Common use of Approval of Certain Associations with Certain Third Persons Clause in Contracts

Approval of Certain Associations with Certain Third Persons. In ----------------------------------------------------------- part to enable Dow Xxxxx to effectively exercise quality control over the products and services associated with the Dow Xxxxx Marks, Futurestep will not, without the prior written consent from Dow Jones's Relationship Manager, enter into any contract, association, partnership, affiliation, or business relationship (each, an "Association") with any of the following third persons (other than Clients), in connection with or related to the Futurestep Business, pursuant to which any Dow Xxxxx Xxxx is used or will be used: (1) third persons who directly compete with Dow Xxxxx; (2) third persons who are in businesses from whom Dow Xxxxx will not accept advertising, according to Dow Jones's then- current advertising policies; (3) third persons with whom Dow Xxxxx was not legally or contractually able to permit one of the Dow Xxxxx Marks to be associated with; (4) third persons with whom Dow Xxxxx was then, or recently had been, involved in litigation or other legal dispute resolution proceeding; or (5) third persons who have a severe and well-known negative public reputation. Dow Xxxxx shall not unreasonably withhold its written consent to any such proposed Association. If Dow Jones's Relationship Manager has not notified Futurestep and KF in writing of Dow Jones's disapproval within five (5) days after Futurestep's Relationship Manager provides reasonably detailed information regarding the overall nature of the proposed Association and identity of individuals or entities involved in such proposed Association, such proposed Association shall be deemed approved. If Dow Jones's Relationship Manager disapproves of the proposed Association, he or she shall provide to Futurestep's and KF's Relationship Managers reasons, in writing, for the disapproval, and Dow Xxxxx will use good faith efforts to resolve any disagreement with Futurestep regarding such disapproval. Dow Xxxxx will not arbitrarily or capriciously exercise the rights granted pursuant to this Section of the Agreement.