Common use of Trademark Guidelines Clause in Contracts

Trademark Guidelines. Licensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mxxx, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit H. Licensee shall promptly cure any breach of the Quality Guidelines upon notice from Licensor, provided that Licensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1, if Licensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee shall comply with the Logo Manual. Licensor may reasonably update such Quality Guidelines (“Updates”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following:

Trademark Guidelines. Licensee Sublicensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mxxx, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit H. Licensee [G(II)-]3. Sublicensee shall promptly cure any breach of the Quality Guidelines upon notice from Sublicensor or from Licensor, provided that Licensee Sublicensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee Sublicensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1, if Licensee Sublicensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee Sublicensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee Sublicensee shall comply with the Logo Manual. Licensor may reasonably update such Sublicensee acknowledges that the Quality Guidelines may be updated pursuant to the Brand License Agreement (“Updates”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following:Sublicensee shall comply with such Updates.

Trademark Guidelines. Licensee Sublicensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mxxx, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit H. Licensee [G(I)-]3. Sublicensee shall promptly cure any breach of the Quality Guidelines upon notice from [Licensee,] Sublicensor or from Licensor, provided that Licensee Sublicensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee Sublicensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in G(I)-7 this Section 3.1, if Licensee Sublicensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee Sublicensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee Sublicensee shall comply with the Logo Manual. Licensor may reasonably update such Sublicensee acknowledges that the Quality Guidelines may be updated pursuant to the Brand License Agreement (“Updates”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following:Sublicensee shall comply with such Updates.

Trademark Guidelines. Licensee Sublicensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mxxx, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit H. Licensee G-3 to the Brand License Agreement. Sublicensee shall promptly cure any breach of the Quality Guidelines upon notice from Licensee or from Licensor, provided that Licensee Sublicensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee Sublicensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1, if Licensee Sublicensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee Sublicensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee Sublicensee shall comply with the Logo Manual. Licensor may reasonably update such Sublicensee acknowledges that the Quality Guidelines may be updated pursuant to the Brand License Agreement (“Updates”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following:Sublicensee shall comply with such Updates.

Trademark Guidelines. Licensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mxxx, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit H. Licensee shall promptly cure any breach of the Quality Guidelines upon notice from Licensor, provided that Licensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1, if Licensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee shall comply with the Logo Manual. Licensor may reasonably update such Quality Guidelines (“Updates”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following:

Trademark Guidelines. Licensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality control guidelines for the Licensed Trademarks (“Quality Guidelines”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“Display”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mxxx, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “Logo Manual”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “Quality Manual”). The initial Quality Guidelines are attached as Exhibit H. F. Licensee shall promptly cure any breach of the Quality Guidelines upon notice from Licensor, provided that Licensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1, if Licensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee shall comply with the Logo Manual. Licensor may reasonably update such Quality Guidelines (“Updates”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following: