Common use of Trademark Clause in Contracts

Trademark. The DISTRIBUTOR shall use the Trademarks in marketing, advertising and promoting the sale of the Products only in accordance with the policies of the SUPPLIER regarding the use of Trademarks. Any use by DISTRIBUTOR of advertising, sales or promotional materials shall be subject to the SUPPLIER'S prior approval. The right to use the Trademarks shall cease and terminate upon the effective date of termination [*Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.] of this Agreement. The Trademarks shall remain the sole and exclusive property of the SUPPLIER. DISTRIBUTOR acknowledges that nothing contained shall give DISTRIBUTOR any right or interest in any other Trademarks or any trademark, tradename, sign, symbol, emblem, device, trade style or slogan used by or at the direction of the SUPPLIER upon or in relation to the Products. DISTRIBUTOR covenants not to do or permit to be done any act calculated to prejudice, affect, impair or destroy the title and/or interest of the SUPPLIER in and to the Trademarks. If it shall come to the attention of DISTRIBUTOR that any person, firm or corporation is infringing any Trademark, DISTRIBUTOR will promptly notify the SUPPLIER and cooperate fully with the SUPPLIER in the defense and protection of the Trademarks. All use of the Trademarks by DISTRIBUTOR under this Agreement shall inure to the exclusive benefit of the SUPPLIER. In the event that any action, suit or proceeding is commenced against DISTRIBUTOR concerning DISTRIBUTOR'S use of the Trademarks, DISTRIBUTOR shall promptly give notice thereof to the SUPPLIER. The SUPPLIER agrees to indemnify and hold DISTRIBUTOR harmless from and against any and all liability and legal costs (including reasonable attorneys' fees) arising out of any claim or action by another party with respect to DISTRIBUTOR'S use of the Trademarks. DISTRIBUTOR shall not enter into any settlement of any indemnified claim without the SUPPLIER'S consent.

Trademark. (a) The DISTRIBUTOR Products shall, except as otherwise provided below, bear only the "Amana" trade names and/or trademarks. Any rights which may accrue from the use of any such trademarks or trade names on such Products shall inure to the sole benefit of Buyer. (b) Buyer shall defend any suit or proceeding and hold Seller harmless against any and all claims, demands, costs or losses arising from any suit or proceeding brought against Seller based on a claim of trademark infringement by reason of Seller's proper and authorized use the Trademarks in marketing, advertising and promoting the sale of any such trademarks or trade names of any of the Products only hereunder, and shall pay all damages and costs awarded therein; provided Seller, upon receiving notice thereof promptly notifies Buyer of such claim or the commencement of any such suit, action, proceeding or objection or threats thereof, and affords Buyer the opportunity, in accordance its sole discretion, to determine the manner in which such claim, suit, action, proceeding or objection shall be handled or otherwise disposed of. Seller shall give Buyer the reasonable cooperation Buyer requests in connection with the policies defense of any such suit, action, proceeding or objection; provided that Buyer reimburses Seller for all reasonable and direct costs and expenses incurred by Seller in connection therewith. (c) Notwithstanding the foregoing, Seller may be represented in any such suit at its own expense and by its own counsel; provided however, that Seller shall not consent to any judgement or decree in any such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claims of a third party except upon the prior written consent of Buyer, which consent shall not be unreasonably delayed or withheld. (d) It is understood and agreed that the names and trademarks of each of the SUPPLIER regarding parties hereto shall remain such party's sole and exclusive property, and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the use of Trademarks. Any use trade names or trademarks on Products covered by DISTRIBUTOR of advertising, sales or promotional materials shall be subject this contract which are so similar to the SUPPLIER'S prior approvalnames or trademarks of the other party as to be likely to cause confusion of origin or otherwise deceive the public. The right to use the Trademarks shall cease and terminate upon the effective date of Upon termination [*Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.] or expiration of this Agreement. The Trademarks shall remain , each party will, upon the sole and exclusive property request of the SUPPLIER. DISTRIBUTOR acknowledges that nothing contained shall give DISTRIBUTOR other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any right and all rights which might inadvertently have been lost or interest jeopardized as a result of operations under this Agreement. (e) Buyer agrees not to use any trademarks or trade names of Seller on or in connection with the Products, nor to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in any other Trademarks or any trademark, tradename, sign, symbol, emblem, device, trade style or slogan used by or at the direction of the SUPPLIER upon or in relation advertising relating to the Products. DISTRIBUTOR covenants Buyer will take all reasonable acts to discourage any use of Seller's trademarks or trade names by any dealer or distributor in connection with Products. (f) Anything to the contrary notwithstanding, in the event any statute, law, rule or regulation of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the Products. (g) Seller agrees not to do use any of Buyer's trademarks or permit to be done any act calculated to prejudice, affect, impair trade names on or destroy the title and/or interest of the SUPPLIER in and to the Trademarks. If it shall come to the attention of DISTRIBUTOR that any person, firm or corporation is infringing any Trademark, DISTRIBUTOR will promptly notify the SUPPLIER and cooperate fully connection with the SUPPLIER in the defense and protection of the Trademarks. All use of the Trademarks by DISTRIBUTOR Products except as permitted under this Agreement shall inure Agreement, and not to the exclusive benefit of the SUPPLIER. In the event that any action, suit sell or proceeding is commenced against DISTRIBUTOR concerning DISTRIBUTOR'S use of the Trademarks, DISTRIBUTOR shall promptly give notice thereof to the SUPPLIER. The SUPPLIER agrees to indemnify and hold DISTRIBUTOR harmless from and against any and all liability and legal costs (including reasonable attorneys' fees) arising out dispose of any claim Products bearing any of Buyer's trademarks or action trade names to any one other than Buyer, unless expressly authorized in writing by another party with respect to DISTRIBUTOR'S use of the Trademarks. DISTRIBUTOR shall not enter into any settlement of any indemnified claim without the SUPPLIER'S consentBuyer.

Trademark. The DISTRIBUTOR shall use (a) IBC recognizes that Empyrean is the Trademarks in marketingowner of all right, advertising title and promoting the sale of the Products only in accordance with the policies of the SUPPLIER regarding the use of Trademarks. Any use by DISTRIBUTOR of advertising, sales or promotional materials shall be subject to the SUPPLIER'S prior approval. The right to use the Trademarks shall cease and terminate upon the effective date of termination [*Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.] of this Agreement. The Trademarks shall remain the sole and exclusive property of the SUPPLIER. DISTRIBUTOR acknowledges that nothing contained shall give DISTRIBUTOR any right or interest in any other Trademarks or any trademark, tradename, sign, symbol, emblem, device, trade style or slogan used by or at the direction of the SUPPLIER upon or in relation to the Products. DISTRIBUTOR covenants not to do or permit to be done any act calculated to prejudice, affect, impair or destroy the title and/or interest of the SUPPLIER in and to the Trademarks. If it Trademark in any form or embodiment thereof and is also the owner of the goodwill attached or which shall come become attached to the attention of DISTRIBUTOR that any person, firm or corporation is infringing any Trademark, DISTRIBUTOR will promptly notify the SUPPLIER and cooperate fully Trademark in connection with the SUPPLIER business and goods in relation to which the defense same has been, is, or shall be used. Sales by IBC shall be deemed to have been made by Empyrean for the purposes of goodwill and protection all uses of the Trademarks. All use of the Trademarks Trademark by DISTRIBUTOR under this Agreement IBC shall inure to the exclusive benefit of Empyrean and any rights of Empyrean. IBC shall not at any time intentionally or recklessly do or suffer to be done by anyone acting on its behalf or in connection with IBC any act or thing which will in any way impair the SUPPLIERrights of Empyrean in or to the Trademark or any application or registration thereof or which depreciates the value of the Trademark or its reputation. (b) IBC shall, at the request of Empyrean, fully cooperate with Empyrean in preparing, executing and causing to be recorded or filed such agreements (including registered user agreements and other documents reasonably required by Empyrean) to confirm the ownership by Empyrean of the Trademark, and to evidence, protect and implement its rights to the Trademark within and outside the Territory and the respective rights of Empyrean and IBC pursuant to this Agreement. In Empyrean and IBC acknowledge that only Empyrean may file and prosecute trademark applications regarding the event that any action, suit Trademark or proceeding is commenced against DISTRIBUTOR concerning DISTRIBUTOR'S IBC's use of the TrademarksTrademark anywhere. IBC will cooperate with Empyrean, DISTRIBUTOR at Empyrean's request, in connection with the preparation, execution, filing and prosecution of applications to register the Trademark both inside and outside the Territory and the maintenance of such registrations as may issue. Upon expiration or termination of this Agreement for any reason whatsoever, IBC will execute and file such documents as shall promptly give be required by Empyrean, including without limitation, termination of any agreements and assignments of rights. (c) IBC shall cause to appear on all Licensed Products and on all materials on or in connection with which the Trademark is used such legend, markings and notice thereof of any trademark, trade name or other rights therein or pertaining thereto as Empyrean shall reasonably require and shall comply with all notice and marking requirements of any law applicable or necessary to the SUPPLIER. The SUPPLIER agrees protection of the Trademark. (d) IBC shall never (i) challenge Empyrean's ownership of or right to indemnify and hold DISTRIBUTOR harmless from and against license, or the validity of, the Trademark, any and application for registration thereof or any trademark registration thereof nor (ii) contest the fact that IBC's rights under this Agreement are solely those of a Licensee. (e) At the expiration or termination of this Agreement, except as expressly provided herein, all liability and legal costs (including reasonable attorneys' fees) arising out rights of any claim or action by another party IBC with respect to DISTRIBUTOR'S use of the Trademarks. DISTRIBUTOR Trademark shall not enter into any settlement of any indemnified claim without the SUPPLIER'S consentthereupon cease and terminate for all purposes whatsoever.

Trademark. The DISTRIBUTOR BUYER acknowledges that SELLER has expended significant resources in the development and promotion of various chemical and trade names in connection with the sale of its own products, including without limitation, certain chemical names of the Active Ingredients. In light of such investment and in order to avoid confusion, BUYER acknowledges and agrees that it has no right in, and shall not use, the common chemical names Imidacloprid and Cyfluthrin other than on the ingredient statement on the labels for the Formulated Products containing such Active Ingredients (PROVIDED HOWEVER, that BUYER may use any of these trademarks in sales materials provided to retail customers), and shall not in any event use the Trademarks trademark Merit(R). BUYER additionally acknowledges and agrees that BUYER shall not (i) use the phrase [* *] in marketingthe name of any Product it produces from Source Materials supplied hereunder, advertising and promoting (ii) make any label claim on any home, insect control product containing Cylathrin, that such product is a [* *], or any variation thereof. BUYER further acknowledges that SELLER has a significant interest in protecting the quality and integrity of the Active Ingredients and therefore agrees that if it elects at any time to use a marketing or trade name for any of the Active Ingredients contained in any of the Formulated Products, it will provide such proposed marketing or trade name(s) to SELLER for SELLER's review and consent, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, SELLER does hereby consent to BUYER's use of the trade name Cylathrin(R) for the cyfluthrin Active Ingredient provided hereunder. Provided, however, that such grant of a right to use the Cylathrin(R) name does not convey any right, title or interest in and to such ▇▇▇▇ to BUYER, nor shall BUYER's use of such market create any such right, title or interest in BUYER for such ▇▇▇▇. Nothing in this Agreement shall be construed as granting to BUYER the right to use any trademark belonging to SELLER in relation to the sale of the Formulated Products only in accordance with the policies of the SUPPLIER regarding the use of Trademarks. Any use by DISTRIBUTOR of advertisingor otherwise, sales or promotional materials other than as strictly required for regulatory purposes, which use, if any, shall be subject to for the SUPPLIER'S prior approval. The right to use the Trademarks shall cease and terminate upon the effective date of termination [*Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.] of this Agreement. The Trademarks shall remain the sole and exclusive property of the SUPPLIER. DISTRIBUTOR acknowledges that nothing contained shall give DISTRIBUTOR any right or interest in any other Trademarks or any trademark, tradename, sign, symbol, emblem, device, trade style or slogan used by or at the direction of the SUPPLIER upon or in relation to the Products. DISTRIBUTOR covenants not to do or permit to be done any act calculated to prejudice, affect, impair or destroy the title and/or interest of the SUPPLIER in and to the Trademarks. If it shall come to the attention of DISTRIBUTOR that any person, firm or corporation is infringing any Trademark, DISTRIBUTOR will promptly notify the SUPPLIER and cooperate fully with the SUPPLIER in the defense and protection of the Trademarks. All use of the Trademarks by DISTRIBUTOR under this Agreement shall inure to the exclusive benefit of the SUPPLIER. In the event that any action, suit or proceeding is commenced against DISTRIBUTOR concerning DISTRIBUTOR'S use of the Trademarks, DISTRIBUTOR shall promptly give notice thereof to the SUPPLIER. The SUPPLIER agrees to indemnify and hold DISTRIBUTOR harmless from and against any and all liability and legal costs (including reasonable attorneys' fees) arising out of any claim or action by another party with respect to DISTRIBUTOR'S use of the Trademarks. DISTRIBUTOR shall not enter into any settlement of any indemnified claim without the SUPPLIER'S consentSELLER.

Trademark. The DISTRIBUTOR shall use (a) IBC-Empyrean LLC recognizes that Empyrean is the Trademarks in marketingowner of all right, advertising title and promoting the sale of the Products only in accordance with the policies of the SUPPLIER regarding the use of Trademarks. Any use by DISTRIBUTOR of advertising, sales or promotional materials shall be subject to the SUPPLIER'S prior approval. The right to use the Trademarks shall cease and terminate upon the effective date of termination [*Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.] of this Agreement. The Trademarks shall remain the sole and exclusive property of the SUPPLIER. DISTRIBUTOR acknowledges that nothing contained shall give DISTRIBUTOR any right or interest in any other Trademarks or any trademark, tradename, sign, symbol, emblem, device, trade style or slogan used by or at the direction of the SUPPLIER upon or in relation to the Products. DISTRIBUTOR covenants not to do or permit to be done any act calculated to prejudice, affect, impair or destroy the title and/or interest of the SUPPLIER in and to the Trademarks. If it Trademark in any form or embodiment thereof and is also the owner of the goodwill attached or which shall come become attached to the attention of DISTRIBUTOR that any person, firm or corporation is infringing any Trademark, DISTRIBUTOR will promptly notify the SUPPLIER and cooperate fully Trademark in connection with the SUPPLIER business and goods in relation to which the defense same has been, is, or shall be used. Sales by IBC-Empyrean LLC shall be deemed to have been made by Empyrean for the purposes of goodwill and protection all uses of the Trademarks. All use of the Trademarks Trademark by DISTRIBUTOR under this Agreement IBC-Empyrean LLC shall inure to the exclusive benefit of Empyrean and any rights of Empyrean. IBC-Empyrean LLC shall not at any time intentionally or recklessly do or suffer to be done by anyone acting on its behalf or in connection with IBC-Empyrean LLC any act or thing which will in any way impair the SUPPLIERrights of Empyrean in or to the Trademark or any application or registration thereof or which depreciates the value of the Trademark or its reputation. (b) IBC-Empyrean LLC shall, at the request of Empyrean, fully cooperate with Empyrean in preparing, executing and causing to be recorded or filed such agreements (including registered user agreements and other documents reasonably required by Empyrean) to confirm the ownership by Empyrean of the Trademark, and to evidence, protect and implement its rights to the Trademark within and outside the Territory and the respective rights of Empyrean and IBC-Empyrean LLC pursuant to this Agreement. In Empyrean and IBC-Empyrean LLC acknowledge that only Empyrean may file and prosecute trademark applications regarding the event that any action, suit Trademark or proceeding is commenced against DISTRIBUTOR concerning DISTRIBUTOR'S IBC-Empyrean LLC's use of the TrademarksTrademark anywhere. IBC-Empyrean LLC will cooperate with Empyrean, DISTRIBUTOR at Empyrean's request, in connection with the preparation, execution, filing and prosecution of applications to register the Trademark both inside and outside the Territory and the maintenance of such registrations as may issue. Upon expiration or termination of this Agreement for any reason whatsoever, IBC-Empyrean LLC will execute and file such documents as shall promptly give be required by Empyrean, including without limitation, termination of any agreements and assignments of rights. (c) IBC-Empyrean LLC shall cause to appear on all Licensed Products and on all materials on or in connection with which the Trademark is used such legend, markings and notice thereof of any trademark, trade name or other rights therein or pertaining thereto as Empyrean shall reasonably require and shall comply with all notice and marking requirements of any law applicable or necessary to the SUPPLIER. The SUPPLIER agrees protection of the Trademark. (d) IBC-Empyrean LLC shall never (i) challenge Empyrean's ownership of or right to indemnify and hold DISTRIBUTOR harmless from and against license, or the validity of, the Trademark, any and application for registration thereof or any trademark registration thereof nor (ii) contest the fact that IBC-Empyrean LLC's rights under this Agreement are solely those of a Licensee. (e) At the expiration or termination of this Agreement or the Operating Agreement, except as expressly provided herein, all liability and legal costs (including reasonable attorneys' fees) arising out rights of any claim or action by another party IBC-Empyrean LLC with respect to DISTRIBUTOR'S use of the Trademarks. DISTRIBUTOR Trademark shall not enter into any settlement of any indemnified claim without the SUPPLIER'S consentthereupon cease and terminate for all purposes whatsoever.

Trademark. (a) The DISTRIBUTOR appointment as per paragraph 2(a) shall use include the Trademarks in marketing, advertising and promoting the sale of the Products only in accordance with the policies of the SUPPLIER regarding the use of Trademarks. Any use permission granted by DISTRIBUTOR of advertising, sales or promotional materials shall be subject Producer to the SUPPLIER'S prior approval. The right Importer to use the Trademarks shall cease and terminate upon TRADEMARK free from any additional payment in the effective date of termination [*Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.] of this Agreement. The Trademarks shall remain the sole and exclusive property of the SUPPLIER. DISTRIBUTOR acknowledges that nothing contained shall give DISTRIBUTOR any right or interest in any other Trademarks or any trademark, tradename, sign, symbol, emblem, device, trade style or slogan used by or at the direction of the SUPPLIER upon or TERRITORY only in relation to the Productsmarketing, sales and promotion of THE PRODUCTS. DISTRIBUTOR covenants not Importer shall ensure that each reference to do or permit to be done any act calculated to prejudice, affect, impair or destroy the title and/or interest of the SUPPLIER in and to the Trademarks. If it shall come to the attention of DISTRIBUTOR that any person, firm or corporation is infringing any Trademark, DISTRIBUTOR will promptly notify the SUPPLIER and cooperate fully with the SUPPLIER in the defense and protection of the Trademarks. All use of the Trademarks TRADEMARK by DISTRIBUTOR under Importer is in a manner from time to time approved by Producer. (b) The permission to use the TRADEMARK in the TERRITORY hereby granted shall not be capable of assignment by Importer and upon termination of this Agreement Contract all rights granted to Importer to use the TRADEMARK shall inure cease forthwith. (c) Importer acknowledges the title of Producer to the exclusive benefit TRADEMARK in the TERRITORY and elsewhere and agrees not to tamper with it or do any act which might invalidate such title or the registration of the SUPPLIER. TRADEMARK, nor do any act which might support any application to remove the TRADEMARK from the register nor assist any other person directly or indirectly in any such act. (d) The goodwill arising from the permitted use of THE TRADEMARK by the Importer shall accrue to Producer. (e) Importer undertakes not to use in its business any other TRADEMARK which is similar to, or substantially similar to, or so nearly resembles the Limoncello TRADEMARK as to cause deception or confusion. (f) In the event that Importer learns of any action, suit infringement or proceeding is commenced against DISTRIBUTOR concerning DISTRIBUTOR'S use threatened TRADE DRESS infringement of the TrademarksTRADEMARK, DISTRIBUTOR shall promptly give notice thereof or any common law passing-off by reason of imitations or otherwise, or that any third party alleges claim that the TRADEMARK is liable to cause deception or confusion to the SUPPLIERpublic, Importer shall forthwith notify Producer giving particulars thereof and Importer will, at Producer's expense, provide all reasonable information and assistance to Producer in the event that Producer decides that proceeding should be commenced or defended. Any such proceedings shall be under the control and expense of Producer. (g) The SUPPLIER agrees copyright in all brochures, pamphlets and material supplied by Producer to indemnify Importer and hold DISTRIBUTOR harmless from relating to THE PRODUCTS shall be and against any shall remain the property of Producer and Importer shall, upon termination of this Contract, return to Producer or dispose of as Producer shall direct at the cost of Producer, all liability samples supplied by Producer together with all such brochures and legal costs (including reasonable attorneys' fees) arising out of any claim or action by another party with respect to DISTRIBUTOR'S use of the Trademarks. DISTRIBUTOR shall not enter into any settlement of any indemnified claim without the SUPPLIER'S consentmaterials as aforesaid.

Trademark. (a) The DISTRIBUTOR shall use Products shall, except as otherwise provided below, bear only the Trademarks in marketing, advertising and promoting the sale of the Products only in accordance with the policies of the SUPPLIER regarding **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** trade names and/or trademarks. Any rights which may accrue from the use of Trademarks. Any use by DISTRIBUTOR of advertising, sales any such trademarks or promotional materials trade names on such Products shall be subject inure to the SUPPLIER'S prior approval. The right to sole benefit of Buyer. (b) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** (c) OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** (d) It is understood and agreed that the names and trademarks of each of the parties hereto shall remain such party's sole and exclusive property, and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the Trademarks shall cease and terminate upon the effective date use of termination [*Certain information trade names or trademarks on Products covered by this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect contract which are so similar to the omitted portions.] names or trademarks of the other party as to be likely to cause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement. The Trademarks shall remain , each party will, upon the sole and exclusive property request of the SUPPLIER. DISTRIBUTOR acknowledges that nothing contained shall give DISTRIBUTOR other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any right and all rights which might inadvertently have been lost or interest jeopardized as a result of operations under this Agreement. (e) Buyer agrees not to use any trademarks or trade names of Seller on or in connection with the Products, nor to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in any other Trademarks or any trademark, tradename, sign, symbol, emblem, device, trade style or slogan used by or at the direction of the SUPPLIER upon or in relation advertising relating to the Products. DISTRIBUTOR covenants Buyer will take all reasonable acts to discourage any use of Seller's trademarks or trade names by any dealer or distributor in connection with Products. (f) Anything to the contrary notwithstanding, in the event any statute, law, rule or regulation of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the Products. (g) Seller agrees not to do use any of Buyer's trademarks or permit to be done any act calculated to prejudice, affect, impair trade names on or destroy the title and/or interest of the SUPPLIER in and to the Trademarks. If it shall come to the attention of DISTRIBUTOR that any person, firm or corporation is infringing any Trademark, DISTRIBUTOR will promptly notify the SUPPLIER and cooperate fully connection with the SUPPLIER in the defense and protection of the Trademarks. All use of the Trademarks by DISTRIBUTOR Products except as permitted under this Agreement shall inure Agreement, and not to the exclusive benefit of the SUPPLIER. In the event that any action, suit sell or proceeding is commenced against DISTRIBUTOR concerning DISTRIBUTOR'S use of the Trademarks, DISTRIBUTOR shall promptly give notice thereof to the SUPPLIER. The SUPPLIER agrees to indemnify and hold DISTRIBUTOR harmless from and against any and all liability and legal costs (including reasonable attorneys' fees) arising out dispose of any claim Products bearing any of Buyer's trademarks or action trade names to any one other than Buyer, unless expressly authorized in writing by another party with respect to DISTRIBUTOR'S use of the Trademarks. DISTRIBUTOR shall not enter into any settlement of any indemnified claim without the SUPPLIER'S consentBuyer.