Common use of Branding; Use of Names; Confidential Information; Approval of Certain Materials Clause in Contracts

Branding; Use of Names; Confidential Information; Approval of Certain Materials. (a) Unless otherwise provided in an International Selling Agreement and, in all cases in accordance with the terms and subject to the conditions of the Licensing Agreement, during the Term, Purchaser shall cause all Purchaser Insurers providing, and Parent shall cause all International Parent Distributors distributing, Products (including Private Label Products in respect of which any Purchaser Insurer is the provider on the date of this Agreement) to cause such Products distributed through an International Parent Distributor to be offered and branded utilizing the Marks that relate to each such Product as of the date of this Agreement; provided that Purchaser and the Purchaser Insurers shall have been granted adequate rights to use the Marks under the Licensing Agreement; and provided, further, that the parties hereto agree that any trademark or trade name on such product shall be appropriately altered to reflect any change to the trademark or trade name of the applicable International Parent Distributor and, subject to Section 3.2(c), in the case of a Substitute Product, to reflect any change that is required by Law as a result of the change in the issuer of such Substitute Product. To the extent that a Private Label Product is distributed by a PLP Distributor on behalf of a Purchaser Insurer after the date of this Agreement in accordance with Section 3.4, then Parent shall cause such PLP Distributor and Purchaser shall cause all Purchaser Insurers providing such Private Label Product to cause such Private Label Product to be offered and branded using such trademarks or trade names as may be applicable to such Private Label Product by such PLP Distributor, provided that Purchaser and the applicable Purchaser Insurers shall own or shall have been granted adequate rights to use such trademarks or trade names. (b) During the Term of this Agreement, the Travelers Insurers and, as applicable, the Purchaser Insurers will have access to confidential information and other proprietary information ("Confidential Information") of Parent and its Affiliates. Confidential Information includes, but is not limited to, the names, addresses, telephone numbers and social security numbers of applicants for, purchasers of and other customers of Products and New Products as well as other identity and private information in respect of Parent's or its Affiliates' customers, employees, representatives and agents. Confidential Information shall not include any customer information (i) that was previously known by a Purchaser Insurer from a source other than any International Parent Distributor without obligations of confidence; or (ii) that was or is rightfully received by a Purchaser Insurer from a third party without obligations of confidence to any International Parent Distributor or from publicly available sources without obligations of confidence to any International Parent Distributor; or (iii) that was or is developed by means independent of information obtained from any International Parent Distributor. As a condition to such access, neither Purchaser nor any Purchaser Insurer shall use, copy or disclose such Confidential Information in any manner (including, without limitation, to sell or cross-sell their products). Confidential Information may be used to service Products and New Products, including, as appropriate, to accept additional contributions and premium for and to modify, add, or exchange coverage to any Product or New Product purchased by a policy owner who purchased from an International Parent Distributor. Purchaser and its Affiliates shall take all appropriate action to ensure the protection, confidentiality and security of such Confidential Information. The Purchaser and its Affiliates acknowledge and agree that this Confidential Information is the property of the International Parent Distributors. The parties also understand that the Purchaser Insurers may respond to inquiries from holders of Products or New Products concerning other Purchaser Insurer products and services provided there was no solicitation of such inquiry using Confidential Information. The parties also agree that this Section 4.2(b) shall not apply to individuals with whom Purchaser or the Purchaser Insurers have a pre-existing relationship other than through an International Parent Distributor. (c) (i) Any marketing, training or other materials to be made available by any Purchaser Insurer to any International Parent Distributor's Sales Force or customers in connection with Products and New Products (other than ordinary course communications to policyholders and contract holders) shall be made available only with the prior consent (which shall not be unreasonably withheld or delayed) of the applicable International Parent Distributor; provided that all such materials that are used by the Travelers Insurers in connection with the distribution of Products through the International Parent Distributors on the date of this Agreement shall not require any such consent. In the event that the applicable Purchaser Insurer or the applicable International Parent Distributor determines to discontinue the use of any such materials, the parties shall cooperate with the applicable Purchaser Insurer to ensure that such use is discontinued by such International Parent Distributor's Sales Force.

Branding; Use of Names; Confidential Information; Approval of Certain Materials. (a) Unless otherwise provided in an International a Domestic Selling Agreement and, in all cases in accordance with the terms and subject to the conditions of the Licensing Agreement, during the Term, Purchaser shall cause all Purchaser Insurers providing, and Parent shall cause all International Domestic Parent Distributors distributing, Products (including Private Label Products in respect of which any Purchaser Insurer is the provider on the date of this Agreement) to cause such Products distributed through an International a Domestic Parent Distributor to be offered and branded utilizing the Marks that relate to each such Product as of the date of this Agreement; provided that Purchaser and the Purchaser Insurers shall have been granted adequate rights to use the Marks under the Licensing Agreement; and provided, further, that the parties hereto agree that any trademark or trade name on such product shall be appropriately altered to reflect any change to the trademark or trade name of the applicable International Domestic Parent Distributor and, subject to Section 3.2(c), in the case of a Substitute Product, to reflect any change that is required by Law as a result of the change in the issuer of such Substitute Product. To the extent that a Private Label Product is distributed by a PLP Distributor on behalf of a Purchaser Insurer after the date of this Agreement in accordance with Section 3.4, then Parent shall cause such PLP Distributor and Purchaser shall cause all Purchaser Insurers providing such Private Label Product to cause such Private Label Product to be offered and branded using such trademarks or trade names as may be applicable to such Private Label Product by such PLP Distributor, provided that Purchaser and the applicable Purchaser Insurers shall own or shall have been granted adequate rights to use such trademarks or trade names. (b) During the Term of this Agreement, the Travelers Insurers and, as applicable, the Purchaser Insurers will have access to confidential information and other proprietary information ("Confidential Information") of Parent and its Affiliates. Confidential Information includes, but is not limited to, the names, addresses, telephone numbers and social security numbers of applicants for, purchasers of and other customers of Products and New Products as well as other identity and private information in respect of Parent's or its Affiliates' customers, employees, representatives representatives, and agents. Confidential Information shall not include any customer information (i) that was previously known by a Purchaser Insurer from a source other than any International Domestic Parent Distributor without obligations of confidence; or (ii) that was or is rightfully received by a Purchaser Insurer from a third party without obligations of confidence to any International Domestic Parent Distributor or from publicly available sources without obligations of confidence to any International Domestic Parent Distributor; or (iii) that was or is developed by means independent of information obtained from any International Domestic Parent Distributor. As a condition to such access, neither Purchaser nor any Purchaser Insurer shall use, copy or disclose such Confidential Information in any manner (including, including without limitation, to sell or cross-sell their products). Confidential Information may be used to service Products and New Products, including, as appropriate, to accept additional contributions and premium for and to modify, add, or exchange coverage to any Product or New Product purchased by a policy owner who purchased from an International a Domestic Parent Distributor. Purchaser and its Affiliates shall take all appropriate action to ensure the protection, confidentiality and security of such Confidential Information. The Purchaser and its Affiliates acknowledge and agree that this Confidential Information is the property of the International Domestic Parent Distributors. The parties also understand that the Purchaser Insurers may respond to inquiries from holders of Products or New Products concerning other Purchaser Insurer products and services services, provided there was no solicitation of such inquiry using Confidential Information. The parties also agree that this Section 4.2(b) shall not apply to individuals with whom Purchaser or the Purchaser Insurers have a pre-existing relationship other than through an International a Domestic Parent Distributor. (c) (i) Any marketing, training or other materials to be made available by any Purchaser Insurer to any International Domestic Parent Distributor's Sales Force or customers in connection with Products and New Products (other than ordinary course communications to policyholders and contract holders) shall be made available only with the prior consent (which shall not be unreasonably withheld or delayed) of the applicable International Domestic Parent Distributor; provided that all such materials that are used by the Travelers Insurers in connection with the distribution of Products through the International Domestic Parent Distributors on the date of this Agreement shall not require any such consent. In the event that the applicable Purchaser Insurer or the applicable International Domestic Parent Distributor determines to discontinue the use of any such materials, the parties shall cooperate with the applicable Purchaser Insurer to ensure that such use is discontinued by such International Domestic Parent Distributor's Sales Force.