Common use of Trademark Usage Guidelines Clause in Contracts

Trademark Usage Guidelines. (a) Any use of a Licensed ▇▇▇▇, including in combination with any other ▇▇▇▇ of Licensee, must comply with the Trademark Usage Guidelines (i) in all respects relating to the Appearance of any Licensed ▇▇▇▇ and (ii) otherwise in all material respects, including with respect to the inclusion of all appropriate trademark notices, including the use of the designations ® and sm, as applicable, with the Licensed Marks; provided, however, that solely to the extent that any Licensed ▇▇▇▇ is used in a media that does not reasonably permit use in conformity with such Trademark Usage Guidelines (including by way of illustration and not of limitation, use of the Licensed Marks in ▇▇▇▇▇ filings with the Securities and Exchange Commission), such use shall not be prohibited by this Section 3.4(a). (b) Subject to Section 3.4(a) above: (i) Licensee shall provide Licensor a draft of Licensee’s first Identity Standards Manual that it proposes to include in a UFOC with respect to prospective Branded Franchisees, and which the parties acknowledge may be in a form comparable to the forms of the identity standards manuals that the Licensee Group uses in connection with its other franchisee systems, but must comply with the Trademark Usage Guidelines with respect to the Appearance of any Licensed ▇▇▇▇. Licensor shall review such draft Identity Standards Manual promptly upon receipt, and Licensee acknowledges and agrees that the final Identity Standards Manual included in such UFOC shall be subject to Licensor’s prior approval, such approval not to be unreasonably withheld. To the extent that the Identity Standards Manual approved by Licensor pursuant to the foregoing differs from the Trademark Usage Guidelines, Licensee shall have the right to rely upon and comply with such Identity Standards Manual approved by Licensor as provided herein. (ii) The Identity Standards Manual approved by Licensor may be amended or supplemented in good faith by Licensee from time to time, provided that any such amendment or supplement complies with the Trademark Usage Guidelines with respect to the Appearance of any Licensed ▇▇▇▇ and contains or proposes a change to the Identity Standards Manual that is of a quality equal to or higher, or as or more strict, than the Identity Standards Manual approved by Licensor pursuant to Section 3.4(b)(i). (c) The words contained in or comprising any Licensed ▇▇▇▇ other than the word “Sotheby’s” shall not be smaller in proportion to the word “Sotheby’s” than the approximate proportion of the word “Sotheby’s” with the words “International Realty” as such words appear together in the SIR ▇▇▇▇ in the Trademark Usage Guidelines. (d) This Section 3.4 shall not be deemed to limit or modify any other provision of this Agreement, including with respect to any use of the Licensed Marks.

Trademark Usage Guidelines. (a) Any use of a Licensed ▇▇▇▇, including in combination with any other ▇▇▇▇ of Licensee, must comply with the Trademark Usage Guidelines (i) in all respects relating to the Appearance of any Licensed ▇▇▇▇ and (ii) otherwise in all material respects, including with respect to the inclusion of all appropriate trademark notices, including the use of the designations ® (R) and sm, as applicable, with the Licensed Marks; provided, however, that solely to the extent that any Licensed ▇▇▇▇ is used in a media that does not reasonably permit use in conformity with such Trademark Usage Guidelines (including by way of illustration and not of limitation, use of the Licensed Marks in ▇▇▇▇▇ filings with the Securities and Exchange Commission), such use shall not be prohibited by this Section 3.4(a). (b) Subject to Section 3.4(a) above: (i) Licensee shall provide Licensor a draft of Licensee’s 's first Identity Standards Manual that it proposes to include in a UFOC with respect to prospective Branded Franchisees, and which the parties acknowledge may be in a form comparable to the forms of the identity standards manuals that the Licensee Group uses in connection with its other franchisee systems, but must comply with the Trademark Usage Guidelines with respect to the Appearance of any Licensed ▇▇▇▇. Licensor shall review such draft Identity Standards Manual promptly upon receipt, and Licensee acknowledges and agrees that the final Identity Standards Manual included in such UFOC shall be subject to Licensor’s 's prior approval, such approval not to be unreasonably withheld. To the extent that the Identity Standards Manual approved by Licensor pursuant to the foregoing differs from the Trademark Usage Guidelines, Licensee shall have the right to rely upon and comply with such Identity Standards Manual approved by Licensor as provided herein. (ii) The Identity Standards Manual approved by Licensor may be amended or supplemented in good faith by Licensee from time to time, provided that any such amendment or supplement complies with the Trademark Usage Guidelines with respect to the Appearance of any Licensed ▇▇▇▇ and contains or proposes a change to the Identity Standards Manual that is of a quality equal to or higher, or as or more strict, than the Identity Standards Manual approved by Licensor pursuant to Section 3.4(b)(i). (c) The words contained in or comprising any Licensed ▇▇▇▇ other than the word “"Sotheby’s” 's" shall not be smaller in proportion to the word “"Sotheby’s” 's" than the approximate proportion of the word “"Sotheby’s” 's" with the words “"International Realty” " as such words appear together in the SIR ▇▇▇▇ in the Trademark Usage Guidelines. (d) This Section 3.4 shall not be deemed to limit or modify any other provision of this Agreement, including with respect to any use of the Licensed Marks.