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) 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. 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) 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. (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 REALTY. 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 high-level 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 REALTY or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of REALTY, 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, REALTY 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. REALTY 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 REALTY at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by REALTY. REALTY 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 REALTY shall be deemed to have given such approval if REALTY fails to deliver to MARKETING any notice within such 30-day period. If REALTY rejects any proposal to use any of their agentsthe Licensed Marks with a new product, subsidiariesthen REALTY shall provide a reasonably detailed explanation to MARKETING as to why REALTY found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to REALTY, affiliatesand REALTY 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 1 contract
Sources: Trademark License Agreement (Getty Realty Corp /Md/)
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. (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 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. 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)
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. (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