Common use of Trade Marks Clause in Contracts

Trade Marks. 12.1 The Supplier hereby grants to the Distributor the right in the Territory to use the Trade Marks in the promotion, advertisement and sale of the Products in accordance with the terms of and for the duration of this Agreement. The Supplier will pay the cost of registration and retention of the Trade Marks. 12.2 The Distributor shall ensure that the Products are sold under the Trade Marks and that on all Products, containers and advertisements for the Products the symbol ® or ™ shall be used in conjunction with the registered Trade Marks. 12.3 Any variations of the Trade Marks which the Distributor intends to use shall first be submitted to the Supplier for approval. 12.4 The Distributor shall not, without the prior written consent of the Supplier, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks, and shall not alter, deface or remove in any manner any reference to the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Products or their packaging or labelling. 12.5 The Distributor shall not sub-license, transfer or otherwise deal in any way with the rights of use of the Trade Marks granted under this Agreement. 12.6 The Distributor shall not do or omit to do anything in its use of the Trade Marks that may or would adversely affect their validity. 12.7 With respect to trade ▇▇▇▇ infringement: (a) each party shall promptly give notice in writing to the other in the event that it becomes aware of: (i) any infringement or suspected infringement within any Territory of the Trade Marks or any other intellectual property rights in or relating to the Products; or (ii) any claim that any Product or the manufacture, use, sale or other disposal of any Product within any Territory, whether or not under the Trade Marks, infringes the rights of any third party; (b) in the case of any matter falling within Clause 12.7 (a) (i): (i) the Supplier shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; (ii) the Supplier shall have sole control over and shall conduct any action as it shall deem necessary in pursuance of Clause 12.7(b)(i); and (iii) the Supplier shall pay all costs in connection with that action and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action. 12.8 In the case of any matter falling within Clause 12.7(a)(ii): (a) the Supplier and the Distributor shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them; and (b) failing agreement between the parties, either party shall be entitled to take all action as it shall consider to be necessary or appropriate at its own expense to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action. 12.9 Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including but not limited to the use of its name in or being joined as a party to proceedings) in connection with any action to be taken by the other party pursuant to this Clause 11.

Trade Marks. 12.1 5.1 The Supplier hereby grants Licensor warrants to the Distributor Licensee that the Licensor owns all right, title and interest in the Marks; that the Licensor has the right to enter into this Agreement and to grant the Licence to the Licensee; that the granting of this Licence does not violate or conflict with any applicable laws or orders and does not require the consent, approval or waiver from, or application or notice to, or filing or registration with, any governmental entity or other third party; that no other person or entity has been granted any rights under the Marks that would conflict, in any way, with the rights granted to Licensee under Clause 2.1. of this Agreement; that each of the registrations for the Marks is valid and subsisting and is enforceable in the Territory Territory; and that, so far as the Licensor is aware, the use of the Marks as contemplated by this Agreement does not infringe the intellectual property rights of others. To the Licensor’s knowledge no third party has infringed, misappropriated, or otherwise violated the Licensor’s rights in the Marks and there are no Marks other than those listed in Schedule 1. 5.2 The Licensee acknowledges that it does not have any right, title or interest in or to the Marks other than such as may be granted or confirmed to it under this Agreement. 5.3 The Licensee shall not do anything that is likely to diminish the rights of the Licensor in the Marks or to impair any registration of the Marks or to devalue the Marks in any way. 5.4 Subject to the terms of this Agreement, the Licensor shall not do anything that is likely to impair the rights of the Licensee in the Licence or to impair any registration of the Marks or devalue the Marks in any way within the Territory. 5.5 The Licensee shall not: 5.5.1 apply for or obtain registration of the Marks or any distinctive elements of each ▇▇▇▇ for any products or services in any country; or 5.5.2 apply for or obtain registration of any trade ▇▇▇▇ in any country which consists of or comprises any of the Marks or any confusingly similar words or devices. 5.6 The Licensor shall use reasonable efforts to maintain or have maintained the Trade registrations of the Marks and to prosecute to registration any pending applications for Marks and the Licensee shall bear all the costs of, and provide all necessary assistance in relation to, such maintenance and prosecution of the Marks in the promotionTerritory. If subsequent to the Commencement Date, advertisement the Licensor acquires, within the Territory, any registrations or applications for registration of any additional Marks, such registrations or applications for registration shall be deemed to have been added to Schedule 1 and sale the provisions of this Agreement shall be deemed to have been modified accordingly. 5.7 If the Products Licensee desires to use any improvements to the Marks or any other newly conceived intellectual property relating to the words BOLS VODKA or any similar words, it will obtain the Licensor’s prior written approval for the use thereof. All right, title and interest in and to such improvements, designs, concepts, artwork, and other newly conceived intellectual property shall be the exclusive property of Licensor and shall be used by the Licensee only in accordance with the terms of and for the duration of this Agreement. The Supplier will pay Upon the cost granting of registration and retention of the Trade Marks. 12.2 The Distributor shall ensure that the Products are sold under the Trade Marks and that on all Products, containers and advertisements for the Products the symbol ® or ™ shall be used in conjunction with the registered Trade Marks. 12.3 Any variations of the Trade Marks which the Distributor intends approval to use shall first be submitted to the Supplier for approval. 12.4 The Distributor shall notsuch improvements, without the prior written consent of the Supplierdesigns, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marksconcepts artwork, and other newly conceived intellectual property, the Licensor shall not alter, deface or remove maintain and endeavour to procure registration of such items in any manner any reference to the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Products or their packaging or labellingaccordance with Clause 5.6. 12.5 The Distributor shall not sub-license, transfer or otherwise deal in any way with the rights of use of the Trade Marks granted under this Agreement. 12.6 The Distributor shall not do or omit to do anything in its use of the Trade Marks that may or would adversely affect their validity. 12.7 With respect to trade ▇▇▇▇ infringement: (a) each party shall promptly give notice in writing to the other in the event that it becomes aware of: (i) any infringement or suspected infringement within any Territory of the Trade Marks or any other intellectual property rights in or relating to the Products; or (ii) any claim that any Product or the manufacture, use, sale or other disposal of any Product within any Territory, whether or not under the Trade Marks, infringes the rights of any third party; (b) in the case of any matter falling within Clause 12.7 (a) (i): (i) the Supplier shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; (ii) the Supplier shall have sole control over and shall conduct any action as it shall deem necessary in pursuance of Clause 12.7(b)(i); and (iii) the Supplier shall pay all costs in connection with that action and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action. 12.8 In the case of any matter falling within Clause 12.7(a)(ii): (a) the Supplier and the Distributor shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them; and (b) failing agreement between the parties, either party shall be entitled to take all action as it shall consider to be necessary or appropriate at its own expense to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action. 12.9 Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including but not limited to the use of its name in or being joined as a party to proceedings) in connection with any action to be taken by the other party pursuant to this Clause 11.

Trade Marks. 12.1 The Supplier hereby grants to Product will be marketed and sold by PARTY B solely under the Distributor Trade-marks. PARTY B will not alter, obscure, remove, cancel or otherwise interfere with any markings (including without limitation any Trade-marks, logos, trade names or trading style of PARTY A) and other indications of origin, which may be placed on Product. PARTY B acknowledges that PARTY A is the right exclusive owner of the Trade-marks and PARTY B has no right, title or interest whatsoever in the Territory to use the Trade Marks in the promotion, advertisement Trade-marks and sale of the Products in accordance any goodwill association therewith and that all goodwill associated with the terms of Trade-marks is owned by and shall ensure exclusively to and for the duration benefit of this Agreement. The Supplier will pay the cost of registration and retention of the Trade Marks.PARTY 12.2 The Distributor shall ensure that the Products are sold under the Trade Marks and that on all ProductsA. Furthermore, containers and advertisements for the Products the symbol ® or ™ shall be used in conjunction with the registered Trade Marks. 12.3 Any variations of the Trade Marks which the Distributor intends PARTY B agrees not to use shall first be submitted to the Supplier for approval. 12.4 The Distributor shall not, without the prior written consent of the Supplier, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks, and shall not alter, deface or remove represent in any manner that it has acquired any reference to ownership rights in the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Products or their packaging or labelling. 12.5 The Distributor shall not subTrade-license, transfer or otherwise deal in any way with the rights of marks. Any goodwill enjoyed by PARTY B from use of the Trade Marks granted under this Agreement. 12.6 The Distributor Trade- marks shall not do or omit to do anything vest in its use and become the absolute property of the Trade Marks that may or would adversely affect their validity. 12.7 With respect to trade ▇▇▇▇ infringement: (a) each party shall promptly give notice in writing to the other in the event that it becomes aware of: (i) any infringement or suspected infringement within any Territory of the Trade Marks or any other intellectual property rights in or relating to the Products; or (ii) any claim that any Product or the manufacture, use, sale or other disposal of any Product within any Territory, whether or not under the Trade Marks, infringes the rights of any third party; (b) in the case of any matter falling within Clause 12.7 (a) (i): (i) the Supplier shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; (ii) the Supplier shall have sole control over PARTY A and shall conduct any action as it shall deem necessary in pursuance of Clause 12.7(b)(i); and (iii) the Supplier shall pay all costs in connection with that action PARTY B undertakes and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action. 12.8 In the case of any matter falling within Clause 12.7(a)(ii): (a) the Supplier and the Distributor shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them; and (b) failing agreement between the parties, either party shall be entitled to take all action as it shall consider to be necessary or appropriate at its own expense to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action. 12.9 Each party shallagrees, at the request and expense of PARTY A, whether before or after termination of this Agreement, to execute all such instruments and to do all such acts and things as may be necessary and desirable to vest absolutely in PARTY A all such Trade-marks and the othergoodwill therein. PARTY B shall, provide during the Term of this Agreement and subject to due compliance with the provisions of this Article XII, have the right to use and display PARTY A’s Trade-Marks and copyrighted material in the Territory solely in connection with the marketing, sale, distribution and support of the Product in such Territory in accordance with the terms of this Agreement and, except as may be otherwise permitted in writing by PARTY A, for no other purpose whatsoever. It is the responsibility of PARTY B to ensure that the packaging materials for Product are in conformity with all reasonable assistance applicable legislation in the Territory. 12.2 In connection with the foregoing, PARTY B covenants and agrees as follows: (a) to market, distribute and support the Product only under the Trade-marks, and not under any other trade-▇▇▇▇ or logo of any other Person; (b) to obtain from PARTY A written approval for all promotional material, alternative product packaging including, without limitation, and to comply with all instructions issued by PARTY A relating to the other (including but not limited form and manner in which PARTY A’s Trade-marks shall be used and to discontinue forthwith, upon notice from PARTY A, any practice relating to the use of PARTY A’s Trade-marks which in PARTY A’s opinion would or might adversely affect the rights or interests of PARTY A in such Trade-marks; (c) to conduct business in a manner that reflects favourably at all times on the Product and reputation of PARTY A in order to develop, promote and maintain same with customers and to protect and preserve the goodwill and image of PARTY A and the Product; (d) not to use or permit any entity controlled by it or affiliated with it to use the Trade- marks or any other trade-marks or trade names or trade dress of PARTY A or any trade- marks, trade dress, words, names, symbols, or designs which could reasonably be expected to be considered confusingly similar thereto, as part of its corporate or trading name or style, or on any of its products; (e) not to infringe PARTY A’s rights in and to any of the Trade-marks and not to dispute, contest, attack or being joined as a party impair the validity or ownership of the Trade-marks or do any act which tends to proceedings) impair the validity of the Trade-marks or the title of PARTY A to any Trade-marks, trade names, copyrights and registrations used in connection with the Product, nor to effect any applications or registrations thereof without the express written consent of PARTY A, and not to take any action to the detriment of PARTY A’s interest therein or which would or could dilute the value of the goodwill attaching to the Trade-marks; (f) not to effect or permit the removal, renewal or alteration of any Trade-marks, trade names, notices, name plates, or D.I.N.’s or NPN’s or serial numbers affixed to any of the Product or its packaging; (g) to impose similar conditions on any Representatives or affiliated companies of PARTY B to those set out in this Article XII and to take such action as PARTY A may require at any time in respect to the use by any other Person of PARTY A’s Trade-marks. 12.3 PARTY B shall provide prompt notice to PARTY A of any claims, allegations, actions and demands that the marketing and/or distribution of the Product infringes or may infringe the intellectual property rights of any other Person and once such notice has been duly given, PARTY A shall have full carriage of any resulting action and PARTY B shall extend its full co- operation to PARTY A in the defence by PARTY A of any such claim, action or demand. 12.4 PARTY B shall immediately report to PARTY A any actual or potential infringements of the Trade-marks or any matter which may give rise to any infringement of the Trade-marks, or any imitation of Product of which PARTY B is or may become aware, and PARTY B shall co-operate with PARTY A in protecting such Trade-marks and Product from any such infringement. PARTY B shall not initiate any protective action with respect to the Trade-marks or Product without prior written authorization of PARTY A. 12.5 Upon termination of this Agreement for any reason whatsoever, PARTY B shall discontinue forthwith all use of PARTY A’s Trade-marks and trade names, and PARTY B shall return to PARTY A all price lists, catalogues, sales literature, advertising literature and all other materials relating to the Product or Confidential Information in PARTY B’s possession or over which it has control. 12.6 PARTY B agrees that the provisions of this Article XII are reasonable having regard to the necessity of PARTY A to protect its ownership rights in the Trade-marks and that any breach of the terms contained in this Article XII shall be taken deemed a material breach of this Agreement and in addition to any other remedies which may be available to it, PARTY A shall be entitled to enforce its rights hereunder by the specific performance or other party pursuant injunctive or equitable relief so as to this Clause 11protect all its rights in and to its Trade-marks.

Trade Marks. 12.1 The Supplier 8.1 FT hereby grants to the Distributor Client a royalty-free, non-exclusive, non-transferable licence for the right in the Territory term of this Agreement to use the FT Trade Marks in the promotion, advertisement Client Publications only for the purposes of and sale of the Products in accordance with the terms of this Agreement and for subject to the duration Client’s compliance with the Republishing Branding Guidelines and any written directions of this AgreementFT from time to time. The Supplier Client will pay not otherwise use the cost of registration and retention of the Trade Marks. 12.2 The Distributor shall ensure that the Products are sold under the FT Trade Marks and that on all Products, containers and advertisements for the Products the symbol ® or ™ shall be used in conjunction with the registered Trade Marks. 12.3 Any variations of the Trade Marks which the Distributor intends to use shall first be submitted to the Supplier for approval. 12.4 The Distributor shall not, without obtaining the prior written consent of the Supplier, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks, and shall not alter, deface or remove in any manner any reference to the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Products or their packaging or labellingFT. 12.5 8.2 The Distributor shall not sub-license, transfer or otherwise deal in any way with the rights of Client acknowledges and agrees that: (i) all goodwill accrued from use of the FT Trade Marks granted under this Agreement. 12.6 The Distributor shall not do or omit to do anything in its use of the Trade Marks that may or would adversely affect their validity. 12.7 With respect to trade ▇▇▇▇ infringement: (a) each party shall promptly give notice in writing hereunder inures‌ to the other in benefit of FT (or its licensors) and FT may at any time call for a confirmatory assignment of that goodwill and the event that it becomes aware of: (i) any infringement or suspected infringement within any Territory of the Trade Marks or any other intellectual property rights in or relating to the ProductsClient shall immediately execute it; or (ii) any claim that any Product or the manufacture, use, sale or other disposal of any Product within any Territory, whether or not under the Trade Marks, infringes the rights of any third party; (b) in the case of any matter falling within Clause 12.7 (a) (i): (i) the Supplier shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; (ii) the Supplier shall have sole control over and shall conduct any action as it shall deem necessary in pursuance FT Trade Marks will remain the exclusive property of Clause 12.7(b)(i)FT; and (iii) nothing in this Agreement shall confer upon the Supplier Client any right of ownership in the FT Trade Marks; (iv) the Client shall pay all costs not now or in connection with that the future contest the validity of the FT Trade Marks or take any action and impairing the rights of FT in the FT Trade Marks, including, without limitation, seeking to register any of the FT Trade Marks as part of a composite mark or to register any confusingly similar mark; (v) the Client shall be entitled not use any FT Trade Marks in a manner which causes or is likely to all damages and other sums which may be paid cause damage to FT’s goodwill and/or reputation or awarded as a result to the distinctiveness or validity of any such action. 12.8 In FT Trade Mark; (vi) the case Client shall not authorise any third parties to use the FT Trade Marks; (vii) the Client shall promptly inform FT of any matter falling within Clause 12.7(a)(ii): unauthorised use of the FT Trade Marks or of any attack on their validity or registration of which the Client becomes aware; and (aviii) the Supplier and the Distributor Client shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them; and (b) failing agreement between the parties, either party shall be entitled to take all action as it shall consider to be necessary or appropriate at its own expense to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action. 12.9 Each party shallprovide, at the request and expense of the otherFT, provide all reasonable and necessary assistance in maintaining registrations or prosecuting any applications for registration in respect of the FT Trade Marks. 8.3 FT may immediately terminate the Client’s permission to use the other FT Trade Marks on written notice if: (including but not limited i) the Client has committed a breach of its obligations relating to the use of its name in the FT Trade Marks and the Client has failed to remedy such breach as soon as reasonably practicable but no more than 48 hours from receiving written notice requiring the Client to so remedy; or being joined as (ii) a party government or court action requires FT or the Client to proceedings) in connection with any action to be taken by discontinue use of the other party pursuant to this Clause 11FT Trade Marks.

Trade Marks. 12.1 The Supplier (a) Each Party hereby grants to the Distributor the other a limited, royalty-free, non-transferable, non-exclusive right in the Territory to use the Trade granting Party’s Marks solely for the purposes of performing the grantee’s obligations under this Master Agreement. All such use shall comply with the guidelines and standards set by the granting Party and communicated to the other from time to time and shall include such notices as the granting Party may require from time to time, including notices indicating that such licensed Marks are used under license and are trade-marks of, or are registered in, the name of the granting Party or any other Person designated by same, as the case may be. (b) Each Party agrees that: (i) it shall not acquire any right, title or interest in or to the Marks of the other Party; (ii) any and all goodwill associated with such Marks shall enure exclusively to the benefit of the owner of such Marks; (iii) it shall not in any manner represent that it has any ownership interest in the promotion, advertisement and sale Marks of the Products other Party or in accordance with any applications or registrations thereof; (iv) it shall not dispute or contest for any reason whatsoever, directly or indirectly, the terms of and for the duration of this Agreement. The Supplier will pay the cost of registration and retention validity, ownership or enforceability of the Trade Marks. 12.2 The Distributor shall ensure that the Products are sold under the Trade Marks and that on all Products, containers and advertisements for the Products the symbol ® or ™ shall be used in conjunction with the registered Trade Marks. 12.3 Any variations of the Trade Marks which the Distributor intends to use shall first be submitted to the Supplier for approval. 12.4 The Distributor other Party, and it shall not, without directly or indirectly, attempt to dilute the prior written consent value of the Supplier, alter or make any addition to the labelling or packaging of the Products displaying the Trade goodwill associated with such Marks, and nor counsel, procure or assist anyone else to do any of such acts; (v) it shall not alter, deface directly or remove in indirectly oppose any manner any reference to application by the Trade Marks, any reference to the Supplier other Party or any other name attached or affixed Person designated by such Party to register the Products or their packaging or labelling. 12.5 The Distributor shall not sub-license, transfer or otherwise deal Marks of the other Party in any way with jurisdiction or any application to extend any registration for such Marks; (c) Each Party shall promptly notify the rights of other Party of: (i) any improper use or infringement which comes to its attention involving the Marks of the Trade Marks granted under this Agreement. 12.6 The Distributor shall not do other Party; or omit to do anything in its (ii) any use of the Trade Marks that may or would adversely affect their validity. 12.7 With respect to trade involving a confusingly similar ▇▇▇▇ infringement: (a) each party shall promptly give notice in writing to by any Person not authorized by the other in Party. The Party to whom the event that it becomes aware of: (i) any infringement or suspected infringement within any Territory of Marks belong shall have the Trade Marks or any other intellectual property rights in or relating to the Products; or (ii) any claim that any Product or the manufacture, use, sale or other disposal of any Product within any Territory, whether or not under the Trade Marks, infringes the rights of any third party; (b) in the case of any matter falling within Clause 12.7 (a) (i): (i) the Supplier shallright, in its absolute discretion, determine what action if to settle any shall be taken in respect of dispute with any Person regarding the matter; (ii) the Supplier shall have sole control over and shall conduct any action as it shall deem necessary in pursuance of Clause 12.7(b)(i); and (iii) the Supplier shall pay all costs in connection with that action and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action. 12.8 In the case of any matter falling within Clause 12.7(a)(ii): (a) the Supplier and the Distributor shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them; and (b) failing agreement between the parties, either party shall be entitled to take all action as it shall consider to be necessary or appropriate at its own expense to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action. 12.9 Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including but not limited to the unauthorized use of its name in or being joined as a party to proceedingsMarks. The Parties waive the provisions of section 50(3) in connection with any action to be taken by of the other party pursuant to this Clause 11Trade-marks Act.

Trade Marks. 12.1 The Supplier 8.1 FT hereby grants to the Distributor Client a royalty-free, non-exclusive, non-transferable license for the right in the Territory term of this Agreement to use the FT Trade Marks in the promotion, advertisement Client Publications only for the purposes of and sale of the Products in accordance with the terms of this Agreement and for subject to the duration Client’s compliance with the Republishing Branding Guidelines and any written directions of this AgreementFT from time to time. The Supplier Client will pay not otherwise use the cost of registration and retention of the Trade Marks. 12.2 The Distributor shall ensure that the Products are sold under the FT Trade Marks and that on all Products, containers and advertisements for the Products the symbol ® or ™ shall be used in conjunction with the registered Trade Marks. 12.3 Any variations of the Trade Marks which the Distributor intends to use shall first be submitted to the Supplier for approval. 12.4 The Distributor shall not, without obtaining the prior written consent of the Supplier, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks, and shall not alter, deface or remove in any manner any reference to the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Products or their packaging or labellingFT. 12.5 8.2 The Distributor shall not sub-license, transfer or otherwise deal in any way with the rights of Client acknowledges and agrees that: (i) all goodwill accrued from use of the FT Trade Marks granted under this Agreement. 12.6 The Distributor shall not do or omit to do anything in its use of the Trade Marks that may or would adversely affect their validity. 12.7 With respect to trade ▇▇▇▇ infringement: (a) each party shall promptly give notice in writing hereunder inures‌ to the other in benefit of FT (or its licensors) and FT may at any time call for a confirmatory assignment of that goodwill and the event that it becomes aware of: (i) any infringement or suspected infringement within any Territory of the Trade Marks or any other intellectual property rights in or relating to the ProductsClient shall immediately execute it; or (ii) any claim that any Product or the manufacture, use, sale or other disposal of any Product within any Territory, whether or not under the Trade Marks, infringes the rights of any third party; (b) in the case of any matter falling within Clause 12.7 (a) (i): (i) the Supplier shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; (ii) the Supplier shall have sole control over and shall conduct any action as it shall deem necessary in pursuance FT Trade Marks will remain the exclusive property of Clause 12.7(b)(i)FT; and (iii) nothing in this Agreement shall confer upon the Supplier Client any right of ownership in the FT Trade Marks; (iv) the Client shall pay all costs not now or in connection with that the future contest the validity of the FT Trade Marks or take any action and impairing the rights of FT in the FT Trade Marks, including, without limitation, seeking to register any of the FT Trade Marks as part of a composite mark or to register any confusingly similar mark; (v) the Client shall be entitled not use any FT Trade Marks in a manner which causes or is likely to all damages and other sums which may be paid cause damage to FT’s goodwill and/or reputation or awarded as a result to the distinctiveness or validity of any such action. 12.8 In FT Trade Mark; (vi) the case Client shall not authorise any third parties to use the FT Trade Marks; (vii) the Client shall promptly inform FT of any matter falling within Clause 12.7(a)(ii): unauthorised use of the FT Trade Marks or of any attack on their validity or registration of which the Client becomes aware; and (aviii) the Supplier and the Distributor Client shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them; and (b) failing agreement between the parties, either party shall be entitled to take all action as it shall consider to be necessary or appropriate at its own expense to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action. 12.9 Each party shallprovide, at the request and expense of the otherFT, provide all reasonable and necessary assistance in maintaining registrations or prosecuting any applications for registration in respect of the FT Trade Marks. 8.3 FT may immediately terminate the Client’s permission to use the other FT Trade Marks on written notice if: (including but not limited i) the Client has committed a breach of its obligations relating to the use of its name in the FT Trade Marks and the Client has failed to remedy such breach as soon as reasonably practicable but no more than 48 hours from receiving written notice requiring the Client to so remedy; or being joined as (ii) a party government or court action requires FT or the Client to proceedings) in connection with any action to be taken by discontinue use of the other party pursuant to this Clause 11FT Trade Marks.

Trade Marks. 12.1 The Supplier 11.1 TMC hereby grants to the Distributor the right non-exclusive right, in the Territory Territory, to use the Trade Marks in the promotion, advertisement and sale of the Products in accordance with the terms of Products, subject to, and for the duration of of, this Agreementagreement. The Supplier will pay the cost of registration Distributor acknowledges and retention of the Trade Marks. 12.2 The Distributor shall ensure agrees that the Products are sold under all rights in the Trade Marks shall remain in TMC, and that on all Productsthe Distributor has and will acquire no right in them by virtue of the discharge of its obligations under this agreement, containers and advertisements except for the Products right to use the symbol ® or ™ shall be used Trade Marks as expressly provided in conjunction with the registered Trade Marksthis agreement. 12.3 Any variations 11.2 All representations of the Trade Marks which that the Distributor intends to use shall first be submitted to the Supplier TMC for approvalwritten approval before use. 12.4 11.3 The Distributor shall comply with all rules for the use of the Trade Marks issued by TMC and shall not, without the prior written consent of the SupplierTMC, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks, and . The Distributor shall not alter, deface or remove in any manner any reference to the Trade Marks, any reference to the Supplier TMC or any other name attached or affixed to displayed on the Products or their packaging or labelling. 12.5 11.4 TMC makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory. 11.5 The Distributor shall not sub-license, transfer or otherwise deal in any way with the rights of use of the Trade Marks granted under this Agreementagreement. 12.6 11.6 The Distributor shall not do do, or omit to do do, anything in its use of the Trade Marks that may or would could adversely affect their validityvalidity or reputation. 12.7 With respect 11.7 The Distributor shall immediately enter into any further agreements with TMC, in a form satisfactory to trade TMC, necessary for the recording, registration or safeguarding of TMC's Trade ▇▇▇▇ infringement:rights or the marketing of the Products under the Trade Marks. (a) each 11.8 Each party shall promptly give notice in writing to the other in the event that if it becomes aware of: (ia) any infringement or suspected infringement within any Territory of the Trade Marks or any other intellectual property rights in or relating to the ProductsProducts within the Territory; or (iib) any claim that any Product or the manufacture, use, sale or other disposal of any Product within any the Territory, whether or not under the Trade Marks, infringes the rights of any third party. 11.9 In respect of any matter that falls within clause 11.8(a): (a) TMC shall in its absolute discretion, decide what action to take in respect of the matter (if any); (b) in the case of any matter falling within Clause 12.7 (a) (i): (i) the Supplier shall, in its absolute discretion, determine what action if any TMC shall be taken in respect of the matter; (ii) the Supplier shall conduct and have sole control over and shall conduct any consequent action as that it shall deem necessary in pursuance of Clause 12.7(b)(i)deems necessary; and (iiic) the Supplier TMC shall pay all costs in connection with relation to that action and shall be entitled to all damages and other sums which that may be paid or awarded as a result of any such that action. 12.8 11.10 In the case respect of any matter falling that falls within Clause 12.7(a)(iiclause 11.8(b): (a) the Supplier TMC and the Distributor shall consult to decide agree: (i) what steps shall be taken to take to prevent or terminate the infringement and infringement; and (ii) the proportions in which they shall share the cost of those steps and any damages and other sums which that may be awarded in their favour to or against them; and (b) failing agreement between the parties, either party shall be entitled to may take all any action as it shall consider to be considers necessary or appropriate appropriate, at its own expense expense, to defend such a the claim and shall be entitled to and subject to responsible for all damages and other sums which that may be recovered or awarded against it as a result of any such that action. 12.9 11.11 Each party shall, at the request and expense of the other, provide all any reasonable assistance to the other (including but not limited to the use of its name in in, or being joined as a party to to, proceedings) in connection with any action to be taken by the other party pursuant under this clause 11, provided that that party is given such indemnity as it may reasonably require against any losses, costs and expenses it may incur as a result of or in connection with providing such assistance. 11.12 TMC alone is responsible for the registration and maintenance of any marks or designs that relate to the Products. The Distributor shall not obtain or try to obtain or register for itself anywhere in the world any trademarks or trade names the same as or similar to the Trade Marks. 11.13 The Distributor shall not use the Trade Marks as part of the name under which Distributor conducts its business, or any connected business, or under which it sells or services any products (except the Products), or in any other way, except as expressly permitted hereunder. 11.14 The Distributor shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Marks to any other party, except as otherwise expressly permitted under this Clause 11agreement. 11.15 Upon termination of this agreement for any reason, the Distributor will immediately stop using all or any part of the Trade Marks.