Product Manual. Licensee agrees to implement the necessary corrective action within a reasonable time; provided, however, Licensee shall immediately suspend utilizing a manufacturing and/or warehouse facility, when in Pillsbury's reasonable judgment, a defect or condition is found that causes or may cause a material health or safety risk. Licensee shall, for as long as the health or safety risk is present, refrain from utilizing the affected facility to make the Products. If Licensee continues to utilize the affected facility to manufacture the Products, Pillsbury shall have the right to inspect any and all immediately terminate or suspend this Agreement. Should this Agreement be so terminated or suspended, Licensee shall have no cause of Licensee’s facilities used action against Pillsbury in connection with Licensee’s obligations as contemplated hereinsuch termination or suspension, including but not limited to facilities where Licensed Products are cultivatedto, manufactured, warehoused, distributed, marketedany claim for damages or compensation for losses or expenses incurred, or sold upon reasonable advance notice for the purpose lost profits. Licensee agrees to incorporate provisions consistent herewith into any agreement with any third parties whom Licensee may employ to manufacture, distribute or store any Products or components of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and ▇. ▇▇▇▇▇▇▇▇▇ has the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the unqualified right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale withdraw its approval of Licensed any Products in the Territory; (ii) ensure event that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection their quality ceases to materially conform with the cultivation, manufacture, distribution and/or sale of Licensed Products specifications set forth in the Territory; Product Manual. Pillsbury has the unqualified right to withdraw its approval of any Associated Materials in the event that their quality ceases to materially conform with Pillsbury's standards for quality and (iii) regularly monitor and audit such strict compliancefor intellectual property protection.
(j) g. From time to time during the Term, Pillsbury may make any changes to the Product Manual or the standards of quality for Associated Materials. Licensee agrees: (i) that during cultivation it will keep shall adhere to the Licensed IP separate so changed Product Manual and distinct from the other varieties it grows, standards of quality for Associated Materials unless such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in changes render the manufacture or production the affected Products impossible or commercially nonfeasible as measured by comparable branded products of Licensee.
h. From time to time, at Pillsbury's request, Licensee shall submit to Pillsbury, a reasonable quantity of representative Products and Associated Materials.
i. Licensee will submit to Pillsbury, for prior and prompt approval, samples of the Licensed Products prior to the first shipment date of the Products. Pillsbury shall make best efforts to approve or reject the Products within ten (10) business days of receipt of the samples from Licensee. Pillsbury shall advise Licensee of the reason for the rejection of any Products. Licensee shall make changes to the rejected Products to the reasonable satisfaction of Pillsbury prior to their sale or distribution.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Sources: Trademark License Agreement (American Crystal Sugar Co /Mn/)
Quality Standards. (a) Licensee shall protect and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) a. Licensor shall have the right to rely on control the quality of the Product sold under the Licensed ▇▇▇▇ solely as provided herein. Licensee to: (i) strictly comply shall furnish to Licensor, at all times with all Applicable Laws in connection with no expense to Licensor, pre-production samples of the cultivation, manufacture, distribution and/or sale of Licensed Products Product in the Territory; (iiform that Licensee intends to manufacture and sell under the Licensed ▇▇▇▇ to allow Licensor to review the quality of the Product, which shall be of a quality at least equal to that of Licensee's other fuse products in production. Thereafter, upon the request of Licensor, Licensee shall furnish, at no expense to Licensor, production samples of the Product Licensee intends to sell under the Licensed ▇▇▇▇ to allow Licensor to monitor the quality of the Product.
b. Licensee agrees to adopt the level of quality as set forth in Section 3(a) ensure that all others authorized hereof for the Product manufactured and sold under the Licensed ▇▇▇▇ as the minimum standard of quality for the Product.
c. Licensor shall have the right to request Licensee to make any changes and/or corrections to the Product manufactured and sold by Licensee under the Licensed ▇▇▇▇ as may be required to maintain the quality standard prescribed by Licensor in Section 3(a) above, and Licensee agrees to make and incorporate said changes or acting on corrections at Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; 's sole cost and (iii) regularly monitor and audit such strict complianceexpense.
(j) d. Licensee agrees: (i) that during cultivation it will keep shall utilize the Licensed IP separate ▇▇▇▇ in accordance with Section 3.5 of the License Agreement. Upon Licensor's request, Licensee shall furnish to Licensor, at no expense to Licensor, samples of all literature and distinct from materials containing the other varieties it grows, such Licensed ▇▇▇▇ that Licensee distributes or intends to distribute. Licensor shall have the right to control the quality of all marketing materials bearing the Licensed ▇▇▇▇ and Licensee's use of the Licensed ▇▇▇▇ solely as provided herein. If Licensor believes that the Licensed IP ▇▇▇▇ is not cross-bred being used in a manner that could diminish Licensor's rights in or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production protection of the Licensed Products▇▇▇▇, Licensee agrees, at Licensee's sole cost and expense, to make whatever reasonable changes and/or corrections Licensor deems necessary to protect the Licensed ▇▇▇▇.
(k) The parties covenant and agree thate. Licensee agrees that it shall not engage, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, participate or directors, shall otherwise become involved in any way, directly activity or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms course of action that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, diminishes and/or tarnishes the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representativesimage and/or reputation of the Licensed ▇▇▇▇.
Appears in 1 contract
Sources: Intellectual Property Rights License Agreement (Oryx Technology Corp)
Quality Standards. (a) Licensee shall protect agrees to comply and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, specifications and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide rights of approval of Licensor with samples of respect to any and all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples usage of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent Marks on or in the Territory for such purposes; provided that nothing in this agreement shall require either party relation to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Services, Portals, Marketing Materials and Promotional Products in accordance with throughout the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect Term. To that end, any and all usage of the Licensed Marks by Licensee’s facilities used in connection , Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall comply with Licensee’s obligations as contemplated hereinthe following standards, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for specifications and rights of approval (the purpose of determining compliance with this Agreement."Quality Standards"):
(g) a. Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to use the Licensed IP or Marks only in a style and manner commensurate with the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law current standards and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results reputation for quality associated with the Licensed Products or products containing Marks and only in the style and manner that has been expressly approved in advance by Licensor as provided herein. Such approval is designed to protect the Licensed IP.▇▇▇▇ and Licensor's rights therein and will not be unreasonably withheld, it being understood and agreed that it shall not be unreasonable for Licensor to disapprove if Licensor believes in good faith that such disapproval is appropriate to preserve the Licensed Marks or the goodwill associated therewith;
b. At Licensor's reasonable request, Licensee shall submit to Licensor for prior written approval prototypes of products and materials, including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks (i) the "Submitted Materials"), such approval not to be unreasonably withheld, it being understood and agreed that it shall not be unreasonable for Licensor to disapprove any Submitted Material if Licensor believes in good faith that such disapproval is appropriate to preserve the Licensed Marks or the goodwill associated therewith. Licensor shall have provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the right event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to rely on Licensee to: (iLicensor for approval. Provided Licensor has given approval of the style(s) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (iiand general use(s) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Submitted Material, Licensee may use such Submitted Material in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall not conduct research on Licensee’s crop produced from make any material change to the Genetics other than to make agronomic comparisons Submitted Materials as approved by Licensor without Licensor's prior written approval;
c. The provisions of Section 7.4 of this Agreement; and
d. All quality, style and conduct yield testing image standards for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed ProductsMarks delivered by Licensor to Licensee, including the style guide located at ▇▇▇▇://▇▇▇.
(k) The parties covenant ▇▇▇▇▇▇▇.▇▇▇, and agree thatthe Co-Marketing Guidelines, during Usage Guidelines and Trade Dress Guidelines set forth therein, however, it being understood and agreed that any written instructions delivered from Licensor to Licensee shall take priority over such style guide in the term event of this Agreementany conflict. Licensee acknowledges that the Quality Standards may be modified from time to time as may be necessary to continue to protect and preserve the image, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause reputation and goodwill attached to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representativesLicensed Marks.
Appears in 1 contract
Sources: Brand and Trade Name License Agreement (Aol Time Warner Inc)
Quality Standards. (a) Licensor acknowledges that it has approved Licensee’s current use of the Marks on Licensee’s Products in existence on the Effective Date and in advertising and promotional materials, including but not limited to: (i) Licensee’s uses on binders, tradeshow booths, letterhead, and other marketing materials; and (ii) the uses in the Licensee’s catalogs, fliers, post cards, web pages and other marketing materials. Licensor further acknowledges and agrees that any use by Licensee or Permitted Third Parties of the Marks on Licensee’s Products or on Licensee’s advertising and marketing material that does not materially differ from the uses by Licensee prior to the Effective Date (including but not limited to replicating such uses on Internet web pages, fliers, mailers, catalogs and other advertising pieces) will not require any additional approvals. Licensee shall protect revise any photographs in its catalogs and maintain on its websites that do not reflect the Licensed IP type style requested by using Licensor as of the Licensed IP strictly in compliance with the terms date of this Agreement and by producing the Licensed Products such revisions shall be reflected in strict compliance with and in accordance with LicensorLicensee’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to timeSpring 2011 catalog.
(b) Licensor will provide instructions Subject to the foregoing, prior to any use of any of the Marks on the proper nutrientsany new products or new advertising/marketing, dryingLicensee shall furnish to Licensor, and curing process, which preserves the highest quality possible product for the Genetics approval of Licensor, samples and mock-ups of all Licensee Products and copies of all formats of all advertising and promotional material on which any such Marks appear (the “Materials”). All samples and mock-ups shall be sent in accordance with the Notice provisions set forth in Section 17 hereof. Licensor shall have the right to approve all Licensee Products or Materials or to require Licensee, as a condition to Licensor's approval, to make alterations or modifications to such Licensee Products or Materials and promptly resubmit the same to Licensor. Such approval shall not be unreasonably withheld. Any Licensee Products and/or Materials submitted to Licensor shall be deemed approved unless Licensor notifies Licensee to the contrary within fifteen (15) days after receipt of such Licensee Products and/or Materials. Licensee shall strictly comply with said instructions at all timesnot distribute, sell, display or advertise any Licensee Products unless and until the sample for such Licensee Product has been approved or deemed approved by Licensor pursuant to this Section 5(b). All Licensee Products manufactured, distributed, sold, displayed and/or advertised by Licensee shall conform to the sample approved or deemed approved by Licensor. Licensor shall not be obligated to return to Licensee any samples that it receives pursuant to this Section 5. Color changes, model changes, style and grade designations, cosmetic type changes, or changes that do not materially alter the specifications of a Licensee Product or Materials will not constitute a new product or advertising that requires Licensor’s approval under this agreement.
(c) Upon request of Licensor but, in any event, not more than once per Contract Year, Licensee shall furnish, or cause to be furnished, to Licensor current production samples of the Licensee Products and the advertising, labeling, packaging and boxing thereof, to allow Licensor to verify that the Licensee Products being manufactured conform to the samples approved by Licensor pursuant to Section 5(b) above. Licensor shall have the same right of approval or disapproval with respect to each current production sample as it has with respect to samples pursuant to Section 5(b) above. In the event that Licensor gives Licensee notice of disapproval of any current production sample, Licensee shall promptly cure the non-conformity and resubmit a conforming current production sample to Licensor for approval. If a conforming current production sample is not submitted by Licensee and approved or deemed approved by Licensor within thirty (30) calendar days of Licensor's initial notice of disapproval, Licensee shall, at on written notice from Licensor, cease manufacture, distribution, and sale of such Licensee Product until such approval is obtained. Licensor acknowledges that, due to the catalog nature of Licensee’s requestbusiness, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing it is not feasible to remove such products from the Marks or used in connection with the Licensed IP for inspection and prior written approval catalog until Licensee’s existing catalog is replaced by Licensora new catalog.
(d) Licensee shallshall manufacture, at Licensor’s requestdistribute, provide Licensor display, sell and advertise the Licensee Products in accordance with samples the standards of quality associated with the Licensed Products for inspection and approval Marks as may be reasonably established by Licensor by and through Licensor’s from time to time and, to insure compliance, Licensor or its designated agent in representative shall be permitted, no more than once per Contract Year, upon at least 30 days prior written notice, to inspect any facility used to manufacture, distribute, display or sell the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable LawLicensee Products.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards shall comply at all timestimes at its sole expense with all applicable laws and regulations pertaining to the sale, display, distribution, advertisement and performance of the Licensee Products.
(f) Licensor or its representative shall have the right to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated hereinUpon Licensor's request, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to provide Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production satisfactory evidence of the Licensed Productstypes and extent of its uses of the Marks.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Quality Standards. (a) Licensor shall have the right to control the quality of the Products sold under the Licensed ▇▇▇▇ solely as provided herein. Licensee shall protect furnish to Licensor, at no expense to Licensor, pre-production samples of the Product in the form that Licensee intends to manufacture and maintain sell under either of the Licensed IP by using Marks to allow Licensor to review the quality of the Product, which shall be of a quality at least equal to that of Licensee's other fuse products in production. Thereafter, upon the request of Licensor, Licensee shall furnish, at no expense to Licensor, production samples of the Product Licensee intends to sell under each of the Licensed IP strictly in compliance with Marks to allow Licensor to monitor the terms quality of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to timeProduct.
(b) Licensor will provide instructions on Licensee agrees to adopt the proper nutrients, drying, and curing process, which preserves the highest level of quality possible product as set forth in Section 3 (a) hereof for the Genetics Product manufactured and Licensee shall strictly comply with said instructions at all timessold under the Licensed Marks as the minimum standard of quality for the Product.
(c) Licensor shall have the right to request Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or to make any other material bearing changes and/or corrections to the Marks or used in connection with Product manufactured and sold by Licensee under the Licensed IP for inspection ▇▇▇▇ as may be required to maintain the quality standard prescribed by Licensor in Section 3(a) above, and prior written approval by LicensorLicensee agrees to make and incorporate said changes or corrections at Licensee's sole cost and expense.
(d) Licensee shallshall utilize the Licensed Marks in accordance with Section 3.5 of the License Agreement. Upon Licensor's request, Licensee shall furnish to Licensor, at no expense to Licensor’s request, provide samples of all literature and materials containing the Licensed ▇▇▇▇ that Licensee distributes or intends to distribute. Licensor with samples shall have the right to control the quality of all marketing materials bearing the Licensed ▇▇▇▇ and Licensee's use of the Licensed Products for inspection ▇▇▇▇ solely as provided herein. If Licensor believes that the Licensed ▇▇▇▇ is being used in a manner that could diminish License's rights in or protection of the Licensed ▇▇▇▇, Licensee agrees, at Licensee's sole cost and approval by expense, to make whatever reasonable changes and/or corrections Licensor by and through Licensor’s designated agent in deems necessary to protect the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable LawLicensed ▇▇▇▇.
(e) Licensee agrees to maintain and store raw materials and that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of the Licensed Products in accordance with the Quality Standards at all timesMarks.
(f) Licensor or Licensee agrees to comply with all applicable local, state, federal and foreign laws and, at all times, to conduct its representative shall have the right to inspect any and all of Licensee’s facilities used activities under this Agreement in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreementa lawful manner.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating agrees to use the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested Marks in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products only on or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict complianceProduct.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Quality Standards. (a) Licensee shall protect and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance. Licensor agrees to comply with such instructions given by the Licensee as may be required for Licensee to comply with Applicable Law in respect of the Licensed Products.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Sources: Asset Purchase Agreement (Wolverine Partners Corp.)
Quality Standards. (a) Licensee shall protect agrees to comply and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, specifications and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide rights of approval of Licensor with samples of respect to any and all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples usage of the Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent Marks on or in the Territory for such purposes; provided that nothing in this agreement shall require either party relation to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Services, Portals, Marketing Materials and Promotional Products in accordance with throughout the Quality Standards at all times.
(f) Licensor or its representative shall have the right to inspect Term. To that end, any and all usage of the Licensed Marks by Licensee’s facilities used in connection , Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall comply with Licensee’s obligations as contemplated hereinthe following standards, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for specifications and rights of approval (the purpose of determining compliance with this Agreement."Quality Standards"):
(g) a. Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to use the Licensed IP or Marks only in a style and manner commensurate with the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law current standards and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results reputation for quality associated with the Licensed Products or products containing Marks and only in the style and manner that has been expressly approved in advance by Licensor as provided herein. Such approval is designed to protect the Licensed IP.Mark and Licensor's rights therein and w▇▇▇ not be unreasonably withheld, it being understood and agreed that it shall not be unreasonable for Licensor to disapprove if Licensor believes in good faith that such disapproval is appropriate to preserve the Licensed Marks or the goodwill associated therewith;
b. At Licensor's reasonable request, Licensee shall submit to Licensor for prior written approval prototypes of products and materials, including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks (i) the "Submitted Materials"), such approval not to be unreasonably withheld, it being understood and agreed that it shall not be unreasonable for Licensor to disapprove any Submitted Material if Licensor believes in good faith that such disapproval is appropriate to preserve the Licensed Marks or the goodwill associated therewith. Licensor shall have provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the right event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to rely on Licensee to: (iLicensor for approval. Provided Licensor has given approval of the style(s) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (iiand general use(s) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Submitted Material, Licensee may use such Submitted Material in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall not conduct research on Licensee’s crop produced from make any material change to the Genetics other than to make agronomic comparisons Submitted Materials as approved by Licensor without Licensor's prior written approval;
c. The provisions of Section 7.4 of this Agreement; and
d. All quality, style and conduct yield testing image standards for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed ProductsMarks delivered by Licensor to Licensee, including the style guide located at http://portfolio.e-zone.com/twc/html/styleguide /▇▇▇▇▇.
(k) The parties covenant ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇-Marketing Guidelines, Usage Guidelines and agree thatTrade Dress Guidelines set forth therein, during however, it being understood and agreed that any written instructions delivered from Licensor to Licensee shall take priority over such style guide in the term event of this Agreementany conflict. Licensee acknowledges that the Quality Standards may be modified from time to time as may be necessary to continue to protect and preserve the image, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause reputation and goodwill attached to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representativesLicensed Marks.
Appears in 1 contract
Sources: Brand and Trade Name License Agreement (Aol Time Warner Inc)
Quality Standards. Licensee agrees that its failure to meet the standards and conduct set forth in this section and the Quality Standards shall constitute a material breach of this Agreement.
(a) Licensee and each Licensed Operator shall protect and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s the minimum quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as in the same may be amended from time to timeTerritory.
(b) At the request of the Licensee or any Licensed Operator, Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all timesGenetics.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensorinspection.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples of the Each Licensed Products for inspection and approval by Licensor by and through Licensor’s designated agent in the Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee Operator agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards Applicable Law at all times.
(fe) Licensor or its representative shall have the right right, but not more than twice per year, to inspect any and all of Licenseeeach Licensed Operator’s facilities used in connection with Licensee’s obligations as contemplated hereinfacilities, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreementnotice.
(gf) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Each Licensed IP or the Licensed Products.
(h) Licensee Operator agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards set forth on Exhibit D by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(ig) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Each Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) Operator agrees that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(kh) The parties covenant Licensee and agree each Licensed Operator covenants and agrees that, during the term of this Agreement, neither party it nor any of their its agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other partyor negative toward Licensor, IP Owner, its products or services, or such parties Parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives, or any of their products or services.
Appears in 1 contract
Quality Standards. (a) Licensee shall protect SEARS represents and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing warrants that the Licensed Products in strict compliance with at all times shall be sold, distributed and promoted in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“the Quality Standards”). ▇▇▇▇▇▇▇ and SEARS may agree, as in writing, to implement changes to the same may be amended Quality Standards (for purposes of this Agreement) from time to time. Each Party shall act reasonably with respect to, and shall discuss in good faith, any amendments to the Quality Standards proposed by the other Party. Either Party may, on sixty (60) days’ written notice to the other Party, amend the Quality Standards from time to time without the other Party’s prior agreement, if such amendment is reasonably required in order to comply with any changes in applicable federal, state and local laws. SEARS may amend the Quality Standards from time to time on sixty (60) days’ written notice to ▇▇▇▇▇▇▇ if, in its reasonable discretion based on a good faith determination, the amended standards will improve the competitiveness of the applicable products (including where such amendment is to comply with equivalent standards implemented by ▇▇▇▇▇▇▇ for like products), provided such amended standards are at least as high as the Quality Standards as of the Effective Date or any lesser standards in effect at ▇▇▇▇▇▇▇ with respect to a similar product manufactured or sold by ▇▇▇▇▇▇▇ under a Licensed ▇▇▇▇.
(b) Licensor will provide instructions on SEARS further represents and warrants that the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed IP for inspection and prior written approval by Licensor.
(d) Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Products shall be equivalent (or better) than the corresponding quality requirements for inspection and approval by Licensor by and through Licensor’s designated agent the relevant Licensed Product set forth in the Territory for such purposes; provided Quality Standards. SEARS understands and agrees that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards at all times.
(f) Licensor or its representative ▇▇▇▇▇▇▇ shall have the right to inspect any no responsibility for SEARS’ compliance with quality standards and all of Licensee’s facilities used in connection applicable laws, regulations and industry standards with Licensee’s obligations as contemplated herein, including but not limited respect to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(hc) Licensee agrees SEARS shall at all times use its commercially reasonable efforts to have each batch of cause the Licensed Products tested and Packaging Materials used in accordance connection with Applicable Law the Retained Business to be developed, produced and marketed in a manner which conforms with the Quality Standards. SEARS acknowledges and is familiar with the high standards, quality, style and image of the Licensed Marks.
(d) During any Contract Year, ▇▇▇▇▇▇▇ may request three (3) free samples of any Craftsman branded Licensed Product (with Packaging Material) taken at random from production runs. If STANLEY requests any additional samples of such Craftsman branded Licensed Product during any Contract Year, STANLEY shall pay SEARS for those additional samples at manufacturer’s lowest price offered to SEARS.
(e) No irregulars, seconds or other Licensed Products or Packaging Materials that do not conform in all material respects to the Brand Guidelines and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products may be distributed or products containing the Licensed IPsold.
(if) Licensor shall have the right to rely on Licensee to: (i) strictly comply at For all times with all Applicable Laws in connection sales of Legacy Lifetime Warranty Products, SEARS must offer customers a warranty which is consistent with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized warranty terms offered by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (▇▇▇▇▇▇▇ for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); same (iior equivalent) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Productsproducts.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Sources: Acquired Ip License Agreement (Sears Holdings Corp)
Quality Standards. IPCo shall have and exercise ultimate control over the nature and quality of the Licensed Products. Licensees shall, and shall require their Sublicensees to, (a) Licensee shall protect and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing ensure that the Licensed Products in strict compliance are of a quality at least substantially consistent with the quality of such products and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time.
(b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times.
(c) Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the Marks or used services offered in connection with the Licensed IP for inspection Marks as of the Effective Date, and prior written approval by Licensor.
that all Licensed Products and Marketing Materials otherwise comply with IPCo’s Quality Standards and (db) Licensee use the Licensed Marks solely in combination with Licensed Products and Marketing Materials that are in compliance with IPCo’s Brand Guidelines. IPCo reserves the right to modify the Quality Standards, Marketing Material, and Brand Guidelines from time to time in its complete and sole discretion. Licensees shall, and shall require their Sublicensees to, regularly review the Quality Standards, Marketing Material, and Brand Guidelines to ensure it and its Sublicensees maintain compliance therewith. Licensees shall not, and shall cause Sublicensees not to, use or distribute any Marketing Material unless the specific Marketing Material and the specific form, format, and medium of its use or distribution complies with IPCo’s Quality Standards or has been approved by IPCo in writing in advance. IPCo shall have the right under this Agreement periodically to require Licensees to submit to IPCo, at LicensorParent’s requestcost, provide Licensor with a reasonable number of samples of each of the Licensed Products for inspection and approval by Licensor by Marketing Materials (including from its Sublicensees) to enable IPCo to review and through Licensor’s designated agent in the Territory for such purposes; provided ensure that nothing in this agreement shall require either party to take any action that may violate Applicable Law.
(e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance and Marketing Materials comply with the Quality Standards at all times.
Standards, that the use of the Licensed Marks is in compliance with the Brand Guidelines and that Licensees are complying with their obligations under this Agreement. Upon reasonable prior notice, IPCo (f) Licensor or its representative shall have the right designee) may inspect Licensees’ facilities, products, and Marketing Materials during normal business hours to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining confirm compliance with this AgreementSection. Licensees shall promptly remedy any non-compliance identified by IPCo.
(g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products.
(h) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed IP.
(i) Licensor shall have the right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance.
(j) Licensee agrees: (i) that during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and conduct yield testing for Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products.
(k) The parties covenant and agree that, during the term of this Agreement, neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the other party, its products or services, or such parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.
Appears in 1 contract
Sources: Shared Services and License Agreement (Xerox Holdings Corp)