Common use of APPROVALS AND QUALITY CONTROLS Clause in Contracts

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products throughout the Term of this Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed Products, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. (b) No Licensed Products and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (i) rough concepts; (ii) layout, storyboard, script; and (iii) finished materials. (c) Approval or disapproval shall lie in Licensor's sole discretion. Any Licensed Products not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately withdrawn from the market. (f) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) below) with respect to the Licensed Products. (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) Subsequent to final approval, no fewer than fifty (50) production samples of Licensed Products will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. (i) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 2 contracts

Samples: Retail License Agreement (Play by Play Toys & Novelties Inc), Retail License Agreement (Play by Play Toys & Novelties Inc)

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APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, standards and specifications and rights of approval of Licensor in respect to any and all usage uses of the Licensed Property products and the Licensed Materials on or in relation to the Licensed Products products --------------- * Confidential portion omitted and filed separately with the Securities Exchange Commission. throughout the Term of this Agreement and any renewals or extensions thereof (if applicable)extension thereof. Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each ***** of the Licensed Productsproducts, together with their all artwork, packaging, hangtagsinstructional and similar materials associated therewith. Licensor shall have full prior approval rights over all elements of the Licensed products and packaging and any Promotional Material therefor, including, without limitation, all artwork, images, dialogue, sound, music and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork text contained therein or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samplesthereon. (b) No Neither the Licensed Products and no nor any material whatever whatsoever utilizing the Licensed Property Materials shall be manufactured, sold, distributed or promoted by Licensee without prior written approvalapproval as contemplated under the terms of this Agreement. Licensee may, subject to Licensor's prior written approval, approval use textual and/or pictorial matter pertaining to the Licensed Property Materials on such promotional, display and advertising material (collectively, the "Promotional Material") as may, in its Licensee's reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (i) rough concepts; (ii) layout, storyboard, script; and (iii) finished materialsproducts. (c) Approval or disapproval shall lie in Licensor's sole discretiondiscretion and shall be exercised as follows: (i) any approval by Licensor hereunder shall be effective only if given in writing by an authorized officer of Licensor; (ii) approval or disapproval of the Licensed Products pursuant to subparagraph 11(a) above shall be provided in writing by Licensor within **** of Licensor's receipt of the samples of the Licensed Products; (iii) approval or disapproval of any Promotional Material pursuant to subparagraph 11(b) above shall be provided in writing by Licensor within **** of Licensor's receipt of said Promotional Material. Licensor shall be deemed to have approved artwork for packaging and Promotional Material actually provided by an authorized officer of Licensor to the extent such artwork is used only for the purposes for which such artwork was expressly provided. If pursuant to this subparagraph Licensor disapproves of the Licensed Products and/or any Promotional Material, Licensee shall make such changes in the aforesaid as is necessary to secure Licensor's approval, as the case may be, and shall, at Licensor's request, resubmit the Licensed Products and/or the Promotional Material for Licensor's approval in accordance with the preceding procedure. Any Licensed Products or Promotional Material not so approved in writing shall be deemed disapproved and unlicensed and shall not be manufactured manufactured, sold, distributed, or soldotherwise exploited. If any unapproved the Licensed Products are is being soldmanufactured, sold or shipped and has not been approved by Licensor, and/or any promotional Material that has not been approved is distributed by Licensee, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products and/or Promotional Material to be immediately withdrawn from the market and all copies thereof to be destroyed, such destruction to be attested to in a certificate signed by an officer authorized agent of Licensee. (d) Any modification of a the Licensed Product Products must be submitted in advance for Licensor's prior written approval in accordance with subparagraphs 11(b) and 11(c) above, as applicable, as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed ProductProducts. (e) The Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, judgment the quality of a the Licensed Product Products originally approved has deteriorated in later production runs, or if a the Licensed Product Products has otherwise been altered, Licensor may, in addition to other remedies --------------- * Confidential portion omitted and filed separately with the Securities Exchange Commission. available to it, require that such the Licensed Product Products be Immediately immediately withdrawn from the market,. In the event of such deterioration, Licensor shall supply Licensee, promptly following Licensee's written request, with a new master of the Licensed Products by which to permit Licensee to manufacture copies pursuant to the terms of this Agreement. (f) Licensee shall permit Licensor Licensor, upon reasonable notice, to inspect Licensee's or its designee's manufacturing operations, operations and testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) 12 below) with respect to the Licensed Products. (g) If any changes or modifications are required to be made to any material submitted to Licensor for its prior written approval in accordance with this Paragraph 11 in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) . Subsequent to final approval, no fewer than fifty (50) production samples ***** of the Licensed Products will be sent to Licensor, to ensure quality control control, simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. (ih) To avoid confusion of the public, Licensee agrees not to associate other characters or licensed properties with the Licensed Property Materials on the Licensed Products or in any packaging, promotional or display materials the Promotional Material unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property Materials (or any component thereof) on any business sign, business cards, stationery or forms, nor to use the Licensed Materials as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: License Agreement (Majesco Holdings Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products products throughout the Term of this Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed Products, together with their packaging, hangtags, and wrapping materialmaterial , as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. (b) No Licensed Products and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material materials as may, in its reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (i) rough concepts; (ii) layout, storyboard, script; and (iii) finished materials. (c) Approval or disapproval shall lie in Licensor's sole discretion. Any Licensed Products not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately immediately withdrawn from the market. (f) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) below) with respect to the Licensed ProductsProduct. (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) Subsequent to final approval, no fewer than fifty twenty-four (5024) production samples of Licensed Products will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen six (156) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. (i) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery stationary or forms, nor as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio LibraryAnimation, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d1.(f). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: License Agreement (Play by Play Toys & Novelties Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor Licensor, in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products Products, including, but not limited to, all wrapping, labeling materials, catalogs, trade advertisements, flyers, sales sheets, labels, package inserts, hangtags and displays (the "Promotional and Packaging Material"), throughout the Term of this Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed Products, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samplesTerm. (b) No Licensed The quality of the Products and the Promotional and Packaging Material shall be at least as high as the best quality of similar products and promotional, advertising and packaging material shipped, distributed, sold or used by Licensee in the Territory as of the date of this Agreement and shall be in full conformance with all applicable laws and regulations. The Licensee also hereby covenants to the Licensor that the Products will be of good quality in design, material, and workmanship that no material whatever utilizing injurious, deleterious, or toxic substances will be used in or on the Licensed Property Products; and that the Products will not cause harm when used as instructed and with ordinary care for. (c) No Products nor any Promotional and Packaging Material shall be manufactured, sold, distributed or promoted by Licensee until all material elements of same (including placement of legal notices) have been approved in writing by Licensor on the Quality Review Form annexed hereto as Exhibit D to be submitted pursuant to subsection (d). Licensor shall have a period of ten (10) business days from receipt of each such material element in which to approve or disapprove such element. In the event Licensor fails to notify Licensee of approval or disapproval within such ten (10) day period, Licensee shall then send Licensor a second notice. Licensor shall approve or disapprove the second notice within five (5) business days after receipt thereof. If Licensor fails to timely respond, then such material element submitted shall be deemed approved. Licensee shall not proceed beyond any stage where approval is required without prior written first securing such approval. Licensee may, subject shall use the Quality Review Form in connection with all submissions. Licensee's failure to Licensor's prior written approval, use textual and/or pictorial matter pertaining adhere to the Licensed Property on aforesaid approval requirements shall constitute a material breach of this Agreement. No such promotionalapproval by Licensor shall act to waive, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating diminish or negate Licensee's indemnification to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (i) rough concepts; (ii) layout, storyboard, script; and (iii) finished materialshereunder. (cd) Approval Except as otherwise specified herein, any approval or disapproval of Licensor required hereunder shall lie be in Licensor's sole discretion. Any Licensed Products not so approved In the event of disapproval, all reasons therefor shall be given in writing shall be deemed unlicensed and shall not be manufactured or soldon the Quality Review Form together with suggested changes for obtaining approval. If any unapproved Licensed Products are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately withdrawn from the market. (f) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) below) with respect to the Licensed Products. (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) Subsequent to final approval, no fewer than fifty (50) production samples of Licensed Products will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. (i) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.with

Appears in 1 contract

Samples: Licensing Agreement (Bam Entertainment Inc)

APPROVALS AND QUALITY CONTROLS. (aA) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products throughout the Term of this the Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed Products, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (iI) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. (bB) No Licensed Products and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (iI) rough concepts; (ii) layout, storyboard, script; and (iii) finished materials. (cC) Approval or disapproval shall lie in Licensor's sole discretion. Any Licensed Products not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products are being sold, Licensor may, together with other ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. ----------------------------------- remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (dD) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (eE) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately immediately withdrawn from the market. (fF) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b10 (b) below) with respect to the Licensed Products. (gG) If any changes or modifications are required to be made to any material submitted to Licensor for its is written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (hH) Subsequent to final approval, no fewer than fifty twelve (5012) production samples of Licensed Products will be sent to Licensor, Licensor to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen six (156) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. (iI) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any ----------------------------------- CONFIDENTIAL TREATMENT REQUESTED BY PLAY BY PLAY TOYS & NOVELTIES, INC. ----------------------------------- component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (jJ) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (kK) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio LibraryAnimation, subject to Warner Bros. Animation and/or Animation's customary rates. It is understood and agreed that, in the Warner/Blanc Audio Library event Licensee utilizes the services of WB Toys, Licensee shall reimburse WB Toys for all costs and expenses at WB Toy's customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library WB Toys for such animation or character voices and/or services shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d1 (b). (lL) Licensor's approval of Licensed Products (including, including without limitation, the Licensed Products themselves as well as promotional, display display, and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials materials, not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: Retail License (Play by Play Toys & Novelties Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products and/or Licensed Premiums throughout the Term of this Agreement and any renewals or extensions thereof (if applicable)) . Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed ProductsProducts and/or Licensed Premiums, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. (b) No Licensed Products and/or Licensed Premiums and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. In addition to the foregoing, Licensee understands that it shall furnish to Licensor, scripts and storyboards of any proposed media use of the Licensed Property as may be authorized hereunder, in sufficient time for Licensee to make all revisions which Licensor in its sole discretion may request. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed ProductsProducts and/or Licensed Premiums. All advertising and promotional material materials relating to the Licensed Promotion and Licensed Products and/or Licensed Premiums must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used. For print materials, submissions are to be made at the following stages: (ia) rough sketches or layout concepts; (iib) layout, storyboard, scriptfinished artwork or final proofs; and (iiic) finished materials. . For television commercials, if approved by Licensor, submissions are to be made at the following stages: (a) initial concept; (b) storyboard, including written text; (c) Approval or disapproval shall lie in Licensor's sole discretion. Any Licensed Products not so approved in writing shall be deemed unlicensed pencil tests and shall not be manufactured or sold. If any unapproved Licensed Products are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination voice- overs for animation and/or selection of this Agreement, require such Licensed Products to be immediately withdrawn from the market performers for live action; and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification a cassette of a Licensed Product must be submitted in advance for Licensor's written approval as the finished commercial prior to air date. For radio or other audio materials, if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately withdrawn from the market. (f) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) below) with respect to the Licensed Products. (g) If any changes or modifications submissions are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) Subsequent to final approval, no fewer than fifty (50) production samples of Licensed Products will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. following stages: (ia) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property initial concept; (or any component thereofb) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. script; (jc) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.voice-overs; and

Appears in 1 contract

Samples: Promotional License Agreement (China Premium Food Corp)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, standards and specifications and rights of approval of Licensor in respect to any and all usage uses of the ---------------------------------- (*) Confidential portion omitted and filed separately with the Securities Exchange Commission. Licensed Property products and the Licensed Materials on or in relation to the Licensed Products products throughout the Term of this Agreement and any renewals or extensions thereof (if applicable)extension thereof. Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each (****) of the Licensed Productsproducts, together with their all artwork, packaging, hangtagsinstructional and similar materials associated therewith. Licensor shall have full prior approval rights over all elements of the Licensed products and packaging and any Promotional Material therefor, including, without limitation, all artwork, images, dialogue, sound, music and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork text contained therein or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samplesthereon. (b) No Neither the Licensed Products and no nor any material whatever whatsoever utilizing the Licensed Property Materials shall be manufactured, sold, distributed or promoted by Licensee without prior written approvalapproval as contemplated under the terms of this Agreement. Licensee may, subject to Licensor's prior written approval, approval use textual and/or pictorial matter pertaining to the Licensed Property Materials on such promotional, display and advertising material (collectively, the "Promotional Material") as may, in its Licensee's reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (i) rough concepts; (ii) layout, storyboard, script; and (iii) finished materialsproducts. (c) Approval or disapproval shall lie in Licensor's sole discretiondiscretion and shall be exercised as follows: (i) any approval by Licensor hereunder shall be effective only if given in writing by an authorized officer of Licensor; (ii) approval or disapproval of the Licensed Products pursuant to subparagraph 11(a) above shall be provided in writing by Licensor within (****) of Licensor's receipt of the samples of the Licensed Products; (iii) approval or disapproval of any Promotional Material pursuant to subparagraph 11(b) above shall be provided in writing by Licensor within (****) of Licensor's receipt of said Promotional Material. Licensor shall be deemed to have approved artwork for packaging and Promotional Material actually provided by an authorized officer of Licensor to the extent such artwork is used only for the purposes for which such artwork was expressly provided. If pursuant to this subparagraph Licensor disapproves of the Licensed Products and/or any Promotional Material, Licensee shall make such changes in the aforesaid as is necessary to secure Licensor's approval, as the case may be, and shall, at Licensor's request, resubmit the Licensed Products and/or the Promotional Material for Licensor's approval in accordance with the preceding procedure. Any Licensed Products or Promotional Material not so approved in writing shall be deemed disapproved and unlicensed and shall not be manufactured manufactured, sold, distributed, or soldotherwise exploited. If any unapproved the Licensed Products are is being soldmanufactured, sold or shipped and has not been approved by Licensor, and/or any promotional Material that has not been approved is distributed by Licensee, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products and/or Promotional Material to be immediately withdrawn from the market and all copies thereof to be destroyed, such destruction to be attested to in a certificate signed by an officer authorized agent of Licensee. (d) Any modification of a the Licensed Product Products must be submitted in advance for Licensor's prior written approval in accordance with subparagraphs 11(b) and 11(c) above, as applicable, as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed ProductProducts. (e) The Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, judgment the quality of a the Licensed Product Products originally approved has deteriorated in later production runs, or if a the ---------------------------------- (*) Confidential portion omitted and filed separately with the Securities Exchange Commission. Licensed Product Products has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such the Licensed Product Products be Immediately immediately withdrawn from the market,. In the event of such deterioration, Licensor shall supply Licensee, promptly following Licensee's written request, with a new master of the Licensed Products by which to permit Licensee to manufacture copies pursuant to the terms of this Agreement. (f) Licensee shall permit Licensor Licensor, upon reasonable notice, to inspect Licensee's or its designee's manufacturing operations, operations and testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) 12 below) with respect to the Licensed Products. (g) If any changes or modifications are required to be made to any material submitted to Licensor for its prior written approval in accordance with this Paragraph 11 in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) . Subsequent to final approval, no fewer than fifty (50****) production samples of the Licensed Products will be sent to Licensor, to ensure quality control control, simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. (ih) To avoid confusion of the public, Licensee agrees not to associate other characters or licensed properties with the Licensed Property Materials on the Licensed Products or in any packaging, promotional or display materials the Promotional Material unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property Materials (or any component thereof) on any business sign, business cards, stationery or forms, nor to use the Licensed Materials as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: License Agreement (Majesco Holdings Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products and/or Licensed Premiums throughout the Term of this Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed ProductsProducts and/or Licensed Premiums, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. (b) No Licensed Products and/or Licensed Premiums and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. In addition to the foregoing, Licensee understands that it shall furnish to Licensor, scripts and storyboards of any proposed media use of the Licensed Property as may be authorized hereunder, in sufficient time for Licensee to make all revisions which Licensor in its sole discretion may request. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed ProductsProducts and/or Licensed Premiums. All advertising and promotional material materials relating to the Licensed Promotion and Licensed Products and/or Licensed Premiums must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used. For print materials, submissions are to be made at the following stages: (ia) rough sketches or layout concepts; (iib) layout, storyboard, scriptfinished artwork or final proofs; and (iiic) finished materials. For television commercials, if approved by Licensor, submissions are to be made at the following stages: (a) initial concept; (b) storyboard, including written text; (c) pencil tests and voice-overs for animation and/or selection of performers for live action; and (d) a cassette of the finished commercial prior to air date. For radio or other audio materials, if approved by Licensor, submissions are to be made at the following stages: (a) initial concept; (b) script; (c) voice-overs; and (d) a cassette of the finished commercial prior to the air date. (c) Approval or disapproval shall lie in Licensor's sole discretion. Licensor shall use its best efforts to approve, disapprove or otherwise comment upon any items submitted to it for approval as may be required hereunder within ten (10) business days after receipt by it of such item(s). In the event that Licensor fails to approve, disapprove or otherwise comment upon the item(s) so submitted within said ten (10) business days, then Licensee shall have the right to notify Licensor of such failure by facsimile (evidenced by written confirmation of facsimile transmittal) and Licensor shall thereafter be required to approve, disapprove or otherwise comment upon the item(s) so submitted within seven (7) business days after receipt by it of said facsimile and failure to do so shall be deemed approval of any item(s) so submitted. Any Licensed Products and/or Licensed Premiums not so approved in writing shall be deemed unlicensed and shall not be manufactured manufactured, distributed or sold. If any unapproved [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Licensed Products and/or Licensed Premiums are being distributed or sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products and/or Licensed Premiums to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any material modification of a Licensed Product and/or Licensed Premium must be submitted in advance for Licensor's written approval as if it were a new Licensed Product and/or Licensed Premium. Any change involving the Artwork appearing on a Licensed Product shall constitute a material modification of such Licensed Product. Approval of a Licensed Product and/or Licensed Premium which uses particular artwork does not imply approval of such artwork for use with a different Licensed ProductProduct and/or Licensed Premium. (e) Licensed Products and/or Licensed Premiums must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product and/or Licensed Premium originally approved has deteriorated in later production runs, or if a Licensed Product and/or Licensed Premium has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product and/or Licensed Premium be Immediately immediately withdrawn from the market. (f) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and manufacturing payroll records (including those operations and relevant records of any supplier or manufacturer approved pursuant to Paragraph 10.(b10 (b) below) with respect to the Licensed ProductsProducts and/or Licensed Premiums. (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) Subsequent to final approval, no fewer than fifty twenty-four (5024) production samples of Licensed Products and/or Licensed Premiums will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products and/or Licensed Premiums in any quantity at the maximum discount price Licensee charges its best customer, assuming similar quantities and shipment terms. (i) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products and/or Licensed Premiums or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: Promotional License Agreement (Poore Brothers Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, standards and specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products Product(s) throughout the Term of this Agreement and any renewals or extensions thereof (if applicable)thereof. Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed Products, Product(s) together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: indicated (ia) rough sketches/layout concepts; (iib) finished artwork or final proofs; (iiic) pre-production preproduction samples or strike-offs; and (ivd) finished products, including packaged samples. (b) No Licensed Products Product(s) and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed ProductsProduct(s). All advertising and promotional material relating to the Licensed Products Product(s) must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (ia) rough concepts; concepts (iib) layout, storyboard, script; and (iiic) finished materials. (c) Approval or disapproval disappoval shall lie in Licensor's sole discretion. Any Licensed Products Product(s) not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products Product(s) are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products Product(s) to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products Product(s) must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately immediately withdrawn from the market. (f) Licensee shall permit Licensor Licensor, upon reasonable notice, to inspect Licensee's manufacturing operations, operations and testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) 10 below) with respect to the Licensed ProductsProduct(s). (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) . Subsequent to final approval, no fewer than fifty three (503) production samples of Licensed Products Product(s) will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products Product(s) in any quantity at the maximum discount price Licensee charges its best customercustomer at the maximum discount price. (ih) To avoid confusion of the public, Licensee agrees not to associate other characters or licensed properties with the Licensed Property on the Licensed Products Product(s) or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor to use the Licensed Property as part of the name of Licensee's business or any division thereof. (ji) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (kj) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio LibraryAnimation, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d)4. (lk) Licensor's approval of Licensed Products Product(s) (including, including without limitation, the Licensed Products Product(s) themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: Retail License Agreement (Decor Group Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products and/or Licensed Premiums throughout the Term of this Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed ProductsProducts and/or Licensed Premiums, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. (b) No Licensed Products and/or Licensed Premiums and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. In [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. addition to the foregoing, Licensee understands that it shall furnish to Licensor, scripts and storyboards of any proposed media use of the Licensed Property as may be authorized hereunder, in sufficient time for Licensee to make all revisions which Licensor in its sole discretion may request. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed ProductsProducts and/or Licensed Premiums. All advertising and promotional material materials relating to the Licensed Promotion and Licensed Products and/or Licensed Premiums must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used. For print materials, submissions are to be made at the following stages: (ia) rough sketches or layout concepts; (iib) layout, storyboard, scriptfinished artwork or final proofs; and (iiic) finished materials. For television commercials, if approved by Licensor, submissions are to be made at the following stages: (a) initial concept; (b) storyboard, including written text; (c) pencil tests and voice-overs for animation and/or selection of performers for live action; and (d) a cassette of the finished commercial prior to air date. For radio or other audio materials, if approved by Licensor, submissions are to be made at the following stages: (a) initial concept; (b) script; (c) voice-overs; and (d) a cassette of the finished commercial prior to the air date. (c) Approval or disapproval shall lie in Licensor's sole discretion. Licensor shall use its best efforts to approve, disapprove or otherwise comment upon any items submitted to it for approval as may be required hereunder within ten (10) business days after receipt by it of such item(s). In the event that Licensor fails to approve, disapprove or otherwise comment upon the item(s) so submitted within said ten (10) business days, then Licensee shall have the right to notify Licensor of such failure by facsimile (evidenced by written confirmation of facsimile transmittal) and Licensor shall thereafter be required to approve, disapprove or otherwise comment upon the item(s) so submitted within seven (7) business days after receipt by it of said facsimile and failure to do so shall be deemed approval of any item(s) so submitted. Any Licensed Products and/or Licensed Premiums not so approved in writing shall be deemed unlicensed and shall not be manufactured manufactured, distributed or sold. If any unapproved Licensed Products and/or Licensed Premiums are being distributed or sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products and/or Licensed Premiums to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any material modification of a Licensed Product and/or Licensed Premium must be submitted in advance for Licensor's written approval as if it were a new Licensed Product and/or Licensed Premium. Any change involving the Artwork appearing on a Licensed Product shall constitute a material modification of such Licensed Product. Approval of a Licensed Product and/or Licensed Premium which uses particular artwork does not imply approval of such artwork for use with a different Licensed ProductProduct and/or Licensed Premium. (e) Licensed Products and/or Licensed Premiums must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product and/or Licensed Premium originally approved has deteriorated in later production runs, or if a Licensed Product and/or Licensed Premium has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product and/or Licensed Premium be Immediately immediately withdrawn from the market. (f) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and manufacturing payroll records (including those operations and relevant records of any supplier or manufacturer approved pursuant to Paragraph 10.(b10(b) below) with respect to the Licensed ProductsProducts and/or Licensed Premiums. (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (h) Subsequent to final approval, no fewer than fifty twenty-four (5024) production samples of Licensed Products and/or Licensed Premiums will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products and/or Licensed Premiums in any quantity at the maximum discount price Licensee charges its best customer, assuming similar quantities and shipment terms. (i) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products and/or Licensed Premiums or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: Promotional License Agreement (Poore Brothers Inc)

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APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, standards and specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products Product(s) throughout the Term of this Agreement and any renewals or extensions thereof (if applicable)thereof. Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed ProductsProduct(s), together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: indicated (ia) rough sketches/layout concepts; (iib) finished artwork or final proofs; (iiic) pre-production samples or strike-offs; and (ivd) finished products, including packaged samples. (b) No Licensed Products Product(s) and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed ProductsProduct(s). All advertising and promotional Promotional material relating to the Licensed Products Product(s) must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (ia) rough concepts; concepts (iib) layout, storyboard, script; and (iiic) finished materials. (c) Approval or disapproval shall lie in Licensor's sole discretion. Any Licensed Products Product(s) not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products Product(s) are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products Product(s) to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products Product(s) must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately immediately withdrawn from the market. (f) Licensee shall permit Licensor Licensor, upon reasonable notice, to inspect Licensee's manufacturing operations, operations and testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) 10 below) with respect to the Licensed ProductsProduct(s). (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) . Subsequent to final approval, no fewer than fifty three (503) production samples of Licensed Products Product(s) will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products Product(s) in any quantity at the maximum discount price Licensee charges its best customercustomer at the maximum discount price. (ih) To avoid confusion of the public, Licensee agrees not to associate other characters or licensed properties with the Licensed Property on the Licensed Products Product(s) or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, cards stationery or forms, nor to use the Licensed Property as part of the name of Licensee's business or any division thereof. (ji) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (kj) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio LibraryAnimation, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d)4. (lk) Licensor's approval of Licensed Products Product(s) (including, including without limitation, the Licensed Products Licened Product(s) themselves as well as promotionalPromotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: Retail License Agreement (Decor Group Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, standards and specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property Name and Character on or in relation to the Licensed Products licensed Product(s) throughout the Term of this Agreement and any renewals or extensions thereof (if applicable)thereof. Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed ProductsProduct(s), together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: indicated (ia) rough sketches/layout concepts; (iib) finished artwork or final proofs; (iiiC) pre-production preproduction samples or strike-offs; and (ivd) finished products, including packaged samples. (b) No Licensed Products Product(s) and no material whatever utilizing the Licensed Property Name and Character shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property name and Character on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed ProductsProduct(s). All advertising and promotional material relating to the Licensed Products Product(s) must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: . (ia) rough concepts; concepts (iib) layout, storyboard, script; and (iiiC) finished materials. (c) Approval or disapproval shall lie in Licensor's sole discretion. Any Licensed Products Product(s) not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products Product(s) are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products Product(s) to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products licensed Product(s) must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgementjudgment, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately immediately withdrawn from the market. (f) Licensee licensee shall permit Licensor Licensor, upon reasonable notice, to inspect impact Licensee's manufacturing operations, operations and testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) 10 below) with respect to the Licensed ProductsProduct(s). (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee licensee agrees promptly to make such changes or modifications. (h) of modifications . Subsequent to final approvalapproval , no fewer than fifty twenty-four (5024) production samples of Licensed Products Product(s) will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products licensed Product(s) in any quantity at the maximum discount price Licensee charges its best customercustomer at the maximum discount price. (ih) To avoid confusion of the public, Licensee licensee agrees not to associate other characters or licensed properties with the Licensed Property Name and Character on the Licensed Products Product(s) or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property Name and Character (or any component thereof) on any business sign, business cards, stationery or forms, nor to use the Name and Character as part of the name of Licensee's business or any division thereof. (ji) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (kj) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio LibraryAnimation, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration consideration set forth in Paragraph 1.(d)paragraph 3. (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: License Agreement (Play by Play Toys & Novelties Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor in respect to any and -15- #90248 07978 00004 CORP 187184 all usage of the Licensed Property on or in relation to the Licensed Products throughout the Term of this Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed Products, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. (b) No Licensed Products and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (i) rough concepts; (ii) layout, storyboard, script; and (iii) finished materials. (c) Approval or disapproval shall lie in Licensor's sole discretion. Any Licensed Products not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately immediately withdrawn from the market. (f) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) below) with respect to the Licensed Products.. -16- #90248 07978 00004 CORP 187184 (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) Subsequent to final approval, no fewer than fifty (50) production samples of Licensed Products will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. (i) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: Retail License Agreement (Play by Play Toys & Novelties Inc)

APPROVALS AND QUALITY CONTROLS. (a) Licensee agrees to strictly comply and maintain compliance with the quality standards, specifications and rights of approval of Licensor in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products throughout the Term of this Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to quality and style, samples of each of the Licensed Products, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. (b) No Licensed Products and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (i) rough concepts; (ii) layout, storyboard, script; and (iii) finished materials. (c) Approval or disapproval shall lie in Licensor's sole discretion. Any Licensed Products not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (d) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (e) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately immediately withdrawn from the market. (f) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b) below) with respect to the Licensed Products. (g) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (h) Subsequent to final approval, no fewer than fifty (50) production samples of Licensed Products will be sent to Licensor, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen (15) catalogs which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer. (i) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (j) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (k) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio Library, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d). (l) Licensor's approval of Licensed Products (including, without limitation, the Licensed Products themselves as well as promotional, display and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: Retail License Agreement (Play by Play Toys & Novelties Inc)

APPROVALS AND QUALITY CONTROLS. (aA) Licensee agrees to strictly comply and maintain compliance with the reasonable quality standards, standards and specifications and rights of approval of Licensor as they are required of other licenses in respect to any and all usage of the Licensed Property on or in relation to the Licensed Products throughout the Term of this Agreement and any renewals or extensions thereof (if applicable). Licensee agrees to furnish to Licensor free of cost for its written approval as to aesthetic quality and style, samples of each of the Licensed Products, together with their packaging, hangtags, and wrapping material, as follows in the successive stages indicated: (i) rough sketches/layout concepts; (ii) finished artwork or final proofs; (iii) pre-production samples or strike-offs; and (iv) finished products, including packaged samples. Finished Products will be deemed approved if they conform in all material respects to the approved pre-production sample or strike-off. Licensor will not withhold approval of a product based on its construction or materials unless 17 the construction or materials impairs the aesthetic appearance of the product or is otherwise not in conformity with the general quality of Licensee's products. (bB) No Licensed Products and no material whatever utilizing the Licensed Property shall be manufactured, sold, distributed or promoted by Licensee without prior written approval. Licensee may, subject to Licensor's prior written approval, use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in its reasonable judgment, promote the sale of the Licensed Products. All advertising and promotional material relating to the Licensed Products must be submitted to the Licensor for its written approval at the following stages appropriate to the medium used: (i) rough concepts; (ii) layout, storyboard, script; and (iii) finished materials. (cC) Approval or disapproval shall lie in Licensor's sole discretion. Licensee shall submit all materials for approval to Karex Xxxxx xx such other person Licensor shall use its best efforts to approve, disapprove or otherwise comment upon any items submitted to it for approval as may be required hereunder within ten (10) business days after receipt by it of such item(s). In the event that Licensor fails to approve, disapprove or otherwise comment upon the item(s) so submitted within said ten (10) business days, then Licensee shall have the right to notify Licensor of such failure by facsimile (evidenced by written confirmation of facsimile transmittal) and Licensor shall thereafter be required to approve, disapprove or otherwise comment upon the item(s) so submitted within three (3) business days after receipt by it of said facsimile and failure to do so shall be deemed approval of any item(s) so submitted. Any Licensed Products not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved Licensed Products are being sold, Licensor may, together with other remedies available to it including, but not limited to, immediate termination of this Agreement, require such Licensed Products to be immediately withdrawn from the market and to be destroyed, such destruction to be attested to in a certificate signed by an officer of Licensee. (dD) Any modification of a Licensed Product which relates to the Artwork applied to the Licensed Product or results in a material deviation in the standards of quality of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (eE) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be Immediately immediately withdrawn from the market. (fF) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10.(b10(b) below) with respect to the Licensed Products. (gG) If any changes or modifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, Licensee agrees promptly to make such changes or modifications. (hH) Subsequent to final approval, no fewer than fifty twelve (5012) production samples of Licensed Products will be sent to Licensor, Licensor to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with fifteen six (156) catalogs or available style listings which display all of Licensee's products, not just the Licensed Products. Further, Licensor shall have the right to purchase any and all Licensed Products in any commercially reasonable quantity at the maximum discount price Licensee charges its best customer. (iI) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. The following licensed properties are hereby deemed approved for use on the Licensed Products for purposes of this paragraph: the Cotton seal; 3-M-Scotchguard; Curity and Gerber. (jJ) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. Notwithstanding the foregoing, Licensee shall not be responsible for any customers failure to obtain any required approval. (kK) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation and/or the Warner/Blanc Audio Library pursuant to a separate agreement between Licensee and Warner Bros. Animation and/or the Warner/Blanc Audio LibraryAnimation, subject to Warner Bros. Animation and/or the Warner/Blanc Audio Library Animation's customary rates. Any payment made to Warner Bros. Animation and/or the Warner/Blanc Audio Library for such animation or character voices and/or services shall be in addition to and shall not offset the Guaranteed Consideration set forth in Paragraph 1.(d1(c). (lL) Licensor's approval of Licensed Products (including, including without limitation, the Licensed Products themselves as well as promotional, display display, and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials materials, not owned by Licensor. (m) All Licensed Products must be submitted for approval as set forth above to Licensor's Brand Assurance Department for the Territory. Licensor's approval of products licensed under any other agreement between Licensor and/or its affiliated companies and Licensee and/or its affiliated companies shall not constitute an approval of any Licensed Products for distribution in the Territory hereunder.

Appears in 1 contract

Samples: License Agreement (Gerber Childrenswear Inc)

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