Common use of Agreements Regarding Use of the Company's Name Clause in Contracts

Agreements Regarding Use of the Company's Name. Except as provided herein, the Service Provider shall not use the name, logo or other service or trade names, marks or domain names of the Company or its Affiliates, whether or not used in the Business (collectively, the "Company Names and Marks") in any way or manner not specifically authorized in writing by the Company. Subject to the foregoing general limitation, the Company and the Service Provider agree as follows: (a) The Company hereby grants to the Service Provider and the Service Provider hereby accepts a non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services), worldwide royalty-free license to use the Company Names and Marks that are used in connection with the Business (the "Licensed Names and Marks") in connection with the Services rendered by the Service Provider under this Agreement, subject to the terms and conditions set forth in this Agreement. The Parties agree that in the course of rendering the Services, the Service Provider may reasonably determine that there is a technical or administrative need to register domain names that include the Licensed Names and Marks, including in conjunction with other names or marks designated by the Service Provider. The Service Provider shall obtain the Company's consent prior to registration of any domain names that include the Licensed Names and Marks, which consent shall not be unreasonably withheld. The Service Provider shall use the Licensed Names and Marks in such a way as not to confuse third parties but to put them on notice that the Service Provider is the provider and source of the Services. No right is granted hereunder for the use of the Licensed Names and Marks (or any of the Company Names and Marks) in connection with any services other than the Services. If the Company decides to discontinue any of the Licensed Names and Marks or create any new Licensed Names and Marks ("New Xxxx") it shall provide written notice to the Service Provider at least six months in advance so that the Service Provider can phase out the discontinued Licensed Name and Xxxx or phase in the New Xxxx in an orderly fashion. Any New Xxxx shall, upon the Company's notice, be deemed a Licensed Name and Xxxx hereunder. (b) Without limiting the generality of the foregoing subsection (a), the Company hereby further grants, and the Service Provider hereby accepts a non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services), worldwide royalty-free right and license to use the Licensed Names and Marks as part of any Uniform Resource Locators ("URLs") (excluding the domain name portion of such URLs other than as provided in subsection (a)) used in connection with the Services rendered by the Service Provider under this Agreement, subject to the terms and conditions set forth in this Agreement. (c) The Company shall have the right to control the form and manner in which the Licensed Names and Marks are used by the Service Provider upon or in connection with the Internet, advertisements, brochures, audio or visual presentations, or any other materials used in the performance of Service Provider's Services under this Agreement. The Service Provider agrees to use the Licensed Names and Marks in accordance with such quality standards as may be set by the Company and communicated to the Service Provider from time to time or as may be agreed to by the Company and the Service Provider from time to time, provided, that the Company acknowledges that it is aware of the quality standards currently maintained by the Service Provider, and such quality standards are acceptable to the Company. Upon the Company's request from time to time, the Service Provider shall provide to the Company representative samples of its uses of the Licensed Names and Marks. In the event the Company notifies the Service Provider of its failure to maintain appropriate quality standards with respect to its uses of the Licensed Names and Marks, the Service Provider shall use reasonably diligent efforts to cure the cause of such failure. The Service Provider shall be deemed to have maintained such appropriate quality standards if: (i) the Company does not object to any such uses within 30 days of its actual receipt of representative samples of such uses; (ii) the quality of such uses is commensurate with the quality adhered to by Service Provider before the date hereof; or (iii) the quality of such uses is not materially different from uses previously approved by the Company. (d) The rights and license granted in this Section 3.05 shall continue in effect until such time as this Agreement is terminated pursuant to Article IX. Upon the Service Provider's receipt of notice of termination of this Agreement, the Service Provider shall discontinue all use of the Licensed Names and Marks in accordance with applicable Law (but in no event will such use extend beyond 60 days after termination) and shall not thereafter use any names or marks that are confusingly similar to the Licensed Names and Marks. Following any such notice of termination, the Company and the Service Provider shall cooperate to take all action reasonably necessary to effect such discontinuance including, but not limited to, notifying policyholders, producers, suppliers, service providers, regulatory agencies, and other relevant Persons of the discontinuance. Upon termination, except as provided in this Section 3.05(d), all of Service Provider's rights to the Licensed Names and Marks shall revert to and continue to reside with and be owned exclusively by the Company. (e) The Company represents and warrants that it owns the Licensed Names and Marks and has the right to grant the rights and license granted herein. The rights and license granted herein will not conflict with the rights of any third party and the use of the Licensed Names and Marks in connection with the Services as licensed hereunder will not infringe or violate the rights of any third party. (f) None of the rights licensed to the Service Provider under this Section 3.05 may be assigned, sublicensed or otherwise transferred by the Service Provider (other than in connection with the delegation of Services to an Authorized Administrator in accordance with this Agreement), nor shall such rights inure to the benefit of any trustee in bankruptcy, receiver or successor of the Service Provider, whether by operation of law or otherwise without the prior written consent of the Company, and any assignment, sublicense or other transfer without such consent shall be null and void. The merger of the Service Provider or an Authorized Administrator with or into another entity shall not constitute an assignment hereunder. (g) Without limiting the right of the Company hereto to pursue all other legal and equitable rights available to it for violation of this Section 3.05 by the Service Provider or any of its Affiliates, the Service Provider acknowledges and agrees that other remedies cannot fully compensate the Company for such a violation by the Service Provider or such Affiliates and that the Company shall be entitled to injunctive relief or other equitable remedies to prevent the violation or continuing violation thereof.

Agreements Regarding Use of the Company's Name. Except as provided herein, the Service Provider shall not use the name, logo or other service or trade names, marks or domain names of The Administrator hereby acknowledges that the Company either directly or by its Affiliates, whether or not used in Affiliates has adopted and is using the Business names and marks and registrations thereof listed on Schedule 2.08(A) hereto (collectively, the "Company Licensed Names and Marks") in connection with the Policies and Post-Closing Policies and Separate Accounts subject to this Agreement. The Administrator shall not use the Licensed Names and Marks in any way or manner not specifically authorized in writing by the Company. Subject to the foregoing general limitation, the Company and the Service Provider Administrator agree as follows: (a) The Company hereby grants to the Service Provider Administrator and the Service Provider Administrator hereby accepts a temporary, non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services)transferable, worldwide royalty-free license to use the Company Licensed Names and Marks that are used in connection with with, and for the Business (sole purpose of identifying, the "Licensed Names and Marks") in connection with the Services services rendered by the Service Provider Administrator under this AgreementAgreement (such services referred to herein as the "Services"), subject to the terms and conditions set forth in this Agreement. The Parties agree that in the course of rendering the Services, the Service Provider may reasonably determine that there is a technical or administrative need to register domain names that include the Licensed Names and Marks, including in conjunction with other names or marks designated by the Service Provider. The Service Provider shall obtain the Company's consent prior to registration of any domain names that include the Licensed Names and Marks, which consent shall not be unreasonably withheld. The Service Provider Administrator shall use the Licensed Names and Marks in such a way as not to confuse third third-parties but to put them on notice that the Service Provider Administrator is the provider and source of the Services. No . (b) The Company shall have the right is granted hereunder for in its sole discretion to specify and control the use quality of the Services performed by the Administrator under the Licensed Names and Marks (and the Administrator agrees to maintain at least the same high quality of services as is or any of has been maintained by the Company Names and Marks) in connection with any services other than the Services. If the Company decides to discontinue any of under the Licensed Names and Marks or create any new Licensed Names and Marks ("New Xxxx") it Marks. The Administrator shall provide written notice submit to the Service Provider Company such evidence as the Company may reasonably require to ensure the Administrator's compliance with the obligations set forth herein. The Administrator shall permit the Company, upon reasonable prior notice, to inspect and audit the Administrator's business operations at least six months any time during the Administrator's regular business hours in advance so order to assure the Company that the Service Provider can phase out Administrator is observing the discontinued Licensed Name terms and Xxxx or phase in the New Xxxx in an orderly fashion. Any New Xxxx shall, upon the Company's notice, be deemed a Licensed Name and Xxxx hereunderconditions of this Section 2.08. (bc) Without limiting the generality of the foregoing subsection (a), the Company hereby further grants, and the Service Provider hereby accepts a non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services), worldwide royalty-free right and license to The Administrator agrees that it will use the Licensed Names and Marks as part of any Uniform Resource Locators ("URLs") (excluding the domain name portion of such URLs other than as provided only in subsection (a)) used in connection accordance with the Services rendered performance and usage standards established by the Service Provider under this Agreement, subject Company and communicated to the terms and conditions set forth in this Agreement. (c) Administrator including, without limitation, graphic standards as prescribed by the Company. The Company shall have the right to control the form and manner in which the Licensed Names and Marks are used by the Service Provider Administrator upon or in connection with the Internet, advertisements, brochures, audio or visual presentations, or any other materials used in the performance sale or advertising of Service Providerthe Administrator's Services under this Agreementservices. The Service Provider Administrator agrees, upon request of the Company, to furnish the Company with specimens of all such materials as to which the Company objects in writing if such use is inconsistent with the Company's use prior to the date hereof. The Administrator shall use registered Licensed Names and Marks with proper notice of registration. (d) Except as provided herein, the Administrator shall have no right to use any other name or xxxx of the Company not now or hereafter listed on Schedule 2.08(A) hereof including, but not limited to, those names, marks and logos listed on Schedule 2.08(B) hereto. The Licensed Names and Marks are intended to be a complete listing of all names, marks and -16- logos exclusive of those marks set forth on Schedule 2.08(B) hereto used in connection with and for the purpose of identifying the Business. The Company will add to Schedule 2.08(A) any names, marks and logos that were inadvertently omitted. No right is granted hereunder for the use of the Licensed Names and Marks in connection with any services other than the Services specified in Section 2.08(a) above. The Administrator agrees not to use the Licensed Names and Marks in accordance with such quality standards as may be set by partial form without the prior written consent of the Company, which the Company and communicated can withhold at its sole discretion. The Administrator agrees not to adopt or use any service xxxx, logo or design confusingly similar to the Service Provider from time to time or as may be agreed to by the Company Licensed Names and the Service Provider from time to time, provided, Marks. It is understood that the Company retains the right, in its sole discretion, to modify the Licensed Names and Marks, upon reasonable prior notice to the Administrator, but the Company shall not materially modify the Licensed Names and Marks if such modification would require regulatory approval of the Administrator's use of the Licensed Names and Marks, without the prior written consent of the Administrator, which consent shall not be unreasonably withheld. (e) The Administrator recognizes the value of the goodwill associated with the Licensed Names and Marks and acknowledges that it is aware of all proprietary rights therein and the quality standards currently maintained by the Service Provider, and such quality standards are acceptable goodwill attached thereto belong exclusively to the Company. Upon All uses of the Licensed Names and Marks by the Administrator shall, with respect to service xxxx ownership only, inure solely to the benefit of the Company and any registration of the Licensed Names and Marks shall be registered in the name of the Company, it being understood that the present license will not in any way affect the ownership by the Company of the Licensed Names and Marks, each of which shall continue to be the exclusive property of the Company. With respect only to those trademarks and service marks listed on Schedule 2.08(A) hereto which have been registered with the U.S. Patent and Trademark Office as of the date of this Agreement ("Registered Marks"), the Administrator acknowledges that the Company owns such Registered Marks. The Company shall, in its own name and at its own expense, maintain appropriate service xxxx protection for the Licensed Names and Marks. The Administrator shall not at any time during the term of this Agreement or at anytime thereafter do or cause to be done any act contesting the validity of the Licensed Names and Marks, contesting or in any way impairing or tending to impair the Company's request from time to timeentire right, title and interest in the Licensed Names and Marks and the registrations thereof or adversely affecting the value of the Licensed Names and Marks or the reputation and goodwill of the Company. The Administrator shall not represent that it has any right, title or interest in the reputation and good will of the Company. The Administrator shall not represent that it has any right, title or interest in the Licensed Names and Marks other than the rights expressly granted by this Agreement. (f) Except as provided in this Agreement, the Service Provider use of the Licensed Names and Marks by the Administrator shall provide not create, or be deemed to create, any responsibility or liability on the part of the Company for the acts or omissions of the Administrator. (g) Subject to the provisions of Article VI hereof, the Company representative samples will indemnify, defend and hold the Administrator harmless from any Loss (as defined in Section 6.03 hereof) that arises in connection with any third-party infringement or similar suit involving the Licensed Names and Marks. With the exception of its uses infringement or similar suits involving the Licensed Names and Marks, the Administrator shall indemnify, defend and hold the Company harmless from any Loss that arises in connection with the Administrator's use of the Licensed Names and Marks. In This Section 2.08(g) shall survive the event termination of this Agreement. (h) The right to institute and prosecute actions for infringement of the Licensed Names and Marks is reserved exclusively to the Company, and the Company notifies shall have the Service Provider right to join the Administrator in any such actions as a formal party. Any such action shall be conducted at the Company's expense. The Administrator shall promptly notify the Company of its failure to maintain appropriate quality standards with respect to its uses any infringement or unauthorized use of the Licensed Names and Marks, of which it is aware, and agrees to assist the Service Provider shall use reasonably diligent efforts Company at the Company's expense in any such action brought by the Company. It is understood, however, that the Company is not obligated to cure the cause of institute and prosecute any such failure. The Service Provider shall be deemed actions in any case in which it, in its sole judgment, may consider it inadvisable to have maintained such appropriate quality standards if: do so. (i) the Company does not object to any such uses within 30 days of its actual receipt of representative samples of such uses; (ii) the quality of such uses is commensurate with the quality adhered to by Service Provider before the date hereof; or (iii) the quality of such uses is not materially different from uses previously approved by the Company. (d) The rights agreements and license granted covenants contained in this Section 3.05 2.08 shall continue in effect until such time as this Agreement is terminated pursuant to Article IXSection 7.02. Upon the Service Provider's receipt of notice of termination of this Agreement, the Service Provider Administrator shall immediately discontinue all use of the Licensed Names and Marks in accordance with applicable Law (but in no event will such use extend beyond 60 sixty (60) days after termination) and shall not thereafter use any names or marks that which are confusingly similar or likely to the Licensed Names and Markscause confusion therewith. Following Prior to any such notice of termination, the Company and the Service Provider Administrator shall cooperate to take all action reasonably necessary to effect such discontinuance including, but not limited to, notifying policyholdersPolicyholders, producersProducers, suppliers, service providers, regulatory agencies, and other relevant Persons of the discontinuance. Upon termination, except as provided in this Section 3.05(d), all of Service Providerthe Administrator's rights to the Licensed Names and Marks shall revert to and continue to reside with and be owned exclusively by the Company. (ej) The Company represents and warrants that it owns Administrator is granted no rights to use the Licensed Names and Marks Marks, other than those rights specifically described and has the right to grant the rights and license granted herein. The rights and license granted herein will not conflict with the rights of any third party and the use of the Licensed Names and Marks expressly licensed in connection with the Services as licensed hereunder will not infringe or violate the rights of any third partythis Agreement. (fk) None of the rights licensed to the Service Provider Administrator under this Section 3.05 2.08 may be assigned, sublicensed or otherwise transferred by the Service Provider (other than in connection with the delegation of Services to an Authorized Administrator in accordance with this Agreement)Administrator, nor shall such rights inure to the benefit of any trustee in bankruptcy, receiver or successor of the Service ProviderAdministrator, whether by operation of law or otherwise without the prior written consent of the Company, and any assignment, sublicense or other transfer without such consent shall be null and void. The merger of the Service Provider or an Authorized Administrator with or into another entity shall not constitute an assignment hereunder. (gl) Without limiting the right of the Company hereto to pursue all other legal and equitable rights available to it for violation of this Section 3.05 2.08 by the Service Provider Administrator or any of its Affiliates, the Service Provider Administrator acknowledges and agrees that other remedies cannot fully compensate the Company for such a violation by the Service Provider Administrator or such Affiliates and that the Company shall be entitled to injunctive relief or other equitable remedies to prevent the violation or continuing violation thereof.

Agreements Regarding Use of the Company's Name. Except as provided herein, the Service Provider shall not use the name, logo or other service or trade names, marks or domain names of the Company or its Affiliates, whether or not used in the Business (collectively, the "Company Names and Marks") in any way or manner not specifically authorized in writing by the Company. Subject to the foregoing general limitation, the Company and the Service Provider agree as follows: (a) The parties shall abide by and adhere to, in all respects, the provisions of section 5.8 of the Purchase Agreement. In addition, the Company hereby grants to the Service Provider and the Service Provider hereby accepts Reinsurer a limited, non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services)terminable, worldwide revocable, royalty-free license to use license, during the term that the Company Names is performing any of the Administrative Services, BOLI Services or Destinations Services, with no right to sublicense or assign without the Company's express written consent, for Reinsurer to display and Marks that are used in connection with refer to the Business Company's name and trademark (the "Licensed Names and MarksCompany Xxxx") in connection with as may be necessary or appropriate for Reinsurer to perform the Services rendered by the Service Provider under this Agreement, subject to the terms and conditions set forth in this Agreement. The Parties agree that in the course of rendering the Administrative Services, the Service Provider may reasonably determine that there is a technical or administrative need to register domain names that include the Licensed Names BOLI Services and Marks, including in conjunction with other names or marks designated by the Service Provider. The Service Provider shall obtain the Company's consent prior to registration of any domain names that include the Licensed Names and Marks, which consent shall not be unreasonably withheld. The Service Provider shall use the Licensed Names and Marks in such a way as not to confuse third parties but to put them on notice that the Service Provider is the provider and source of the Destinations Services. No right is granted hereunder for the use of the Licensed Names and Marks (or any of the Company Names and Marks) in connection with any services other than the Services. If the Company decides to discontinue any of the Licensed Names and Marks or create any new Licensed Names and Marks ("New Xxxx") it shall provide written notice to the Service Provider at least six months in advance so that the Service Provider can phase out the discontinued Licensed Name and Xxxx or phase in the New Xxxx in an orderly fashion. Any New Xxxx shall, upon the Company's notice, be deemed a Licensed Name and Xxxx hereunder. (b) Without limiting the generality of the foregoing subsection (a), It is acknowledged that the Company hereby further grantsXxxx indicates to the public that the products and services provided under the Company Xxxx are of commercially consistent quality and standards. Reinsurer shall use the Company Xxxx at a level of quality at least as high as that established prior to the date of this Agreement. Reinsurer shall comply with all applicable marking statutes and shall, and where appropriate, designate the Service Provider hereby accepts a non-exclusive, non-transferable (other than Company Xxxx as provided in subsection (f) registered. Reinsurer may also use its own marks in connection with the delegation of Services), worldwide royalty-free right and limited license to use the Licensed Names and Marks as part of any Uniform Resource Locators ("URLs") (excluding the domain name portion of such URLs other than as provided in subsection (a)) used in connection with the Services rendered by the Service Provider under this Agreement, subject grant to the terms Company Xxxx. Reinsurer agrees to furnish Company an example of each use of the Company Xxxx upon written request of Company, and conditions set forth in this AgreementCompany, acting reasonably, shall have the right to disapprove such use and require Reinsurer to cease or revise such use. (c) The All rights in the Company Xxxx other than those specifically licensed to Reinsurer herein are reserved to the Company for all purposes, and nothing herein set forth shall be deemed to be an assignment, transfer or conveyance by Company to Reinsurer of any right, title, proprietorship, goodwill or interest in or to the Company Xxxx. Except as otherwise provided under Section 5.8 of the Purchase Agreement, Reinsurer shall not acquire any other rights of any kind in the Company's trade names, trademarks, product name or marks by the use authorized in this Section 5.13. (d) Reinsurer shall cease to use the Company Xxxx and any similar or derivative markings, in any manner immediately upon the termination of the Reinsurer's performance of the Administrative Services. Company shall have the right to control the form and manner terminate this license immediately if Reinsurer is in which the Licensed Names and Marks are used by the Service Provider upon material breach of a representation or in connection with the Internet, advertisements, brochures, audio or visual presentations, or any other materials used in the performance of Service Provider's Services warranty under this Agreement. The Service Provider agrees to use the Licensed Names and Marks in accordance with such quality standards as may be set by the Company and communicated to the Service Provider from time to time or as may be agreed to by the Company and the Service Provider from time to time, provided, that the Company acknowledges that it is aware of the quality standards currently maintained by the Service Provider, and such quality standards are acceptable to the Company. Upon the Company's request from time to time, the Service Provider shall provide to the Company representative samples of its uses of the Licensed Names and Marks. In the event the Company notifies the Service Provider of its failure to maintain appropriate quality standards with respect to its uses of the Licensed Names and Marks, the Service Provider shall use reasonably diligent efforts to cure the cause of such failure. The Service Provider shall be deemed to have maintained such appropriate quality standards if: (i) the Company does not object to any such uses within 30 days of its actual receipt of representative samples of such uses; (ii) the quality of such uses is commensurate with the quality adhered to by Service Provider before the date hereof; or (iii) the quality of such uses is not materially different from uses previously approved by the Company. (d) The rights and license granted in this Section 3.05 shall continue in effect until such time as this Agreement is terminated pursuant to Article IX. Upon the Service Provider's receipt of notice of termination of this Agreement, the Service Provider shall discontinue all use of the Licensed Names and Marks in accordance with applicable Law (but in no event will such use extend beyond 60 days after termination) and shall not thereafter use any names or marks that are confusingly similar to the Licensed Names and Marks. Following any such notice of termination, the Company and the Service Provider shall cooperate to take all action reasonably necessary to effect such discontinuance including, but not limited to, notifying policyholders, producers, suppliers, service providers, regulatory agencies, and other relevant Persons of the discontinuance. Upon termination, except as provided in this Section 3.05(d), all of Service Provider's rights to the Licensed Names and Marks shall revert to and continue to reside with and be owned exclusively by the Company. (e) The Company represents and warrants that it owns the Licensed Names and Marks and has the right to grant the rights and license granted herein. The rights and license granted herein will not conflict with the rights of any third party and the use of the Licensed Names and Marks in connection with the Services as licensed hereunder will not infringe or violate the rights of any third party. (f) None of the rights licensed to the Service Provider under this Section 3.05 may be assigned, sublicensed or otherwise transferred by the Service Provider (other than in connection with the delegation of Services to an Authorized Administrator in accordance with this Agreement), nor shall such rights inure to the benefit of any trustee in bankruptcy, receiver or successor of the Service Provider, whether by operation of law or otherwise without the prior written consent of the Company, and any assignment, sublicense or other transfer without such consent shall be null and void. The merger of the Service Provider or an Authorized Administrator with or into another entity shall not constitute an assignment hereunder. (g) Without limiting the right of the Company hereto to pursue all other legal and equitable rights available to it for violation of this Section 3.05 by the Service Provider or any of its Affiliates, the Service Provider acknowledges and agrees that other remedies cannot fully compensate the Company for such a violation by the Service Provider or such Affiliates and that the Company shall be entitled to injunctive relief or other equitable remedies to prevent the violation or continuing violation thereof.

Agreements Regarding Use of the Company's Name. Except as provided herein, the Service Provider shall not use the name, logo or other service or trade names, marks or domain names of The Administrator hereby acknowledges that the Company either directly or by its Affiliates, whether or not used in Affiliates has adopted and is using the Business names and marks and registrations thereof listed on Schedule 2.08(A) hereto (collectively, the "Company Licensed Names and Marks") in connection with the Policies and Post-Closing Policies and Separate Accounts subject to this Agreement. The Administrator shall not use the Licensed Names and Marks in any way or manner not specifically authorized in writing by the Company. Subject to the foregoing general limitation, the Company and the Service Provider Administrator agree as follows: (a) The Company hereby grants to the Service Provider Administrator and the Service Provider Administrator hereby accepts a temporary, non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services)transferable, worldwide royalty-free license to use the Company Licensed Names and Marks that are used in connection with with, and for the Business (sole purpose of identifying, the "Licensed Names and Marks") in connection with the Services services rendered by the Service Provider Administrator under this AgreementAgreement (such services referred to herein as the "Services"), subject to the terms and conditions set forth in this Agreement. The Parties agree that in the course of rendering the Services, the Service Provider may reasonably determine that there is a technical or administrative need to register domain names that include the Licensed Names and Marks, including in conjunction with other names or marks designated by the Service Provider. The Service Provider shall obtain the Company's consent prior to registration of any domain names that include the Licensed Names and Marks, which consent shall not be unreasonably withheld. The Service Provider Administrator shall use the Licensed Names and Marks in such a way as not to confuse third third-parties but to put them on notice that the Service Provider Administrator is the provider and source of the Services. No . (b) The Company shall have the right is granted hereunder for in its sole discretion to specify and control the use quality of the Services performed by the Administrator under the Licensed Names and Marks (and the Administrator agrees to maintain at least the same high quality of services as is or any of has been maintained by the Company Names and Marks) in connection with any services other than the Services. If the Company decides to discontinue any of under the Licensed Names and Marks or create any new Licensed Names and Marks ("New Xxxx") it Marks. The Administrator shall provide written notice submit to the Service Provider Company such evidence as the Company may reasonably require to ensure the Administrator's compliance with the obligati1ns set forth herein. The Administrator shall permit the Company, upon reasonable prior notice, to inspect and audit the Administrator's business operations at least six months any time during the Administrator's regular business hours in advance so order to assure the Company that the Service Provider can phase out the discontinued Licensed Name Administrator is observing he terms and Xxxx or phase in the New Xxxx in an orderly fashion. Any New Xxxx shall, upon the Company's notice, be deemed a Licensed Name and Xxxx hereunderconditions of this Section 2.08. (bc) Without limiting the generality of the foregoing subsection (a), the Company hereby further grants, and the Service Provider hereby accepts a non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services), worldwide royalty-free right and license to The Administrator agrees that it will use the Licensed Names and Marks as part of any Uniform Resource Locators ("URLs") (excluding the domain name portion of such URLs other than as provided only in subsection (a)) used in connection accordance with the Services rendered performance and usage standards established by the Service Provider under this Agreement, subject Company and communicated to the terms and conditions set forth in this Agreement. (c) Administrator including, without limitation, graphic standards as prescribed by the Company. The Company shall have the right to control the form and manner in which the Licensed Names and Marks are used by the Service Provider Administrator upon or in connection with the Internet, advertisements, brochures, audio or visual presentations, or any other materials used in the performance sale or advertising of Service Providerthe Administrator's Services under this Agreementservices. The Service Provider Administrator agrees, upon request of the Company, to furnish the Company with specimens of all such materials as to which the Company objects in writing if such use is inconsistent with the Company's use prior to the date hereof. The Administrator shall use registered Licensed Names and Marks with proper notice of registration. (d) Except as provided herein, the Administrator shall have no right to use any other name or xxxx of the Company not now or hereafter listed on Schedule 2.08(A) hereof including, but not limited to, those names, marks and logos listed on Schedule 2.08(B) hereto. The Licensed Names and Marks are intended to be a complete listing of all names, marks and logos exclusive of those marks set forth on Schedule 2.08(B) hereto used in connection with and for the purpose of identifying the Business. The Company will add to Schedule 2.08(A) any names, marks and logos that were inadvertently omitted. No right is granted hereunder for the use of the Licensed Names and Marks in connection with any services other than the Services specified in Section 2.08(a) above. The Administrator agrees not to use the Licensed Names and Marks in accordance with such quality standards as may be set by partial form without the prior written consent of the Company, which the Company and communicated can withhold at its sole discretion. The Administrator agrees not to adopt or use any service xxxx, logo or design confusingly similar to the Service Provider from time to time or as may be agreed to by the Company Licensed Names and the Service Provider from time to time, provided, Marks. It is understood that the Company retains the right, in its sole discretion, to modify the Licensed Names and Marks, upon reasonable prior notice to the Administrator, but the Company shall not materially modify the Licensed Names and Marks if such modification would require regulatory approval of the Administrator's use of the Licensed Names and Marks, without the prior written consent of the Administrator, which consent shall not be unreasonably withheld. (e) The Administrator recognizes the value of the goodwill associated with the Licensed Names and Marks and acknowledges that it is aware of all proprietary rights therein and the quality standards currently maintained by the Service Provider, and such quality standards are acceptable goodwill attached thereto belong exclusively to the Company. Upon All uses of the Licensed Names and Marks by the Administrator shall, with respect to service xxxx ownership only, inure solely to the benefit of the Company and any registration of the Licensed Names and Marks shall be registered in the name of the Company, it being understood that the present license will not in any way affect the ownership by the Company of the Licensed Names and Marks, each of which shall continue to be the exclusive property of the Company. With respect only to those trademarks and service marks listed on Schedule 2.08(A) hereto which have been registered with the U.S. Patent and Trademark Office as of the date of this Agreement ("Registered Marks"), the Administrator acknowledges that the Company owns such Registered Marks. The Company shall, in its own name and at its own expense, maintain appropriate service xxxx protection for the Licensed Names and Marks. The Administrator shall not at any time during the term of this Agreement or at anytime thereafter do or cause to be done any act contesting the validity of the Licensed Names and Marks, contesting or in any way impairing or tending to impair the Company's request from time to timeentire right, title and interest in the Licensed Names and Marks and the registrations thereof or adversely affecting the value of the Licensed Names and Marks or the reputation and goodwill of the Company. The Administrator shall not represent that it has any right, title or interest in the reputation and good will of the Company. The Administrator shall not represent that it has any right, title or interest in the Licensed Names and Marks other than the rights expressly granted by this Agreement. (f) Except as provided in this Agreement, the Service Provider use of the Licensed Names and Marks by the Administrator shall provide not create, or be deemed to create, any responsibility or liability on the part of the Company for the acts or omissions of the Administrator. (g) Subject to the provisions of Article VI hereof, the Company representative samples will indemnify, defend and hold the Administrator harmless from any Loss (as defined in Section 6.03 hereof) that arises in connection with any third-party infringement or similar suit involving the Licensed Names and Marks. With the exception of its uses infringement or similar suits involving the Licensed Names and Marks, the Administrator shall indemnify, defend and hold the Company harmless from any Loss that arises in connection with the Administrator's use of the Licensed Names and Marks. In This Section 2.08(g) shall survive the event termination of this Agreement. (h) The right to institute and prosecute actions for infringement of the Licensed Names and Marks is reserved exclusively to the Company, and the Company notifies shall have the Service Provider right to join the Administrator in any such actions as a formal party. Any such action shall be conducted at the Company's expense. The Administrator shall promptly notify the Company of its failure to maintain appropriate quality standards with respect to its uses any infringement or unauthorized use of the Licensed Names and Marks, of which it is aware, and agrees to assist the Service Provider shall use reasonably diligent efforts Company at the Company's expense in any such action brought by the Company. It is understood, however, that the Company is not obligated to cure the cause of institute and prosecute any such failure. The Service Provider shall be deemed actions in any case in which it, in its sole judgment, may consider it inadvisable to have maintained such appropriate quality standards if: do so. (i) the Company does not object to any such uses within 30 days of its actual receipt of representative samples of such uses; (ii) the quality of such uses is commensurate with the quality adhered to by Service Provider before the date hereof; or (iii) the quality of such uses is not materially different from uses previously approved by the Company. (d) The rights agreements and license granted covenants contained in this Section 3.05 2.08 shall continue in effect until such time as this Agreement is terminated pursuant to Article IXSection 7.02. Upon the Service Provider's receipt of notice of termination of this Agreement, the Service Provider Administrator shall immediately discontinue all use of the Licensed Names and Marks in accordance with applicable Law (but in no event will such use extend beyond 60 sixty (60) days after termination) and shall not thereafter use any names or marks that which are confusingly similar or likely to the Licensed Names and Markscause confusion therewith. Following Prior to any such notice of termination, the Company and the Service Provider Administrator shall cooperate to take all action reasonably necessary to effect such discontinuance including, but not limited to, notifying policyholdersPolicyholders, producersProducers, suppliers, service providers, regulatory agencies, and other relevant Persons of the discontinuance. Upon termination, except as provided in this Section 3.05(d), all of Service Providerthe Administrator's rights to the Licensed Names and Marks shall revert to and continue to reside with and be owned exclusively by the Company. (ej) The Company represents and warrants that it owns Administrator is granted no rights to use the Licensed Names and Marks Marks, other than those rights specifically described and has the right to grant the rights and license granted herein. The rights and license granted herein will not conflict with the rights of any third party and the use of the Licensed Names and Marks expressly licensed in connection with the Services as licensed hereunder will not infringe or violate the rights of any third partythis Agreement. (fk) None of the rights licensed to the Service Provider Administrator under this Section 3.05 2.08 may be assigned, sublicensed or otherwise transferred by the Service Provider (other than in connection with the delegation of Services to an Authorized Administrator in accordance with this Agreement)Administrator, nor shall such rights inure to the benefit of any trustee in bankruptcy, receiver or successor of the Service ProviderAdministrator, whether by operation of law or otherwise without the prior written consent of the Company, and any assignment, sublicense or other transfer without such consent shall be null and void. The merger of the Service Provider or an Authorized Administrator with or into another entity shall not constitute an assignment hereunder. (g1) Without limiting the right of the Company hereto to pursue all other legal and equitable rights available to it for violation of this Section 3.05 2.08 by the Service Provider Administrator or any of its Affiliates, the Service Provider Administrator acknowledges and agrees that other remedies cannot fully compensate the Company for such a violation by the Service Provider Administrator or such Affiliates and that the Company shall be entitled to injunctive relief or other equitable remedies to prevent the violation or continuing violation thereof.

Agreements Regarding Use of the Company's Name. Except as provided herein, the Service Provider shall not use the name, logo or other service or trade names, marks or domain names of The Administrator hereby acknowledges that the Company either directly or by its Affiliates, whether or not used in Affiliates has adopted and is using the Business names and marks and registrations thereof listed on Schedule 2.08(A) hereto (collectively, the "Company Licensed Names and Marks") in connection with the Policies and Post-Closing Policies and Separate Accounts subject to this Agreement. The Administrator shall not use the Licensed Names and Marks in any way or manner not specifically authorized in writing by the Company. Subject to the foregoing general limitation, the Company and the Service Provider Administrator agree as follows: (a) The Company hereby grants to the Service Provider Administrator and the Service Provider Administrator hereby accepts a temporary, non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services)transferable, worldwide royalty-free license to use the Company Licensed Names and Marks that are used in connection with with, and for the Business (sole purpose of identifying, the "Licensed Names and Marks") in connection with the Services services rendered by the Service Provider Administrator under this AgreementAgreement (such services referred to herein as the "Services"), subject to the terms and conditions set forth in this Agreement. The Parties agree that in the course of rendering the Services, the Service Provider may reasonably determine that there is a technical or administrative need to register domain names that include the Licensed Names and Marks, including in conjunction with other names or marks designated by the Service Provider. The Service Provider shall obtain the Company's consent prior to registration of any domain names that include the Licensed Names and Marks, which consent shall not be unreasonably withheld. The Service Provider Administrator shall use the Licensed Names and Marks in such a way as not to confuse third third-parties but to put them on notice that the Service Provider Administrator is the provider and source of the Services. No . (b) The Company shall have the right is granted hereunder for in its sole discretion to specify and control the use quality of the Services performed by the Administrator under the Licensed Names and Marks (and the Administrator agrees to maintain at least the same high quality of services as is or any of has been maintained by the Company Names and Marks) in connection with any services other than the Services. If the Company decides to discontinue any of under the Licensed Names and Marks or create any new Licensed Names and Marks ("New Xxxx") it Marks. The Administrator shall provide written notice submit to the Service Provider Company such evidence as the Company may reasonably require to ensure Administrator's compliance with the obligations set forth herein. The Administrator shall permit the Company, upon reasonable prior notice, to inspect and audit the Administrator's business operations at least six months any time during the Administrator's regular business hours in advance so order to assure the Company that the Service Provider can phase out Administrator is observing the discontinued Licensed Name terms and Xxxx or phase in the New Xxxx in an orderly fashion. Any New Xxxx shall, upon the Company's notice, be deemed a Licensed Name and Xxxx hereunderconditions of this Section 2.08. (bc) Without limiting the generality of the foregoing subsection (a), the Company hereby further grants, and the Service Provider hereby accepts a non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services), worldwide royalty-free right and license to The Administrator agrees that it will use the Licensed Names and Marks as part of any Uniform Resource Locators ("URLs") (excluding the domain name portion of such URLs other than as provided only in subsection (a)) used in connection accordance with the Services rendered performance and usage standards established by the Service Provider under this Agreement, subject Company and communicated to the terms and conditions set forth in this Agreement. (c) Administrator including, without limitation, graphic standards as prescribed by the Company. The Company shall have the right to control the form and manner in which the Licensed Names and Marks are used by the Service Provider Administrator upon or in connection with the Internet, advertisements, brochures, audio or visual presentations, or any other materials used in the performance sale or advertising of Service ProviderAdministrator's Services under this Agreementservices. The Service Provider Administrator agrees, upon request of the Company, to furnish the Company with specimens of all such materials as to which the Company objects in writing if such use is inconsistent with Company's use prior to the date hereof. The Administrator shall use registered Licensed Names and Marks with proper notice of registration. (d) Except as provided herein, the Administrator shall have no right to use any other name or xxxx of the Company not now or hereafter listed on Schedule 2.08(A) hereof including, but not limited to, those names, marks and logos listed on Schedule 2.08(B) hereto. The Licensed Names and Marks are intended to be a complete listing of all names, marks and logos exclusive of those marks set forth on Schedule 2.08(B) hereto used in connection with and for the purpose of identifying the Business. The Company will add to Schedule 2.08(A) any names, marks and logos that were inadvertently omitted. No right is granted hereunder for the use of the Licensed Names and Marks in connection with any services other than the Services specified in Section 2.08(a) above. The Administrator agrees not to use the Licensed Names and Marks in accordance with such quality standards as may be set by partial form without the prior written consent of the Company, which the Company and communicated can withhold at its sole discretion. The Administrator agrees not to adopt or use any service xxxx, logo or design confusingly similar to the Service Provider from time to time or as may be agreed to by the Company Licensed Names and the Service Provider from time to time, provided, Marks. It is understood that the Company retains the right, in its sole discretion, to modify the Licensed Names and Marks, upon reasonable prior notice to the Administrator, but the Company shall not materially modify the Licensed Names and Marks if such modification would require regulatory approval of Administrator's use of the Licensed Names and Marks, without the prior written consent of the Administrator, which consent shall not be unreasonably withheld. (e) The Administrator recognizes the value of the goodwill associated with the Licensed Names and Marks and acknowledges that it is aware of all proprietary rights therein and the quality standards currently maintained by the Service Provider, and such quality standards are acceptable goodwill attached thereto belong exclusively to the Company. Upon All uses of the Licensed Names and Marks by the Administrator shall, with respect to service xxxx ownership only, inure solely to the benefit of the Company and any registration of the Licensed Names and Marks shall be registered in the name of the Company's request from time , it being understood that the present license will not in any way affect the ownership by the Company of the Licensed Names and Marks, each of which shall continue to timebe the exclusive property of the Company. With respect only to those trademarks and service marks listed on Schedule 2.08(A) hereto which have been registered with the U.S. Patent and Trademark Office as of the date of this Agreement ("Registered Marks"), the Service Provider Administrator acknowledges that the Company owns such Registered Marks. The Company shall, in its own name and at its own expense, maintain appropriate service xxxx protection for the Licensed Names and Marks. The Administrator shall provide not at any time during the term of this Agreement or at anytime thereafter do or cause to be done any act contesting the validity of the Licensed Names and Marks, contesting or in any way impairing or tending to impair Company's entire right, title and interest in the Licensed Names and Marks and the registrations thereof or adversely affecting the value of the Licensed Names and Marks or the reputation and goodwill of the Company. The Administrator shall not represent that it has any right, title or interest in the reputation and good will of the Company. The Administrator shall not represent that it has any right, title or interest in the Licensed Names and Marks other than the rights expressly granted by this Agreement. (f) Except as provided in this Agreement, the use of the Licensed Names and Marks by the Administrator shall not create, or be deemed to create, any responsibility or liability on the part of the Company for the acts or omissions of the Administrator. (g) Subject to the provisions of Article VI hereof, the Company representative samples will indemnify, defend and hold the Administrator harmless from any Loss (as defined in Section 6.03 hereof) that arises in connection with any third-party infringement or similar suit involving the Licensed Names and Marks. With the exception of its uses infringement or similar suits involving the Licensed Names and Marks, the Administrator shall indemnify, defend and hold the Company harmless from any Loss that arises in connection with the Administrator's use of the Licensed Names and Marks. In This Section 2.08(g) shall survive the event termination of this Agreement. (h) The right to institute and prosecute actions for infringement of the Licensed Names and Marks is reserved exclusively to the Company, and the Company notifies shall have the Service Provider right to join the Administrator in any such actions as a formal party. Any such action shall be conducted at the Company's expense. The Administrator shall promptly notify the Company of its failure to maintain appropriate quality standards with respect to its uses any infringement or unauthorized use of the Licensed Names and Marks, of which it is aware, and agrees to assist the Service Provider shall use reasonably diligent efforts Company at the Company's expense in any such action brought by the Company. It is understood, however, that the Company is not obligated to cure the cause of institute and prosecute any such failure. The Service Provider shall be deemed actions in any case in which it, in its sole judgment, may consider it inadvisable to have maintained such appropriate quality standards if: do so. (i) the Company does not object to any such uses within 30 days of its actual receipt of representative samples of such uses; (ii) the quality of such uses is commensurate with the quality adhered to by Service Provider before the date hereof; or (iii) the quality of such uses is not materially different from uses previously approved by the Company. (d) The rights agreements and license granted covenants contained in this Section 3.05 2.08 shall continue in effect until such time as this Agreement is terminated pursuant to Article IXSection 7.02. Upon the Service Provider's receipt of notice of termination of this Agreement, the Service Provider Administrator shall immediately discontinue all use of the Licensed Names and Marks in accordance with applicable Law (but in no event will such use extend beyond 60 sixty (60) days after termination) and shall not thereafter use any names or marks that which are confusingly similar or likely to the Licensed Names and Markscause confusion therewith. Following Prior to any such notice of termination, the Company and the Service Provider Administrator shall cooperate to take all action reasonably necessary to effect such discontinuance including, but not limited to, notifying policyholdersPolicyholders, producersProducers, suppliers, service providers, regulatory agencies, and other relevant Persons of the discontinuance. Upon termination, except as provided in this Section 3.05(d), all of Service ProviderAdministrator's rights to the Licensed Names and Marks shall revert to and continue to reside with and be owned exclusively by the Company. (ej) The Company represents and warrants that it owns Administrator is granted no rights to use the Licensed Names and Marks Marks, other than those rights specifically described and has the right to grant the rights and license granted herein. The rights and license granted herein will not conflict with the rights of any third party and the use of the Licensed Names and Marks expressly licensed in connection with the Services as licensed hereunder will not infringe or violate the rights of any third partythis Agreement. (fk) None of the rights licensed to the Service Provider Administrator under this Section 3.05 2.08 may be assigned, sublicensed or otherwise transferred by the Service Provider (other than in connection with the delegation of Services to an Authorized Administrator in accordance with this Agreement)Administrator, nor shall such rights inure to the benefit of any trustee in bankruptcy, receiver or successor of the Service ProviderAdministrator, whether by operation of law or otherwise without the prior written consent of the Company, and any assignment, sublicense or other transfer without such consent shall be null and void. The merger of the Service Provider or an Authorized Administrator with or into another entity shall not constitute an assignment hereunder. (gl) Without limiting the right of the Company hereto to pursue all other legal and equitable rights available to it for violation of this Section 3.05 2.08 by the Service Provider Administrator or any of its Affiliates, the Service Provider Administrator acknowledges and agrees that other remedies cannot fully compensate the Company for such a violation by the Service Provider Administrator or such Affiliates and that the Company shall be entitled to injunctive relief or other equitable remedies to prevent the violation or continuing violation thereof.

Agreements Regarding Use of the Company's Name. Except as provided herein, the Service Provider shall not use the name, logo or other service or trade names, marks or domain names of The Administrator hereby acknowledges that the Company either directly or by its Affiliates, whether or not used in Affiliates has adopted and is using the Business names and marks and registrations thereof listed on Schedule 2.08(A) hereto (collectively, the "Company Licensed Names and Marks") in connection with the Policies and Post-Closing Policies and Separate Accounts subject to this Agreement. The Administrator shall not use the Licensed Names and Marks in any way or manner not specifically authorized in writing by the Company. Subject to the foregoing general limitation, the Company and the Service Provider Administrator agree as follows: (a) The Company hereby grants to the Service Provider Administrator and the Service Provider Administrator hereby accepts a temporary, non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services)transferable, worldwide royalty-free license to use the Company Licensed Names and Marks that are used in connection with with, and for the Business (sole purpose of identifying, the "Licensed Names and Marks") in connection with the Services services rendered by the Service Provider Administrator under this AgreementAgreement (such services referred to herein as the "Services"), subject to the terms and conditions set forth in this Agreement. The Parties agree that in the course of rendering the Services, the Service Provider may reasonably determine that there is a technical or administrative need to register domain names that include the Licensed Names and Marks, including in conjunction with other names or marks designated by the Service Provider. The Service Provider shall obtain the Company's consent prior to registration of any domain names that include the Licensed Names and Marks, which consent shall not be unreasonably withheld. The Service Provider Administrator shall use the Licensed Names and Marks in such a way as not to confuse third third-parties but to put them on notice that the Service Provider Administrator is the provider and source of the Services. No . (b) The Company shall have the right is granted hereunder for in its sole discretion to specify and control the use quality of the Services performed by the Administrator under the Licensed Names and Marks (and the Administrator agrees to maintain at least the same high quality of services as is or any of has been maintained by the Company Names and Marks) in connection with any services other than the Services. If the Company decides to discontinue any of under the Licensed Names and Marks or create any new Licensed Names and Marks ("New Xxxx") it Marks. The Administrator shall provide written notice submit to the Service Provider Company such evidence as the Company may reasonably require to ensure Administrator's compliance with the obligations set forth herein. The Administrator shall permit the Company, upon reasonable prior notice, to inspect and audit the Administrator's business operations at least six months any time during the Administrator's regular business hours in advance so order to assure the Company that the Service Provider can phase out Administrator is observing the discontinued Licensed Name terms and Xxxx or phase in the New Xxxx in an orderly fashion. Any New Xxxx shall, upon the Company's notice, be deemed a Licensed Name and Xxxx hereunderconditions of this Section 2.08. (bc) Without limiting the generality of the foregoing subsection (a), the Company hereby further grants, and the Service Provider hereby accepts a non-exclusive, non-transferable (other than as provided in subsection (f) in connection with the delegation of Services), worldwide royalty-free right and license to The Administrator agrees that it will use the Licensed Names and Marks as part of any Uniform Resource Locators ("URLs") (excluding the domain name portion of such URLs other than as provided only in subsection (a)) used in connection accordance with the Services rendered performance and usage standards established by the Service Provider under this Agreement, subject Company and communicated to the terms and conditions set forth in this Agreement. (c) Administrator including, without limitation, graphic standards as prescribed by the Company. The Company shall have the right to control the form and manner in which the Licensed Names and Marks are used by the Service Provider Administrator upon or in connection with the Internet, advertisements, brochures, audio or visual presentations, or any other materials used in the performance sale or advertising of Service ProviderAdministrator's Services under this Agreementservices. The Service Provider Administrator agrees, upon request of the Company, to furnish the company with specimens of all such materials as to which the Company objects in writing if such use is inconsistent with Company's use prior to the date hereof. The Administrator shall use registered Licensed Names and Marks with proper notice of registration. (d) Except as provided herein, the Administrator shall have no right to use any other name or xxxx of the Company not now or hereafter listed on Schedule 2.08(A) hereof including, but not limited to, those names, marks and logos listed on Schedule 2.08(B) hereto. The Licensed Names and Marks are intended to be a complete listing of all names, marks and logos exclusive of those marks set forth on Schedule 2.08(B) hereto used in connection with and for the purpose of identifying the Business. The Company will add to Schedule 2.08(A) any names, marks and logos that were inadvertently omitted. No right is granted hereunder for the use of the Licensed Names and Marks in connection with any services other than the Services specified in Section 2.08(A) above. The Administrator agrees not to use the Licensed Names and Marks in accordance with such quality standards as may be set by partial form without the prior written consent of the Company, which the Company and communicated can withhold at its sole discretion. The Administrator agrees not to adopt or use any service xxxx, logo or design confusingly similar to the Service Provider from time to time or as may be agreed to by the Company Licensed Names and the Service Provider from time to time, provided, Marks. It is understood that the Company retains the right, in its sole discretion, to modify the Licensed Names and Marks, upon reasonable prior notice to the Administrator, but the Company shall not materially modify the Licensed Names and Marks if such modification would require regulatory approval of Administrator's use of the Licensed Names and Marks, without the prior written consent of the Administrator, which consent shall not be unreasonably withheld. (e) The Administrator recognizes the value of the goodwill associated with the Licensed Names and Marks and acknowledges that it is aware of all proprietary rights therein and the quality standards currently maintained by the Service Provider, and such quality standards are acceptable goodwill attached thereto belong exclusively to the Company. Upon All uses of the Licensed Names and Marks by the Administrator shall, with respect to service xxxx ownership only, inure solely to the benefit of the Company and any registration of the Licensed Names and Marks shall be registered in the name of the Company's request from time , it being understood that the present license will not in any way affect the ownership by the Company of the Licensed Names and Marks, each of which shall continue to timebe the exclusive property of the Company. With respect only to those trademarks and service marks listed on Schedule 2.08(A) hereto which have been registered with the U.S. Patent and Trademark Office as of the date of this Agreement ("Registered Marks"), the Service Provider Administrator acknowledges that the Company owns such Registered Marks. The Company shall, in its own name and at its own expense, maintain appropriate service xxxx protection for the Licensed Names and Marks. The Administrator shall provide not at any time during the term of this Agreement or at anytime thereafter do or cause to be done any act contesting the validity of the Licensed Names and Marks, contesting or in any way impairing or tending to impair Company's entire right, title and interest in the Licensed Names and Marks and the registrations thereof or adversely affecting the value of the Licensed Names and Marks or the reputation and goodwill of the Company. The Administrator shall not represent that it has any right, title or interest in the reputation and good will of the Company. The Administrator shall not represent that it has any right, title or interest in the Licensed Names and Marks other than the rights expressly granted by this Agreement. (f) Except as provided in this Agreement, the use of the Licensed Names and Marks by the Administrator shall not create, or be deemed to create, any responsibility or liability on the part of the Company for the acts or omissions of the Administrator. (g) Subject to the provisions of Article VI hereof, the Company representative samples will indemnify, defend and hold the Administrator harmless from any Loss (as defined in Section 6.03 hereof) that arises in connection with any third-party infringement or similar suit involving the Licensed Names and Marks. With the exception of its uses infringement or similar suits involving the Licensed Names and Marks, the Administrator shall indemnify, defend and hold the Company harmless from any Loss that arises in connection with the Administrator's use of the Licensed Names and Marks. In This Section 2.08(g) shall survive the event termination of this Agreement. (h) The right to institute and prosecute actions for infringement of the Licensed Names and Marks is reserved exclusively to the Company, and the Company notifies shall have the Service Provider right to join the Administrator in any such actions as a formal party. Any such action shall be conducted at the Company's expense. The Administrator shall promptly notify the Company of its failure to maintain appropriate quality standards with respect to its uses any infringement or unauthorized use of the Licensed Names and Marks, of which it is aware, and agrees to assist the Service Provider shall use reasonably diligent efforts Company at the Company's expense in any such action brought by the Company. It is understood, however, that the Company is not obligated to cure the cause of institute and prosecute any such failure. The Service Provider shall be deemed actions in any case in which it, in its sole judgment, may consider it inadvisable to have maintained such appropriate quality standards if: do so. (i) the Company does not object to any such uses within 30 days of its actual receipt of representative samples of such uses; (ii) the quality of such uses is commensurate with the quality adhered to by Service Provider before the date hereof; or (iii) the quality of such uses is not materially different from uses previously approved by the Company. (d) The rights agreements and license granted covenants contained in this Section 3.05 2.08 shall continue in effect until such time as this Agreement is terminated pursuant to Article IXSection 7.02. Upon the Service Provider's receipt of notice of termination of this Agreement, the Service Provider Administrator shall immediately discontinue all use of the Licensed Names and Marks in accordance with applicable Law (but in no event will such use extend beyond 60 sixty (60) days after termination) and shall not thereafter use any names or marks that which are confusingly similar or likely to the Licensed Names and Markscause confusion therewith. Following Prior to any such notice of termination, the Company and the Service Provider Administrator shall cooperate to take all action reasonably necessary to effect such discontinuance including, but not limited to, notifying policyholdersPolicyholders, producersProducers, suppliers, service providers, regulatory agencies, and other relevant Persons of the discontinuance. Upon termination, except as provided in this Section 3.05(d), all of Service ProviderAdministrator's rights to the Licensed Names and Marks shall revert to and continue to reside with and be owned exclusively by the Company. (ej) The Company represents and warrants that it owns Administrator is granted no rights to use the Licensed Names and Marks Marks, other than those rights specifically described and has the right to grant the rights and license granted herein. The rights and license granted herein will not conflict with the rights of any third party and the use of the Licensed Names and Marks expressly licensed in connection with the Services as licensed hereunder will not infringe or violate the rights of any third partythis Agreement. (fk) None of the rights licensed to the Service Provider Administrator under this Section 3.05 2.08 may be assigned, sublicensed or otherwise transferred by the Service Provider (other than in connection with the delegation of Services to an Authorized Administrator in accordance with this Agreement)Administrator, nor shall such rights inure to the benefit of any trustee in bankruptcy, receiver or successor of the Service ProviderAdministrator, whether by operation of law or otherwise without the prior written consent of the Company, and any assignment, sublicense or other transfer without such consent shall be null and void. The merger of the Service Provider or an Authorized Administrator with or into another entity shall not constitute an assignment hereunder. (g1) Without limiting the right of the Company hereto to pursue all other legal and equitable rights available to it for violation of this Section 3.05 2.08 by the Service Provider Administrator or any of its Affiliates, the Service Provider Administrator acknowledges and agrees that other remedies cannot fully compensate the Company for such a violation by the Service Provider Administrator or such Affiliates and that the Company shall be entitled to injunctive relief or other equitable remedies to prevent the violation or continuing violation thereof.