Common use of Advertising and Promotion Clause in Contracts

Advertising and Promotion. Subject to all laws, rules, regulations, standards and orders applicable to the advertising and marketing of the Licensed Products, Licensee shall have the right to use the Licensed Property to market, advertise and promote the sale of the Licensed Products during the License Period in the Licensed Territory in all media (“Advertising and Promotion”), subject to the approvals as set forth in Section 6.3 below. All Advertising and Promotion shall comply with all standards, specifications and/or designs as may be established by Licensor and furnished to Licensee from time to time. In addition, all Advertising and Promotion shall be consistent with the premium brand prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s use of the Licensed Property under license from Licensor, as approved by Licensor. Licensee shall, in good faith and at its own expense and subject to the approval required by Section 6.3 hereof: (a) market, advertise, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand; (c) develop and execute a marketing plan in concert with Licensor sufficient to fulfill its obligations under this Agreement, which shall provide additional brand support to Resellers as may be mutually determined by Licensor and Licensee; (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to Licensed Products not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signage), but in any event, no less than 2% of Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each Licensed Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product; (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketing, advertisement and promotion of the Licensed Products, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products and conduct business in a manner that reflects favorably at all times on the Licensed Products and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige of the Licensed Property.

Advertising and Promotion. Subject 10.1 All advertising and promotional material prepared by or to all lawsbe used by Licensee or TJC Licensees in connection with the manufacture, rulessale or distribution of the TJC Products, regulationsincluding product packaging and wrappings, standards and orders applicable shall be subject to the prior written approval of Licensor. For all advertising, promotional plans, packaging, containers, and/or labels for the TJC Products not prescribed by Licensor, Licensee shall submit samples of such materials to Licensor for Licensor's prior written approval (except with respect to advertised or suggested retail prices). Except with respect to approval of advertising and marketing promotion by Licensee of Approved TJC Wholesale Products, the procedures for which are set forth in Section 4.7, Licensor shall review and respond to such submission within thirty (30) days after receipt of the Licensed Productsmaterials required under the prior sentence. Failure to respond within such time period shall not be deemed approved by Licensor. Licensee shall not use such proposed advertising, promotiona1 plans, packaging, containers, and/or labels without Licensor's prior written approval. All rights in and to such advertising, promotional plans, packaging, containers, and/or labels, including without limitation copyrights, shall become the exclusive property of Licensor without separate charge to Licensee); and this Agreement constitutes a license from Licensor to Licensee to use such rights for the term of this Agreement. Licensee agrees that it shall sign such documents (and cause any contractors, agencies, and persons other than its employees who work on such advertising, promotional plans, packaging, containers, and/or labels to sign such documents) as Licensor may reasonably require in order to implement the terms of this provision. 10.2 Licensor shall have the right to disapprove the subsequent use the Licensed Property of any previously approved advertising; and Licensee shall promptly discontinue, and shall cause its TJC Licensees to marketdiscontinue, advertise and promote the sale use of the Licensed Products during the License Period in the Licensed Territory in all media (“Advertising and Promotion”), subject to the approvals as set forth in Section 6.3 below. All Advertising and Promotion advertising or promotional programs or materials upon notice from Licensor. 10.3 Licensor shall comply with all standards, specifications and/or designs as may not be established by Licensor and furnished liable to Licensee from time as a result of any review, approval, or disapproval of any advertising; and Licensee acknowledges that Licensor review of advertising is to time. In addition, all Advertising and Promotion shall be consistent with enforce the premium brand prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s proper use of the Licensed Property under license from Licensor, as approved by LicensorProprietary Marks in advertising. Licensee shallshall indemnify and hold harmless Licensor and its affiliates against and from any and all claims, demands, suits, costs, or expenses resulting from Licensee's use of advertising. 10.4 In the event Licensee develops its business to include business activities not [subject to this Agreement, and if Licensee develops advertising or promotional material that does not relate to, in good faith and at its own expense and subject to the approval required by Section 6.3 hereof: (a) marketany way or mention, advertisenor depict, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practiceany TJC Product, in each case using commercially reasonable efforts to maximize sales of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand; (c) develop and execute a marketing plan in concert with Licensor sufficient to fulfill its obligations or Licensee's rights under this Agreement, which such advertising or promotional material shall provide additional brand support to Resellers as may be mutually determined owned by Licensor and Licensee; (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to Licensed Products not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signage), but in any event, no less than 2% of Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each Licensed Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product; (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketing, advertisement and promotion of the Licensed Products, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products and conduct business in a manner that reflects favorably at all times on the Licensed Products and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige of the Licensed Propertynot by Licensor.

Advertising and Promotion. Subject The Distributor acknowledges and agrees that at all times during the Term it shall: be responsible for the advertising and promotion of the Products, provided that all advertising and promotional material and activities shall be subject to the Supplier’s prior written approval; meet the Minimum Marketing Spend; comply with all laws, rules, regulations, standards and orders applicable Instructions given to it by the Supplier relating to the advertising and marketing of the Licensed Products, Licensee shall have the right to use the Licensed Property to market, advertise and promote the sale of the Licensed Products during the License Period in the Licensed Territory in all media (“Advertising and Promotion”), subject to the approvals as set forth in Section 6.3 below. All Advertising and Promotion shall comply with all standards, specifications and/or designs as may be established by Licensor and furnished to Licensee from time to time. In addition, all Advertising and Promotion shall be consistent with the premium brand prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s use of the Licensed Property under license from Licensor, as approved by Licensor. Licensee shall, in good faith and at its own expense and subject to the approval required by Section 6.3 hereof: (a) market, advertise, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand; (c) develop and execute a marketing plan in concert with Licensor sufficient to fulfill its obligations under this Agreement, which shall provide additional brand support to Resellers as may be mutually determined by Licensor and Licensee; (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to Licensed Products not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signage), but in any event, no less than 2% of Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each Licensed Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product; (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketing, advertisement and promotion of the Licensed Products, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to ; only distribute the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products and conduct business in a manner that reflects favorably at all times favourably on the Licensed Products Supplier and the good name, goodwill and reputation of Licensor the Supplier; and Licensed Property[•]. The Distributor shall be entitled to offer to Customers Product Rebates, and consistent in the Territory. Where so requested by the Supplier, the Distributor shall, within [●] Business Days of receiving the Supplier’s request, submit to the Supplier a report setting out all Product Rebates in place at the time of such request. The Distributor shall amend, suspend or terminate any Product Rebates in accordance with the brand prestige Supplier’s Instructions. The Supplier shall make reasonable efforts to support the Distributor’s marketing activities under Clause 2.1. The Distributor acknowledges and agrees that it shall not at any time during the Term: make any statement as to the quality of the Licensed PropertyProducts beyond any parameters approved by the Supplier; enter into any contract or engage in any practice which may reasonably be considered detrimental to the interests of the Supplier; engage in any form of deceptive, misleading or unethical practices that could reasonably be considered detrimental to the Supplier or the public; or publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to the Supplier or the Products. Any breach of Clause 2.6 shall be a Material Breach. The Distributor acknowledges and agrees that it shall bear all costs and expenses relating to the advertising and promotion of the Products including any Product Rebates and shall not seek any reimbursement from the Supplier for the same. Notwithstanding Clause 2.8, where the Parties engage in joint advertising and promotional activities, the Parties shall share such related costs and expenses on terms to be mutually agreed.

Advertising and Promotion. Subject Immediately upon execution of this Letter Agreement, Licensor shall deliver or make available through xxx.xxxxxxxxxxxxxxxx.xxx to Licensee, a copy of all lawsavailable advertising and promotional materials owned or controlled by Licensor for the Program. Licensor hereby grants to Licensee the right to use such advertising and promotional material, rulesLicensee's own created advertising and promotional material, regulationsclips (provided that no clip or series of clips may exceed one (1) minute in continuous duration and shall contain series regulars only (if applicable), standards and orders applicable to Licensee shall be responsible for obtaining clearances of all music rights for music used in such clips), stills, titles of the Program, names of artists, style guides, slides and such other persons, entities, trademarks and tradenames as may be associated with the Program (the “Materials”) in connection with the advertising and marketing promotion in the Territory of the exhibition of the Program on the Licensed ProductsServices in accordance with industry practice and subject to Licensee's compliance with the terms of this Section 9 and any restrictions of which Licensor provides Licensee with written notice on a timely basis. The names, images, voices and likenesses of the characters, persons and other entities appearing in or connected with the production of the Program (“Names and Likenesses”) or any trademark used in connection with the Program shall not be used separate and apart from the Materials. In no event shall the Program or the Materials, Names and Likenesses, Licensor’s name or logo be used as part of a commercial tie-in or so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Services, other than the exhibition of such Program on the Licensed Services. Licensee shall not have the right to use create and/or disseminate items of merchandise, whether given away or sold, which include any reference to the Licensed Property Program. Any promotional contests or giveaways to marketbe conducted by Licensee shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. In connection with Licensee’s advertising and promotion in the Territory, advertise Licensee shall not modify the artistic integrity of any the artwork or the characters of the Program. Licensee shall indemnify, defend and promote hold harmless Licensor in connection with any third party claims arising out of materials created by Licensee hereunder, except to the sale extent such claims are caused by underlying material provided by Licensor. Unless otherwise agreed in writing with Licensor on a title by title basis, Licensee shall not advertise, promote, publicize or otherwise announce any Program or the exhibition thereof prior to thirty (30) days before the beginning of the applicable Start Date; provided, however, that Licensee may (through broadcast over the delivery system of the Licensed Products during Services or other direct means, including program guides) advertise, promote, publicize, or otherwise announce the License Period in upcoming exhibition of such Program, but only directly and solely to subscribers to the Licensed Territory Services, not earlier than forty-five (45) days prior to the Start Date of such Program. Notwithstanding the foregoing, Licensee may, from the Start Date until the termination of this Letter Agreement, use the Materials for internal use, and for industry-related use, such as marketing to specialized groups, use at conventions, use in all media connection with sales presentations and sponsor screenings and other industry-related, non-general public uses. Licensee shall not advertise, publicize, exploit or promote any Program after its License Term expires. Licensee may, using the logo provided by Licensor (“Advertising and Promotion”if applicable), subject place the Spanish or Portuguese translation of the title of the Program into the logo of each such Program for the purpose of promoting each such Program. Licensee may use such logo only in accordance with the promotional rights granted herein. Licensor shall own and control all rights in such logo and Licensee shall deliver one copy of each logo to Licensor upon creation. The Internet promotion of the approvals as Program by Licensee shall be governed by the Internet and Email Promotion Policy set forth in Section 6.3 below. All Advertising Schedule “C” attached hereto and Promotion shall comply with all standards, specifications and/or designs as may be established incorporated by Licensor and furnished to Licensee from time to time. In addition, all Advertising and Promotion shall be consistent with the premium brand prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s use of the Licensed Property under license from Licensor, as approved by Licensor. Licensee shall, in good faith and at its own expense and subject to the approval required by Section 6.3 hereof: (a) market, advertise, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand; (c) develop and execute a marketing plan in concert with Licensor sufficient to fulfill its obligations under this Agreement, which shall provide additional brand support to Resellers as may be mutually determined by Licensor and Licensee; (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to Licensed Products not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signage), but in any event, no less than 2% of Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each Licensed Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product; (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketing, advertisement and promotion of the Licensed Products, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products and conduct business in a manner that reflects favorably at all times on the Licensed Products and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige of the Licensed Propertyreference.

Advertising and Promotion. Subject to all laws, rules, regulations, standards and orders applicable to the advertising and marketing of the Licensed Products, Licensee shall have the right to use the Licensed Property to market, advertise and promote the sale of the Licensed Products during the License Period in the Licensed Territory in all legal media channels (“Advertising and Promotion”), subject to the approvals as set forth in Section 6.3 below. All Advertising and Promotion shall comply with all standards, specifications and/or designs as may be established by Licensor and furnished to Licensee from time to time. In addition, all Advertising and Promotion shall be consistent with the premium brand prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s use of the Licensed Property under license from Licensor, as approved by Licensor. Licensee shall, in good faith and at its own expense and subject to the approval required by Section 6.3 hereof: (a) market, advertise, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand; (c) develop and execute a marketing plan in concert with Licensor sufficient to fulfill its obligations under this Agreement, which shall provide additional brand support to Resellers licensed retailers or distributors (“Resellers”) as may be mutually determined by Licensor and Licensee; (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to Licensed Products Property not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signage), but in any event, no less than 2% of Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each the Licensed Product Products (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product Products and competing products, and information on standard protocols and features of each Licensed ProductProducts; (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketing, advertisement and promotion of the Licensed Products, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use bearing the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products Products, and conduct business in a manner that reflects favorably at all times on the Licensed Products Property, the Licensed Products, and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige of the Licensed Property.

Advertising and Promotion. Subject (a) Immediately upon execution of this Letter Agreement, Licensor shall deliver or make available through xxx.XXXX.xxx to Licensee, a copy of all lawsavailable advertising and promotional materials owned or controlled by Licensor for the Program. Licensor hereby grants to Licensee the right to use such advertising and promotional material, rulesLicensee's own created advertising and promotional material, regulationsclips (provided that no clip or series of clips may exceed one (1) minute in continuous duration and shall contain series regulars only (if applicable), standards and orders applicable to Licensee shall be responsible for obtaining clearances of all music rights for music used in such clips), stills, titles of the Program, names of artists, style guides, slides and such other persons, entities, trademarks and tradenames as may be associated with the Program (the “Materials”) in connection with the advertising and marketing promotion in the Territory of the exhibition of the Program on the Licensed ProductsServices in accordance with industry practice and subject to Licensee's compliance with the terms of this Section 8 and any restrictions of which Licensor provides Licensee with written notice on a timely basis. The names, images, voices and likenesses of the characters, persons and other entities appearing in or connected with the production of the Program (“Names and Likenesses”) or any trademark used in connection with the Program shall not be used separate and apart from the Materials. In no event shall the Program or the Materials, Names and Likenesses, Licensor’s name or logo be used as part of a commercial tie-in or so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Services, other than the exhibition of such Program on the Licensed Services. Licensee shall not have the right to use create and/or disseminate items of merchandise, whether given away or sold, which include any reference to the Licensed Property Program. Any promotional contests or giveaways to marketbe conducted by Licensee shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. In connection with Licensee’s advertising and promotion in the Territory, advertise and promote Licensee shall not modify the sale artistic integrity of any the artwork or the characters of the Licensed Products during the License Period Program. Licensee shall indemnify, defend and hold harmless Licensor in the Licensed Territory in all media (“Advertising and Promotion”)connection with any third party claims arising out of materials created by Licensee hereunder, subject except to the approvals as set forth in Section 6.3 below. All Advertising and Promotion shall comply with all standards, specifications and/or designs as may be established extent such claims are caused by Licensor and furnished to Licensee from time to time. In addition, all Advertising and Promotion shall be consistent with the premium brand prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s use of the Licensed Property under license from Licensor, as approved underlying material provided by Licensor. Licensee shall, in good faith and at its own expense and subject to the approval required by Section 6.3 hereof: (a) market, advertise, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales of the Licensed Products;. (b) establish and maintain a sales and marketing organization sufficient Licensee shall not advertise, promote, publicize or otherwise announce the Program or the exhibition thereof prior to develop to thirty (30) days before the satisfaction beginning of Licensor the market potential for applicable Start Date; provided, however, that Licensee may (through broadcast over the sale delivery system of the Licensed ProductsServices or other direct means, independent sales representatives including program guides) advertise, promote, publicize, or otherwise announce the upcoming exhibition of the Program, but only directly and a distribution organization and facilities sufficient solely to make subscribers to the Licensed Products available Services, not earlier than sixty (60) days prior to meet demand;the Start Date of the Program. Notwithstanding the foregoing, Licensee may, from the Start Date until the termination of this Agreement, use the Materials for internal use, and for industry-related use, such as marketing to specialized groups, use at conventions, use in connection with sales presentations and sponsor screenings and other industry-related, non-general public uses. Licensee shall not advertise, publicize, exploit or promote the Program after the License Term expires. (c) develop Licensee may, using the logo provided by Licensor, place the Spanish or Portuguese translation of the title of the Program into the logo of each such Program for the purpose of promoting each such Program. Licensee may use such logo only in accordance with the promotional rights granted herein. Licensor shall own and execute a marketing plan control all rights in concert with such logo and Licensee shall deliver one copy of each logo to Licensor sufficient to fulfill its obligations under this Agreement, which shall provide additional brand support to Resellers as may be mutually determined by Licensor and Licensee;upon creation. (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to Licensed Products not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signage), but in any event, no less than 2% of Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each Licensed Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product; (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketing, advertisement and The Internet promotion of the Licensed Products, including Licensor’s sales, marketing Program by Licensee shall be governed by the Internet and merchandising policies as they currently exist or as they may hereafter be changed Email Promotion Policy set forth in Schedule “B” attached hereto and incorporated by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products and conduct business in a manner that reflects favorably at all times on the Licensed Products and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige of the Licensed Propertyreference.

Advertising and Promotion. Subject Licensor shall deliver or make available through xxx.xxxxxxxxxxxxxxxx.xxx to Licensee, a copy of all lawsavailable advertising and promotional materials owned or controlled by Licensor for the Program as and when such material becomes available. Licensor hereby grants to Licensee the right to use such advertising and promotional material, rulesLicensee's own created advertising and promotional material, regulationsclips (provided that no clip or series of clips may exceed one (1) minute in continuous duration and shall contain series regulars only (if applicable), standards and orders applicable to Licensee shall be responsible for obtaining clearances of all music rights for music used in such clips), stills, titles of the Program, names of artists, style guides, slides and such other persons, entities, trademarks and tradenames as may be associated with the Program (the “Materials”) in connection with the advertising and marketing promotion in the Territory of the exhibition of the Program on the Licensed ProductsServices in accordance with industry practice and subject to Licensee's compliance with the terms of this Section 9 and any restrictions of which Licensor provides Licensee with written notice on a timely basis. The names, images, voices and likenesses of the characters, persons and other entities appearing in or connected with the production of the Program (“Names and Likenesses”) or any trademark used in connection with the Program shall not be used separate and apart from the Materials. In no event shall the Program or the Materials, Names and Likenesses, Licensor’s name or logo be used as part of a commercial tie-in or so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Services, other than the exhibition of such Program on the Licensed Services. Licensee shall not have the right to use create and/or disseminate items of merchandise, whether given away or sold, which include any reference to the Licensed Property Program. Any promotional contests or giveaways to marketbe conducted by Licensee shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. In connection with Licensee’s advertising and promotion in the Territory, advertise Licensee shall not modify the artistic integrity of any the artwork or the characters of the Program. Licensee shall indemnify, defend and promote hold harmless Licensor in connection with any third party claims arising out of materials created by Licensee hereunder, except to the sale extent such claims are caused by underlying material provided by Licensor. In addition to all available advertising and promotional materials, Licensor agrees to work in good faith with Licensee to assist Licensee in additional marketing initiatives proposed by Licensee; and to provide Licensee access to talent from the Program for in person marketing appearances, subject to talent availability; provided that (i) all expenses related to such initiatives and/or talent appearances shall be paid for by Licensee and (ii) in the event that Licensor is not able to provide such assistance and/or access, Licensor shall not be deemed to be in breach hereof. Unless otherwise agreed in writing with Licensor on a title by title basis, Licensee shall not advertise, promote, publicize or otherwise announce any Program or the exhibition thereof prior to thirty (30) days before the beginning of the applicable Start Date; provided, however, that Licensee may (through broadcast over the delivery system of the Licensed Products during Services or other direct means, including program guides) advertise, promote, publicize, or otherwise announce the License Period in upcoming exhibition of such Program, but only directly and solely to subscribers to the Licensed Territory Services, not earlier than forty-five (45) days prior to the Start Date of such Program. Notwithstanding the foregoing, Licensee may, from the Start Date until the termination of this Letter Agreement, use the Materials for internal use, and for industry-related use, such as marketing to specialized groups, use at conventions, use in all media connection with sales presentations and sponsor screenings and other industry-related, non-general public uses. Licensee shall not advertise, publicize, exploit or promote any Program after its License Term expires. Licensee may, using the logo provided by Licensor (“Advertising and Promotion”if applicable), subject place the Spanish or Portuguese translation of the title of the Program into the logo of each such Program for the purpose of promoting each such Program. Licensee may use such logo only in accordance with the promotional rights granted herein. Licensor shall own and control all rights in such logo and Licensee shall deliver one copy of each logo to Licensor upon creation. Promotion of the approvals as Program by Licensee via the Internet shall be governed by the Internet and Email Promotion Policy set forth in Section 6.3 below. All Advertising Schedule “C” attached hereto and Promotion shall comply with all standards, specifications and/or designs as may be established incorporated by Licensor and furnished to Licensee from time to time. In addition, all Advertising and Promotion shall be consistent with the premium brand prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s use of the Licensed Property under license from Licensor, as approved by Licensor. Licensee shall, in good faith and at its own expense and subject to the approval required by Section 6.3 hereof: (a) market, advertise, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand; (c) develop and execute a marketing plan in concert with Licensor sufficient to fulfill its obligations under this Agreement, which shall provide additional brand support to Resellers as may be mutually determined by Licensor and Licensee; (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to Licensed Products not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signage), but in any event, no less than 2% of Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each Licensed Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product; (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketing, advertisement and promotion of the Licensed Products, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products and conduct business in a manner that reflects favorably at all times on the Licensed Products and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige of the Licensed Propertyreference.

Advertising and Promotion. Subject 9.1 All advertising and promotional material prepared by or to all lawsbe used by Licensee in connection with the manufacture, rulessale, regulationsor distribution of the Approved TJC Wholesale Products, standards including product packaging and orders applicable wrappings, shall be subject to the advertising prior written approval of Licensor. Any advertising, promotional material, and marketing packaging that is identified on Exhibit E as having received the prior written approval of Licensor shall not require any further approval by Licensor prior to its use. For all advertising, promotional plans, packaging, containers, and/or labels for the Licensed ProductsApproved TJC Wholesale Products not prescribed or previously approved by Licensor, Licensee shall submit samples of such materials to Licensor for Licensor's prior written approval (except with respect to advertised or suggested retail prices), and shall comply with the procedures set forth in writing by Licensor. Licensee shall not use such proposed advertising, promotional plans, packaging, containers, and/or labels without Licensor's prior written approval. All rights in and to advertising, promotional plans, packaging, containers, and/or labels, including without limitation copyrights, shall become the exclusive property of Licensor (without separate charge to Licensor); and this Agreement constitutes a license from Licensor to Licensee to use such rights for the term of this Agreement. Licensee agrees that it shall sign such documents (and cause any contractors, agencies, and persons other than its employees who work on such advertising, promotional plans, packaging, containers, and/or labels to sign such documents) as Licensor may reasonably require in order to implement the terms of this provision. 9.2 Licensor shall have the right to disapprove the subsequent use the Licensed Property to market, advertise of any previously approved advertising; and promote the sale Licensee shall promptly discontinue use of the Licensed Products during the License Period in the Licensed Territory in all media (“Advertising and Promotion”), subject to the approvals as set forth in Section 6.3 below. All Advertising and Promotion advertising or promotional programs or materials upon notice from Licensor. 9.3 Licensor shall comply with all standards, specifications and/or designs as may not be established by Licensor and furnished liable to Licensee from time as a result of any review, approval, or disapproval of any advertising; and Licensee acknowledges that Licensor's review of advertising is to time. In addition, all Advertising and Promotion shall be consistent with enforce the premium brand prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s proper use of the Licensed Property under license from Licensor, as approved by LicensorProprietary Marks in advertising. Licensee shallshall indemnify and hold harmless Licensor and its affiliates against and from any and all claims, in good faith and at demands, suits, costs, or expenses resulting from Licensee's use of advertising. 9.4 In the event Licensee further develops its own expense and business to include business activities not subject to the approval required by Section 6.3 hereof: (a) market, advertise, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand; (c) develop and execute a marketing plan in concert with Licensor sufficient to fulfill its obligations under this Agreement, which shall provide additional brand support to Resellers as may be mutually determined by Licensor and Licensee; (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and if Licensee develops advertising or promotional activities with respect to Licensed Products material that does not specifically delineated hereunder including, but not limited relate to, point-of-sale materials (including fixtures and signage), but in any eventway or mention, no less than 2% of nor depict, any TJC Product, any Proprietary Mark, or Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each Licensed Product (including specifications's rights xxxxr this Agreement, features and benefits) so as to such advertising or promotional material shall be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product; (f) observe all reasonable directions and instructions given to it owned by Licensor in relation to the marketing, advertisement and promotion of the Licensed Products, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products and conduct business in a manner that reflects favorably at all times on the Licensed Products and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige of the Licensed Propertynot by Licensor.

Advertising and Promotion. Subject (a) MGM will furnish Licensee with such promotional and advertising material MGM may have available which may be appropriate for use hereunder. In connection with the use of such promotional and advertising material, Licensee warrants and agrees that: (i) Licensee will abide by and comply with any advertising and billing instructions or restrictions which MGM may furnish to all lawsLicensee; (ii) any use of such promotional and advertising material by Licensee will not be made in such a manner as to constitute an express or implied endorsement of any product, rules, regulations, standards service or sponsor; (iii) Licensee shall abide by and orders applicable to comply with the advertising instructions and marketing of on-screen credits, and all advertising shall give cast and other credits in the manner, position and relative size and prominence consistent with such advertising instructions and on-screen credits; (iv) Licensee will not create, develop, extract, or excerpt from the Licensed Products, Licensee shall have the right Program(s) to use the Licensed Property to market, advertise and promote the sale Licensed Program(s), except that, subject at all times to the provisions of this License Agreement (and without in any limiting the generality of the other subsections of this paragraph 4[a]), Licensee may create and use excerpts and extracts totaling no more than two (2) minutes in duration of continuous footage and/or not more than three (3) minutes in duration of non-continuous footage, subject to any contractual restrictions of which MGM has notified Licensee, and in each case in connection with the advertising and publicizing of the Licensed Products during the License Period in the Licensed Territory in all media Program(s) and solely on Licensee’s Service; and (“Advertising and Promotion”), subject to the approvals as set forth in Section 6.3 below. All Advertising and Promotion shall v) Licensee will comply with all standardsguild and/or other collective bargaining agreements and/or contractual obligations of MGM concerning advertising and promotion requirements (including, specifications and/or designs as may be established by Licensor and furnished to Licensee from time to time. In addition, all Advertising and Promotion shall be consistent with without in any way limiting the premium brand prestige generality of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations and Licensee’s foregoing, those governing the use of the Licensed Property under license from Licensornames, as approved by Licensor. Licensee shalllikenesses, in good faith excerpts and at its own expense and subject to the approval required by Section 6.3 hereof: (aextracts) market, advertise, promote and sell the Licensed Products to Customers (as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand; (c) develop and execute a marketing plan in concert with Licensor sufficient to fulfill its obligations under this Agreement, which shall provide additional brand support to Resellers as may be mutually determined by Licensor and Licensee; (d) spend such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to any Licensed Products not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signageProgram(s), but in any event, no less than 2% of Licensee’s gross revenues derived from sale of Licensed Products; (e) have sufficient knowledge of the industry and products competitive with each Licensed Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product; (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketing, advertisement and promotion of the Licensed Products, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property; (g) in any and all contacts between Licensee and any Reseller, Licensee must identify to the Reseller, Licensee’s full legal name, trade name, or both; and (h) market, advertise, promote and sell Licensed Products and conduct business in a manner that reflects favorably at all times on the Licensed Products and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige of the Licensed Property.

Advertising and Promotion. Subject (a) Asian shall at its option provide or procure the artwork and creative design for all media advertising, promotional material, packaging and point of sale material which shall then be the responsibility of the Licensee to place or circulate in the Territory, failing which the Licensee shall produce all lawssuch material, rulessubject to Asian's prior written approval. Should Asian choose to supply such material, regulations, standards and orders applicable it must be provided to the Licensee in a commercially timely fashion in order to allow the Licensee adequate time to properly place or circulate such material. The Licensee shall be responsible for organising demonstrations, fashion shows and displays at trade fairs and exhibitions subject to both Asian's reasonable approval and it conforming to the creative design or other relevant Technical Information which Asian will provide or procure. (b) The cost of all artwork relevant to advertising and marketing promotion under Clause 10(d) below, shall be borne by the Licensee. (c) In addition, the Licensee agrees to spend in each Contractual Year a sum to be utilised in advertising. Such expenditure during the first Contractual Year of this Agreement will be an amount equal to not less than four per cent (4%) of the Licensed projected Net Sales Turnover for that first Contractual Year and thereafter during subsequent Contractual Years will be an amount equal to not less than four per cent (4%) of the Net Sales Turnover for the immediately proceeding Contractual Year. Two per cent (2%) shall be allocated to co-operative advertising and two per cent (2%) to institutional advertising. (d) The cost of point of sales advertising for the Territory, such as window signs, displays and window or stand decoration, and of any specific packaging which the Licensee may (subject to the prior approval of Asian) elect to use for the Products, shall be borne by the Licensee or its customers and such costs shall have be included within expenditure under Clause 10(c) above, subject to point-of-sale advertising not exceeding 25% of such advertising expenditure in any Contractual Year. All such point of sale advertising shall be created by the right to use the Licensed Property to market, advertise and promote the sale of the Licensed Products during the License Period in the Licensed Territory in all media (“Advertising and Promotion”)Licensee or its customer, subject to the approvals as set forth in Section 6.3 below. All Advertising prior approval of Asian or its representatives, under reasonable procedures and Promotion shall comply guidelines to be agreed between the parties hereto. (e) The Licensee will additionally exploit opportunities for joint marketing together with all standards, specifications and/or designs as may retail outlets and there will be established by Licensor and furnished no cost to Licensee from time to time. In additionAsian for such activities, all Advertising and Promotion of which are subject to Asian's approval to the extent they are not already approved as part of the Licensee's annual marketing plan. (f) The parties agree that the media advertising budget provided for in accordance with this clause shall be consistent managed by the Licensee in consultation with Asian and in co-ordination with either the premium brand Licensee's in-house staff or an advertising agency approved by Asian. The parties will discuss at regular consultative meetings how the budget will be allocated to maximum effect. 11. TRADE MARKS (a) Asian hereby represents and warrants that it has the full power and right to grant to the Licensee this licence to use the Trade Marks. (b) Asian is the owner of the Trade Marks, which include those registered in the Territory and other countries. To the extent required by Asian to assure the prestige of the Licensed Property. Licensee must display appropriate disclaimers regarding territorial purchase limitations Xxxx Xxxxxxxxx name and Licensee’s use of the Licensed Property under license from LicensorTrade Marks, as approved by Licensor. Licensee shallAsian's policy shall continue to be, in good faith and at its own expense and subject to the approval required by Section 6.3 hereof: (a) marketextent practicable, advertiseto maintain the Trade Marks and to demand, promote and sell the Licensed Products claim, bring suit, effect settlement or take any other action against any third party in order to Customers (terminate any infringement of Asian's rights. Asian shall be entitled to all costs or damages which may be awarded as defined in Section 5.2 below) located in the Licensed Territory consistent with good business practice, in each case using commercially reasonable efforts to maximize sales a result of the Licensed Products; (b) establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Licensor the market potential for the sale of the Licensed Products, independent sales representatives and a distribution organization and facilities sufficient to make the Licensed Products available to meet demand;any such action or settlement. (c) develop The Licensee acknowledges that Asian is the owner of the Trade Marks appearing upon or used in relation to the Products and execute a marketing plan of the goodwill attaching thereto and that it has no rights in concert respect thereof except for the purposes and during the subsistence of this Agreement in accordance with Licensor sufficient the terms hereof. Any rights which the Licensee may acquire in the Trade Marks by virtue of its activities pursuant to fulfill its obligations under this Agreement, which Agreement shall provide additional brand support vest in and on request be assigned to Resellers as may be mutually determined by Licensor and Licensee;Asian absolutely. (d) spend The Licensee shall not do or omit to do anything by which the goodwill and reputation associated with the Trade Marks might be diminished or jeopardised and agrees that Asian may unilaterally (and to the extent necessary is hereby authorised to act on behalf of the Licensee) cancel such amounts as are reasonable and customary for the business contemplated herein on other marketing and promotional activities with respect to Licensed Products not specifically delineated hereunder including, but not limited to, point-of-sale materials (including fixtures and signage), but in any event, no less than 2% registrations upon termination of Licensee’s gross revenues derived from sale of Licensed Products;this Agreement. (e) have sufficient knowledge The Licensee undertakes at the request of Asian to enter into a registered user agreement, where applicable, in respect of any of the industry and products competitive with each Licensed Product (including specifications, features and benefits) so as to be able to explain in detail to the Customers the differences between the Licensed Product and competing products, and information on standard protocols and features of each Licensed Product;Trade Marks. (f) observe all reasonable directions and instructions given to it by Licensor in relation to the marketingThe Licensee shall inform Asian immediately of any infringement, advertisement and promotion unauthorised use or imitation of the Licensed ProductsTrade Marks in the Territory and any acts by third parties which may constitute unfair competition which may come to its notice and shall assist Asian at its request in pursuing any action which Asian considers appropriate. In this regard and also in respect of any cancellation or opposition actions Asian may take, including Licensor’s sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by Licensor (“Brand Guidelines”), to the extent that these marketing materials, advertisements or promotions refer to the Licensed Products or otherwise use the Licensed Property;Licensee will take no action on its own account without obtaining Asian's prior written consent. (g) To the extent practicable, Asian may require that the Licensee shall include in any and all contacts between Licensee and any Reseller, Licensee must identify to printed matter on which the Reseller, Licensee’s full legal name, trade name, or both; andTrade Marks appear a legend stating that the Trade Marks are the property of Asian. (h) marketAsian shall own the intellectual property rights in any fabric, advertisefinished Product, promote models or designs it produces or approves and sell Licensed Products no use may be made of such fabrics, models or designs, other than for the purposes of this Agreement, without Asian's prior written consent. (i) Asian agrees that it shall, during the term of this Agreement, maintain or procure that the Trade Marks are maintained in full force and conduct business effect in a manner the Territory. (j) The Licensee agrees that reflects favorably it shall not, at all times on any time, directly or indirectly contest the Licensed Products and the good name, goodwill and reputation of Licensor and Licensed Property, and consistent with the brand prestige validity of the Licensed Propertyregistration of the Trade Marks or their ownership by Asian, its successors and assigns. (k) The Licensee agrees not to use the Trade Marks as a part of its trading name and shall not use in its business any other trade or service xxxx so resembling the Trade Marks as to be likely to cause confusion. (l) The Licensee agrees not to apply the Trade Marks to any goods to which it does not have title.