Common use of Quality Standards Clause in Contracts

Quality Standards. (a) Anything in this Agreement to the contrary ----------------- notwithstanding, LICENSEE agrees that its services and products shall be of such high standard and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulations, and that the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with the high standards and quality which have been set forth in paragraph 2(a) hereof, and LICENSEE shall abide by the decision of LICENSOR in this respect. (c) In the event that LICENSEE at any time makes any changes in its business procedures that may alter the performance of any of the services or the delivery of products upon or in relation to which LICENSEE uses or intends to use the Trademarks, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide by the decision of LICENSOR in this respect.

Quality Standards. So that the value of the goodwill and reputation associated with the Marks will not be diminished, Licensee shall have an obligation to ensure that all services offered by Licensee under or relating to the Marks, and all promotional, advertising and marketing materials bearing the Marks, shall (a) Anything be at least the same uniform high quality as offered by Licensee immediately prior to the effective date of this Agreement, and (b) meet any reasonable quality standards that Licensor may issue from time to time at its discretion. To monitor for Licensee’s adherence to such obligations, Licensor shall have the right to review any services, promotional materials, advertising materials, or marketing materials offered, rendered or distributed by Licensee or on behalf of Licensee under the Marks. Services, promotional materials, or marketing materials with or on which the Marks are used that do not meet the quality standards or other requirements set forth in this Agreement shall not be sold, offered, distributed, or in any way promoted in connection with the Marks, and all references to the contrary ----------------- notwithstanding, LICENSEE agrees that its services Marks on promotional materials and products marketing materials shall be of such high standard and removed at Licensee’s expense. If the quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarksservices, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulations, and that the policy or of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, any promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSORmarketing materials, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform associated with the high standards and quality which have been set forth in paragraph 2(a) hereofMarks falls below such quality, and LICENSEE Licensee shall abide by the decision of LICENSOR in this respect. (c) use its best efforts to restore such quality. In the event that LICENSEE at any time makes any changes Licensee has not taken appropriate steps to restore such quality within THIRTY (30) days after receiving from Licensor notification that Licensee in its business procedures is breach of this Paragraph 13, Licensor shall have the right to require that may alter Licensee immediately cease using the performance of any of the services or the delivery of products upon or in relation to which LICENSEE uses or intends to use the Trademarks, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintainedMarks, and LICENSEE Licensee acknowledges that it shall abide do so if instructed accordingly by the decision of LICENSOR in this respectLicensor.

Quality Standards. (a) Anything in this Agreement to 4.1 Licensee acknowledges that the contrary ----------------- notwithstanding, LICENSEE agrees that its services Trademark has established extremely valuable goodwill and products shall be of such high standard and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulationsis well recognized among consumers, and that it is of great importance to each party that in the policy of performance of such services by LICENSEE shall be of a high standard sale and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value provision of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with Licensed 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 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 Services. For any Trademark that is federally registered, appropriate notice of 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 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 set forth in paragraph 2(aapproved 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) hereofbusiness 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 LICENSEE 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 abide by the decision of LICENSOR in this respectapply to all Confidential Information obtained through or derived from such inspections. 4.6 Licensee shall prepare and maintain periodic (cat 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. 4.7 Licensee represents and warrants that LICENSEE the Licensed 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 a period of at any time makes any changes 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 adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its business procedures that may alter best efforts to adjust complaints of customers and resolve controversies with customers with respect to the performance of any sale or provision of the services Licensed Services and products sold or installed in connection therewith. In the delivery of products upon event Licensee receives any notice that any application or in relation to which LICENSEE uses installation or intends to use the Trademarksproduct is defective, LICENSEE Licensee shall promptly give notice investigate such complaint and shall promptly repair or replace any defective application or installation at no 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. 4.9 All Contracts must be in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide signed by the decision customer. Such contracts shall be retained by Licensee for a period of LICENSOR in this respectnot less than two years from the date of Licensee’s receipt of full payment on the Contract. Each Contract will identify Licensee as the vendor of the subject matter of the Contract and that Licensee is a licensee and not a subsidiary, division or affiliate of Century 21, Licensor or HFS.

Quality Standards. (a) Anything The nature and quality of all services rendered by Licensee in this Agreement 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 conform to the contrary ----------------- notwithstandingreasonable standards set by Licensor, LICENSEE agrees provided that its services Licensee is advised reasonably in advance and products shall be in writing of such high standard standards. Without limiting the foregoing: (i) Licensee shall use the Trademarks in accordance with the standards of quality associated with the Trademarks as of the date hereof and quality as to be adequate in a manner that is consistent with and suited to their utilization to that does not detract from the best advantage goodwill associated with the Trademarks; (ii) Licensee shall provide Licensor with all materials and to the protection and enhancement information that Licensor shall reasonably request regarding Licensee’s use of the Trademarks, that ; and (iii) Licensee shall not use the Trademarks in a manner contrary to the written directions of Licensor to the extent such services directions are consistent with the terms of this Agreement and shall be performed and products manufactured and delivered use the Trademarks in accordance with all applicable federal, state and local laws and regulations, and that the policy written directions of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject Licensor to the prior written approval extent such directions are consistent with the terms of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSORthis Agreement. (b) LICENSEE Licensee shall provide LICENSOR or comply at all times and at its authorized representative sole expense with access all applicable laws and regulations pertaining to the business offices advertising, publicity, promotion, marketing, sale, license and other premises distribution of LICENSEE at all reasonable timesproducts and services under the Trademarks and shall use the Trademarks only in accordance with the rules of proper trademark usage. Furthermore, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses Licensee’s presentation of the Trademarks conform 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 the high standards and quality which have been set forth in paragraph 2(a) hereof, and LICENSEE shall abide by the decision of LICENSOR in this respectLicensor’s reasonable instructions. (c) In Periodically, upon request, but not more often than quarterly, Licensee shall furnish to Licensor a reasonable and representative sampling of Licensee’s product and representative sampling of advertising, promotion, publicity and marketing for the event that LICENSEE at any time makes any changes in its business procedures that may alter the performance purpose of any of the services or the delivery of products upon or in relation enabling Licensor to which LICENSEE uses or intends to use the Trademarks, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance Licensee’s compliance with the high quality standards and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide by the decision of LICENSOR provided in this respectparagraph 3.

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) Anything Licensee shall use the Licensed Marks and the Licensed Copyright only in this Agreement a style and manner commensurate with the current standards and reputation for quality associated with the Licensed Marks and only in the style and manner that has been expressly approved in advance by Licensor, as provided herein. Such approval is within the sole discretion of Licensor acting in good faith and is designed to protect the contrary ----------------- notwithstanding, LICENSEE agrees that its services Licensed Marks and products shall be of such high standard the Licensed Copyright and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulations, and that the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSORLicensor's rights therein. (b) LICENSEE Licensee shall 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 LICENSOR its approval or its authorized representative 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 access 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 Licensor's request. Licensee shall not make any material change to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with the high standards and quality which have been set forth in paragraph 2(a) hereof, and LICENSEE shall abide Submitted Materials as approved by the decision of LICENSOR in this respectLicensor without Licensor's prior written approval. (c) In The provisions of Section 7.4 of this Agreement; (d) All quality, style and image standards for use of the Licensed Marks and 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 agreed that any written instructions delivered from Licensor to Licensee shall take priority over such style guide in the event that LICENSEE at any time makes any changes in its business procedures that may alter the performance of any of the services or the delivery of products upon or conflict; (e) Licensor's Usage Guidelines, as in relation effect from time to which LICENSEE uses or intends to use the Trademarks, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards time and quality which have been as currently set forth in paragraph 2 hereof is being maintainedthe Style Guidelines; and (f) Licensor's Trade Dress guidelines as in effect from time to time and as currently set forth in the Style Guidelines. 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, reputation and LICENSEE shall abide by goodwill attached to the decision of LICENSOR in this respectLicensed Marks and the Licensed Copyright.

Quality Standards. (a) Anything in this Agreement to the contrary ----------------- notwithstanding, LICENSEE MARKETING agrees that its services and products shall be of such high standard the nature and quality as to be adequate and suited to their utilization to of all services rendered by MARKETING in connection with the best advantage and to Licensed Marks, all goods sold by MARKETING under the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulationsLicensed Marks, and that the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials bearing associated with the Trademarks) Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the prior written approval of LICENSORTM, which 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 granted required by law or withheld in LICENSOR'S sole discretionas reasonably necessary to protect the Licensed Marks, it being understood 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 present format and Licensed Marks. TM shall not set quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and standards for other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses licensees of the Trademarks conform 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, MARKETING agrees to comply with the high standards and quality which have been set forth in paragraph 2(a) hereofstandards, specifications, and LICENSEE shall abide by the decision of LICENSOR instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this respect. (c) In the event that LICENSEE at any time makes any changes in its business procedures that may alter the performance of any of the services or the delivery of products upon or in relation to which LICENSEE uses or Paragraph 4. If MARKETING intends to use the Trademarks, LICENSEE Licensed Marks on a new product within the ambit of a particular registration it shall promptly give notice in writing thereof request approval for such new product from TM at least thirty (30) days prior to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintainedinitiating such new product use, and LICENSEE such approval shall abide not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the decision case may be, within thirty (30) days of LICENSOR in this respectthe 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 the Licensed Marks with a new product, then 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, and TM shall give reasonable consideration to, an amended proposal for such new product.

Quality Standards. (a) Anything Licensee shall protect and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement to and by producing the contrary ----------------- notwithstanding, LICENSEE agrees that its services Licensed Products in strict compliance with and products shall be of such high standard and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federalLicensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), state and local laws and regulations, and that as the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which same may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory amended from time to LICENSORtime. (b) LICENSEE 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 provide LICENSOR or its authorized representative strictly comply with access to the business offices and other premises of LICENSEE said instructions at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with the high standards and quality which have been set forth in paragraph 2(a) hereof, and LICENSEE shall abide by the decision of LICENSOR in this respect. (c) In Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the event 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 LICENSEE at nothing in this agreement shall require either party to take any time makes any changes in its business procedures action that may alter violate Applicable Law. (e) Licensee agrees to maintain and store raw materials and the performance 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 services 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 the delivery of products upon directors, shall in any way, directly or indirectly, alone or in relation 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 LICENSEE uses can be reasonably be construed to be derogatory, critical of, the other party, its products or intends to use the Trademarksservices, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigationor such parties subsidiaries, if necessaryaffiliates, in LICENSOR'S sole judgmentsuccessors, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintainedassigns, and LICENSEE shall abide by the decision of LICENSOR in this respectofficers, directors, employees, stockholders, agents, attorneys or representatives.

Quality Standards. (a) Anything in this Agreement to the contrary ----------------- notwithstanding, LICENSEE The Licensee acknowledges and agrees that its services and products shall be of such high standard the nature and quality as to be adequate of all goods and suited to their utilization to services provided by the best advantage and to Licensee in connection with the protection and enhancement use of the TrademarksLicensor's Trademarks and all related advertising, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulationspromotional, and that the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S related uses of the Licensor's Trademarks shall conform with the high to quality standards established by and quality which have been set forth specified in paragraph 2(a) hereof, and LICENSEE shall abide writing by the decision Licensor from time to time. The Licensor shall be the sole judge of LICENSOR in this respect. (c) whether or not the Licensee has met or is meeting the quality standards so established. In the event that LICENSEE the Licensee fails to meet such quality standards in any material respect, then the Licensor shall have the right to terminate the Licensee's right to use the Licensor's Trademarks upon written notice thereof to the Licensee. The Licensee shall cooperate with the Licensor and permit the Licensor's authorized representatives to inspect the operations of the Licensee relating to the manufacture and sale of the Licensed Product at any time makes any changes in its business procedures that may alter all reasonable times for the performance purposes of determining compliance with the provisions hereof. The Licensee shall provide to the Licensor samples of all literature, brochures, signs, and advertising material which were prepared by or on behalf of the Licensee and which bear any of the services or Licensor's Trademarks. The Licensee shall obtain the delivery approval of products upon or in relation the Licensor with respect to which LICENSEE uses or intends to use the Trademarksall such literature, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigationbrochures, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintainedsigns, and LICENSEE shall abide by advertising material bearing any of the decision of LICENSOR in this respectLicensor's Trademarks prior to any use thereof.

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) Anything Licensee shall protect and maintain the Licensed Property by using the Licensed Property strictly in compliance with the terms of this Agreement to and by producing the contrary ----------------- notwithstanding, LICENSEE agrees that its services Licensed Products in strict compliance with and products shall be of such high standard and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federalLicensor’s quality standards listed on Exhibit E attached hereto, state and local laws and regulations, and that as the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which same may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory amended from time to LICENSORtime. (b) LICENSEE 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 provide LICENSOR or its authorized representative strictly comply with access to the business offices and other premises of LICENSEE said instructions at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with the high standards and quality which have been set forth in paragraph 2(a) hereof, and LICENSEE shall abide by the decision of LICENSOR in this respect. (c) In Licensee shall, at Licensor’s request, provide Licensor with samples of all packaging, marketing, advertising or any other material bearing the event Marks or used in connection with the Licensed 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 LICENSEE nothing in this agreement shall require either party to transport cannabis products, including but not limited to the Licensed Products, across any state 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, store, and transport raw materials and the Licensed Products in accordance with the Quality Standards at all times. (g) Licensor or its representative shall have the right to inspect any time makes 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. (h) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any changes other criminal activity relating to the Licensed Property or the Licensed Products. (i) Licensee agrees to have each batch of Licensed Products tested in its business procedures accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and to provide Licensor with true and correct copies of all test results associated with the Licensed Products or products containing the Licensed Property. (j) 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. (k) Licensee agrees that: (i) during cultivation it will keep the Licensed Property separate and distinct from the other varieties it grows, such that the 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) it will not plant and may alter not transfer to others for planting any seed, plants, or cuttings that the performance 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; (v) Licensee will use only the flower cultivated using the Genetics and other Licensed Property at Licensee’s Cultivation Facilities in the manufacture or production of the services 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. (l) Licensee covenants and agrees that, during the term of this Agreement, neither it nor any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or the delivery of products upon directors, shall in any way, directly or indirectly, alone or in relation 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 LICENSEE uses can be reasonably be construed to be derogatory, critical of, or intends to use the Trademarksnegative toward Licensor, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigationany IP Owner, if necessaryits or their products or services, in LICENSOR'S sole judgmentor such parties’ subsidiaries, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintainedaffiliates, and LICENSEE shall abide by the decision successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives, or any of LICENSOR in this respecttheir products or services.

Quality Standards. (a) Anything The Licensee undertakes that the design and development of the Licensor's products as well as all advertising, promotions or other materials of any and all types prepared in this Agreement to connection with the contrary ----------------- notwithstanding, LICENSEE agrees that its services Licensor's trademarks and the Licensor's licensed products shall be of such high standard a style, appearance and quality as to be adequate and suited to their utilization to commensurate with the best advantage and to the protection and enhancement Licensee's other products. All use of the Trademarks, that such services shall be performed Licensor's trademarks and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulations, and that the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) Licensor's Licensed Products shall be subject to approval by the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform Licensor for conformity with the high standards Licensor's then-current trademark guidelines. McAf▇▇.▇▇▇ ▇▇▇ll use the "VirusScan" trademark or such other of NAI's trademarks as NAI directs in connection with any virus detection and quality which have been set forth in paragraph 2(a) hereof, cleaning technology provided by NAI hereunder (the "NAI Virus Mark"). Any bundled product of McAf▇▇.▇▇▇ ▇▇▇t includes any virus detection and LICENSEE cleaning technology provided by NAI hereunder shall abide by the decision of LICENSOR in this respect. (c) In the event that LICENSEE contain a reasonably prominent NAI Virus Mark. ▇▇e Licensor may at any time makes upon reasonable notice inspect any changes in its business procedures that may alter the performance of any use of the services or the delivery of products upon or in relation to which LICENSEE uses or intends to use the Licensor's Trademarks, LICENSEE even if previously approved. If the Licensor determines that the Licensee is using the Licensor's Trademarks improperly, the Licensor shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with notify the high standards and quality which have been set forth in paragraph 2 hereof is being maintainedLicensee, and LICENSEE the Licensee shall abide use its best efforts to remedy the improper use within two (2) business days following receipt of such notice. Licensee's use of the Licensor's Trademarks in a manner inconsistent with this Agreement or inconsistent with any trademark guidelines supplied by the decision Licensor to the Licensee shall constitute a Dispute within the meaning of LICENSOR in this respectSection 13 hereof. The Licensee shall not harm, misuse or bring into disrepute the Licensor's Trademarks.

Quality Standards. (a) Anything in this Agreement 5.1 Licensee shall maintain the high quality and workmanship of the Articles sold under the Retained IP, as hitherto and currently maintained by Affiliates of Licensor. 5.2 Licensor has the right to take all action reasonably necessary to ensure that the Articles sold hereunder are consistent with the reputation and prestige of the Retained IP as a designation for high quality products. 5.3 From time to time upon the Licensor’s request, Licensee shall promptly submit to the contrary ----------------- notwithstanding, LICENSEE agrees Licensor production samples (at Licensor’s expense) of Articles produced hereunder so that its services and products the Licensor may assure itself of the maintenance of the quality standards set forth herein. All Articles to be sold hereunder shall be of such high standard and at least equal in quality as to be adequate and suited to their utilization to any production samples approved by the best advantage and to the protection and enhancement of the Trademarks, that such services Licensor. 5.4 All Articles shall be performed manufactured, sold, labeled, packaged, distributed and products manufactured and delivered advertised in accordance with all applicable federal, state and local laws and regulations. Licensee shall use and display the Retained IP only in such form and manner as are approved by Licensor, and that such approval not to be unreasonably withheld. 5.5 With respect to any sample, copy, art work or other material for the policy of performance of such services Articles approved by LICENSEE Licensor, Licensee shall be of a high standard and shall not depart therefrom in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including any material respect without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSORthe Licensor. If Licensor shall disapprove any sample Article or any sample tag, which may be granted label, packaging, catalogue display or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with the high standards and quality which have been set forth in paragraph 2(a) hereof, and LICENSEE shall abide by the decision of LICENSOR in this respect. (c) In the event that LICENSEE at any time makes any changes in its business procedures that may alter the performance of any of the services description or the delivery of products upon like, or in relation to which LICENSEE uses any advertising, promotional or intends to publicity material, Licensee shall not use the Trademarks, LICENSEE shall promptly give notice same in writing thereof any manner nor permit it or them to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, be used in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide by the decision of LICENSOR in this respectany manner.

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) Anything Licensee shall protect and maintain the Licensed Property by using the Licensed Property in compliance with the terms of this Agreement to and by producing the contrary ----------------- notwithstanding, LICENSEE agrees that its services and products shall be of such high standard and Approved Licensor Products in compliance with Licensor’s quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulations, and that the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSORstandards listed on Exhibit D attached hereto. (b) LICENSEE shall Licensee shall, at Licensor’s request, provide LICENSOR Licensor with samples of all packaging, marketing, advertising or its authorized representative any other material bearing the Marks and/or Copyrights or used in connection with access to the business offices Licensed Property for inspection and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses prior written approval by Licensor. If the Licensor approves any of the Trademarks conform with above, the high standards and quality which have been set forth in paragraph 2(a) hereofLicensee shall not be required to submit any samples or usages of substantially similar packaging, and LICENSEE shall abide by the decision of LICENSOR in this respectmarketing, advertising, or any other such material. (c) In the event that LICENSEE Subject to Applicable Law, Licensee shall, at any time makes any changes in its business procedures that may alter the performance of any Licensor’s request, provide Licensor with samples of the services or Approved Licensor Products for inspection and approval by Licensor by and through Licensor’s designated agent in the delivery Territory for such purposes. If the Licensor approves any such Approved Licensor Products, the Licensee shall not have a duty to submit samples of products upon or the same Approved Licensor Products. (d) Licensor shall have the right to rely on Licensee to: (i) materially comply at all times with all Applicable Laws in relation to which LICENSEE uses or intends to use the Trademarks, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance connection with the high standards manufacture, distribution and/or sale of Approved Licensor Products in the Territory; (ii) make commercially reasonable efforts to cause all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement to materially comply at all times with all Applicable Laws in connection with the manufacture, distribution and/or sale of Approved Licensor Products in the Territory; and (iii) regularly monitor and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide by the decision of LICENSOR in this respectaudit such material compliance.

Quality Standards. (a) Anything in this Agreement to 4.1 Licensee acknowledges that the contrary ----------------- notwithstanding, LICENSEE agrees that its services Trademark has established extremely valuable goodwill and products shall be of such high standard and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulationsis well recognized among consumers, and that it is of great importance to each party that in the policy of performance of such services by LICENSEE shall be of a high standard sale and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value provision of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with Licensed 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 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 Services. For any Trademark that is federally registered, appropriate notice of 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 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 set forth in paragraph 2(aapproved 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) hereofbusiness 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 LICENSEE 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 abide by the decision of LICENSOR in this respectapply to all Confidential Information obtained through or derived from such inspections. 4.6 Licensee shall prepare and maintain periodic (cat 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. 4.7 Licensee represents and warrants that LICENSEE the Licensed 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 a period of at any time makes any changes 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 adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its business procedures that may alter best efforts to adjust complaints of customers and resolve controversies with customers with respect to the performance of any sale or provision of the services Licensed Services and products sold or installed in connection therewith. In the delivery of products upon event Licensee receives any notice that any application or in relation to which LICENSEE uses installation or intends to use the Trademarksproduct is defective, LICENSEE Licensee shall promptly give notice investigate such complaint and shall promptly repair or replace any defective application or installation at no 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. 4.9 All Contracts must be in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide signed by the decision customer. Such contracts shall be retained by Licensee for a period of LICENSOR in this respectnot less than two years from the date of Licensee's receipt of full payment on the Contract. Each Contract will identify Licensee as the vendor of the subject matter of the Contract and that Licensee is a licensee and not a subsidiary, division or affiliate of Century 21, Licensor or HFS.

Quality Standards. 6.1 Licensee agrees that the nature of quality of: (a1) Anything all services rendered and goods produced, sold or distributed by Licensee in connection with the 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 consent by Licensor. Any different usage also shall require written consent by Licensor. 6.2 Licensee agrees 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 reasonable times and with reasonable notice, and to supply Licensor with details of all uses of the Marks upon request. Licensee shall comply with applicable laws and regulations and obtain all appropriate governmental approvals pertaining to the production, distribution, and sale and promotion of goods and services rendered by 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 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. Licensee agrees that nothing in this Agreement shall Licensee any right, title, or interest in the Marks other than the right to use the contrary ----------------- notwithstanding, LICENSEE agrees that its services and products shall be of such high standard and quality as Marks other than the right to be adequate and suited to their utilization to use the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered Marks in accordance with all applicable federal, state this Agreement and local laws and regulations, and Licensee agrees that it will not challenge the policy title of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject Licensor to the prior written approval Marks or challenge the validity of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSORthis Agreement. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with the high standards and quality which have been set forth in paragraph 2(a) hereof, and LICENSEE shall abide by the decision of LICENSOR in this respect. (c) In the event that LICENSEE at any time makes any changes in its business procedures that may alter the performance of any of the services or the delivery of products upon or in relation to which LICENSEE uses or intends to use the Trademarks, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide by the decision of LICENSOR in this respect.

Quality Standards. (a) Anything Brand Owner, or Brand Owner’s designee, shall manufacture and bottle the Products in this Agreement its own premises. Brand Owner hereby represents and warrants that the Products shall be manufactured and bottled in accordance with: (1) all applicable laws and regulations in the place of production (including those of any self-regulatory bodies); (2) all laws and regulations applicable to the contrary ----------------- notwithstanding, LICENSEE agrees that its services production and products shall be sale of such high standard and quality as spirits to be adequate imported in the Territory; and suited to their utilization (3) industry best manufacturing practices. Importer shall have access during all reasonable business hours to the best advantage and to premises where the protection and enhancement Products are manufactured for the purpose of ascertaining that the Trademarks, that such services shall be performed and products Products have been manufactured and delivered bottled in accordance with all applicable federal, state and local laws and regulations, and that the policy provisions of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSORthis Section 6(a). (b) LICENSEE The Products that Brand Owner sells to Importer must be “merchantable” which shall provide LICENSOR mean that the Products are of good quality, free from defects (whether patent or its authorized representative with access latent) in material and workmanship, merchantable and fit for human consumption, and shall be substantially of the same quality as the Products already distributed in the Territory. Importer acknowledges that Brand Owner has no permanent structure in the United States of America and is therefore not in a position to be current and timely informed about the changes in U.S. laws and regulations regarding the alcoholic beverage trade. Importer shall advise Brand Owner of all relevant changes to all applicable laws and regulations relating to the business offices Products being sold in the Territory made during the Term. In absence of such information from Importer, Brand Owner will not be held responsible for any infringement of such rules and, if Importer had notice of such changes and other premises opportunity to notify Brand Owner of LICENSEE at all reasonable timessuch changes, in order that LICENSOR but failed to do so, Importer shall indemnify and hold Brand Owner harmless from any claim or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with the high standards and quality which have been set forth in paragraph 2(a) hereofliability incurred by Brand Owner resulting from Importer failing, and LICENSEE shall abide by the decision of LICENSOR in this respectfor any reason, to timely provide such information to Brand Owner. (c) In consultation with Importer, Brand Owner may reasonably modify formulation of the Products upon not less than one hundred twenty (120) days’ written notice to Importer (or less if mandated by a regulatory body in Italy or in the Territory). If Importer does not agree with such modification, it shall so advise Brand Owner. Except in the case of a mandate by a regulatory body, Brand Owner agrees to discuss such proposed modification with Importer. If the parties cannot agree on the proposed modification, Brand Owner’s decision as the owner of the Trademark shall be controlling, except that Brand Owner shall have the obligation to comply with any applicable change mandated by a regulatory body in Italy or in the Territory. (d) In the event that LICENSEE of such modification, unless prohibited from doing so by any government mandate, Importer shall have the right, with Brand Owner’s prior written approval, which cannot be unreasonably withheld, to use up all the Products previously supplied to it. If Brand Owner fails to permit a use-up requested by Importer and such modification is, Brand Owner shall be required to repurchase from Importer all pre-modification inventory at any time makes any changes Importer’s Laid-in-Cost. (e) During the Term of this Agreement, each party shall provide, at no cost to the other party, all information related to this Agreement. Importer shall also provide Brand Owner with: (i) all reasonable information in its business procedures possession on the relevant spirits market and the relevant adult beverage market, including without limitation all information that may alter relates to the performance of any Products, and (ii) all information that Importer possesses or controls with respect to the Products, storage of the services Products, improvement to the Products or the delivery development of new products upon to be marketed under the Trademark. (f) Importer shall not (i) distribute, (ii) advertise, promote or in relation to which LICENSEE uses merchandise the Products, or intends to (iii) use or ship any materials bearing the TrademarksTrademark outside of the Territory, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigationwithout the prior written approval of Brand Owner. (g) Brand Owner may, if necessary, in LICENSOR'S sole judgment, whether conformance by its own initiative and under its own responsibility for compliance with the high provisions of this Agreement, contract to a third-party of its trust the right to produce the Products, provided Brand Owner guarantees the same quality and service standards and (packaging, quality which have been set forth in paragraph 2 hereof is being maintainedof the liquid, and LICENSEE shall abide by the decision of LICENSOR in this respectcompliance with regulations and law requirements).

Quality Standards. (a) Anything 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 revise any photographs in its catalogs and on its websites that do not reflect the type style requested by Licensor as of the date of this Agreement to the contrary ----------------- notwithstanding, LICENSEE agrees that its services and products such revisions shall be of such high standard and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered reflected in accordance with all applicable federal, state and local laws and regulations, and that the policy of performance of such services by LICENSEE shall be of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSORLicensee’s Spring 2011 catalog. (b) LICENSEE shall provide LICENSOR or its authorized representative with access Subject to the business offices and other premises foregoing, prior to any use of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses any of the Trademarks conform Marks on any new products or new advertising/marketing, Licensee shall furnish to Licensor, for the 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 high standards and quality which have been Notice provisions set forth in paragraph 2(aSection 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) hereofdays after receipt of such Licensee Products and/or Materials. Licensee shall not distribute, sell, display or advertise any Licensee Products unless and LICENSEE 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 abide 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 decision specifications of LICENSOR in a Licensee Product or Materials will not constitute a new product or advertising that requires Licensor’s approval under this respectagreement. (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 LICENSEE 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, 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 business, it is not feasible to remove such products from the catalog until Licensee’s existing catalog is replaced by a new catalog. (d) Licensee shall manufacture, distribute, display, sell and advertise the Licensee Products in accordance with the standards of quality associated with the Marks as may be reasonably established by Licensor from time to time and, to insure compliance, Licensor or its designated representative shall be permitted, no more than once per Contract Year, upon at least 30 days prior written notice, to inspect any time makes any changes in facility used to manufacture, distribute, display or sell the Licensee Products. (e) Licensee shall comply at all times at its business procedures that may alter sole expense with all applicable laws and regulations pertaining to the sale, display, distribution, advertisement and performance of any the Licensee Products. (f) Upon Licensor's request, Licensee shall provide Licensor with satisfactory evidence of the services or types and extent of its uses of the delivery of products upon or in relation to which LICENSEE uses or intends to use the Trademarks, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide by the decision of LICENSOR in this respectMarks.

Quality Standards. (a) Anything in this Agreement to 4.1 Licensee acknowledges that the contrary ----------------- notwithstanding, LICENSEE agrees that its services Trademark has established extremely valuable goodwill and products shall be of such high standard and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement of the Trademarks, that such services shall be performed and products manufactured and delivered in accordance with all applicable federal, state and local laws and regulationsis well recognized among consumers, and that it is of great importance to each party that in the policy of performance of such services by LICENSEE shall be of a high standard sale and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value provision of the Trademarks. The quality and style of such services and products (including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with Licensed 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 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 Services. For any Trademark that is federally registered, appropriate notice of 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 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 set forth in paragraph 2(aapproved 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) hereofbusiness 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. 4.5 Licensee shall, upon prior written 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 LICENSEE 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 abide by the decision of LICENSOR in this respectapply to all Confidential Information obtained through or derived from such inspections. 4.6 Licensee shall prepare and maintain periodic (cat 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 satisfactory to Licensor. 4.7 Licensee represents and warrants that LICENSEE 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 any time makes any changes 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 adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its business procedures that may alter best efforts to adjust complaints of customers and resolve controversies with customers with respect to the performance of any sale or provision of the services Licensed Services and products sold or installed in connection therewith. In the delivery of products upon event Licensee receives any notice that any application or in relation to which LICENSEE uses installation or intends to use the Trademarksproduct is defective, LICENSEE Licensee shall promptly give notice investigate such complaint and shall promptly repair or replace any defective application or installation at no 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. 4.9 All Contracts must be in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards and quality which have been set forth in paragraph 2 hereof is being maintained, and LICENSEE shall abide signed by the decision customer. Such contracts shall be retained by Licensee for a period of LICENSOR in this respectnot less than two years from the date of Licensee's receipt of full payment on the Contract. Each Contract will identify Licensee as the vendor of the subject matter of the Contract and that Licensee is a licensee and not a subsidiary, division or Affiliate of Century 21, Licensor or HFS.

Quality Standards. Adobe hereby appoints Trademark Licensee as its representative for the limited purpose of controlling the quality of the Revised Object, Font Programs, Host Software and Licensed Products and any other products or services it supplies or is supplied by Trademark Licensee in connection with the use of the Trademarks. SEC shall identify its current Trademark Licensee upon request by Adobe. Trademark Licensee agrees that (a) Anything the nature and quality of Licensed Products and any other products or services it supplies or is supplied by Trademark Licensee or its Remarketer Customers supply in this Agreement connection with use of the Trademarks shall conform to the contrary ----------------- notwithstandingstandards set by Adobe, LICENSEE agrees that its services and products shall be (b) it will cooperate with Adobe in facilitating Adobe's monitoring and control of the nature and quality of such high standard products and quality as to be adequate and suited to their utilization to the best advantage and to the protection and enhancement services. Such assistance shall include supplying Adobe, upon its request, with specimens of its or its Remarketer Customers use of the Trademarks, including supplying samples of reprinted documentation, translations, product packaging and promotional materials that such services shall be performed and products manufactured and delivered use the Trademarks in accordance conjunction with all applicable federal, state and local laws and regulations, and that the policy Trademark Licensee's marketing of performance Licensed Products. Adobe may conduct an inspection of such services by LICENSEE shall be specimens at facilities of a high standard and shall in no manner reflect adversely upon the good name of LICENSOR or upon the reputation or value of the Trademarks. The quality and style of such services and products (its choosing including without limitation advertising, promotional and other materials bearing the Trademarks) shall be subject at Trademark Licensee's facilities to the prior written approval of LICENSOR, which may be granted or withheld in LICENSOR'S sole discretion, it being understood that the present format and quality controls are satisfactory to LICENSOR. (b) LICENSEE shall provide LICENSOR or its authorized representative with access to the business offices and other premises of LICENSEE at all reasonable times, in order that LICENSOR or its authorized representative may determine whether LICENSEE'S uses of the Trademarks conform with the high standards and quality which have been set forth in paragraph 2(a) hereof, and LICENSEE shall abide by the decision of LICENSOR in this respect. (c) In the event that LICENSEE at any time makes any changes in its business procedures that may alter the performance of any of the services or the delivery of products upon or in relation to which LICENSEE uses or intends to use the Trademarks, LICENSEE shall promptly give notice in writing thereof to LICENSOR so that LICENSOR may determine through supplemental investigation, if necessary, in LICENSOR'S sole judgment, whether conformance with the high standards. Trademark Licensee shall at Adobe's request assist Adobe in conducting such inspection and testing including, but not limited to, providing Adobe with applicable hardware. If, at any time, Adobe determines that Trademark Licensee has not met the Adobe quality standards, Adobe shall so advise Trademark Licensee and, upon Trademark Licensee's receipt of such notice by any means, the party who has failed to meet the standards and quality which have been set forth in paragraph 2 hereof is being maintainedshall -------------------------------------------------------------------------------- Draft #6 (March 28, and LICENSEE shall abide by the decision of LICENSOR in this respect.2000) Page 39 Initials: PSIP___; SEC ___