Common use of Duties of Licensee Clause in Contracts

Duties of Licensee. All duties of Licensee under this License Agreement are to Licensor, and no other party is entitled to rely on, enforce or obtain relief for breach of any such obligation, either directly or by subrogation. Licensee understands and acknowledges that the high quality operation of its business under the Marks is important to Licensee, Licensor and other licensees of the Marks in order to maintain high operating standards and to protect the reputation of, and goodwill associated with, the Marks. Toward that end, Licensee acknowledges and accepts the following duties: A. QUALITY OF SERVICE 1. Licensee agrees to provide high quality Primary Services and Core Products and, to the extent provided, high quality Additional Services and Additional Products, to its customers by, among other things, complying with this License Agreement and the applicable Quality Standards. Upon six (6) months written notice of the modification of or addition to the Quality Standards, Licensee shall cause its Primary Services, Core Products, Additional Services or Additional Products to comply therewith; provided, however, that Licensee shall be entitled to adopt a plan reasonably acceptable to Licensor to discontinue the offering of any Additional Services or Additional Products in lieu of complying with the Quality Standards relating thereto, provided such Additional Products or Additional Services do not constitute Core Products. 2. Licensee shall attain and maintain a minimum customer satisfaction rating of at least 85% (or such increased level as may be required pursuant to the provisions of this Section IV.A.) with regard to each market in the Licensed Territory with regard to Licensee's Primary Services and Core Products. Licensor reserves the right to increase the minimum acceptable customer satisfaction rating to a percentage greater than 85% if Licensor, in its reasonable discretion, determines that such higher percentage is appropriate given the technical state of the industry delivering Primary Services, Core Products, Additional Products and/or Additional Services at such time; provided, however, that the Advisory Council must approve any such increase in the minimum acceptable customer satisfaction rating, and such increase shall not be effective until the beginning of the next calendar year following the Advisory Council's approval. In the event that a customer satisfaction survey conducted by Licensor pursuant to Section III.C. of this License Agreement results in a customer satisfaction rating below 85% (or below any higher percentage established by Licensor as described above), but more than 70%, in any market or markets in the Licensee's Licensed Territory, then Licensee will be assigned probation status under Section XI.E. of this License Agreement and surveys may be commissioned in the market(s) in the Licensed Territory which did not achieve a rating of at least 85% (or any higher percentage established by Licensor), from time to time thereafter as Licensor deems appropriate until Licensee has achieved a minimum customer satisfaction rating of at least 85% (or any higher percentage established by Licensor as described above) for such market(s) and the probation status is removed, or until this License Agreement is terminated, as herein provided, whichever shall first occur. Any market or markets in the Licensed Territory which do not attain a customer satisfaction rating of Cellular One Group License Agreement 18 10/18/99 more than 70%, regardless of the terms of any probation, shall be subject to termination as provided in Section XI.C.2. below. Licensee agrees to pay the reasonable direct costs of conducting such additional customer satisfaction survey(s). 3. During the Term, Licensee shall provide the Primary Services and Core Products throughout the Licensed Territory, and shall maintain, or cause others to maintain on its behalf, a sufficient number of customer service locations and other facilities, including retail storefronts or similar facilities, to permit customers and potential customers convenient access to Primary Services, Core Products, Additional Products and Additional Services, consistent with existing competitive conditions and in accordance with the Quality Standards. B. LEGAL COMPLIANCE 1. Licensee agrees to comply, at its own expense, with all applicable laws, ordinances and regulations of federal, state, county or municipal authorities. Licensee will also obtain and maintain, at its own expense, all permits, approvals, licenses and franchises and shall make all required filings, applications and reports to all government or administrative entities or self-regulatory organizations as shall be necessary, from time to time, to provide those of the Primary Services, the Core Products, the Additional Services or the Additional Products as Licensee may then be providing, and to otherwise engage in business, generally, throughout the Licensed Territory (collectively, the "Permits"). Without limiting the generality of the foregoing, Licensee's obligation under this Section IV.B. shall include the maintaining of Licensee's qualification to do business throughout the Licensed Territory, and the filing of all income and franchise tax returns with respect to Licensee's operations. In the event that any of Licensee's material Permits is scheduled to expire during the Term, including any renewal of such Term, Licensee agrees to comply with all requirements for extension of said Permit prior to such expiration. Licensee shall notify Licensor in writing within five (5) days after receipt of any notice from the FCC or any other governmental authority regarding an actual or threatened termination or revocation of any Permit material to the provision of the Primary Services, Core Products, Additional Products or Additional Services by Licensee within the Licensed Territory, including any license by the FCC to conduct business as a provider of telecommunications services or necessary to construct facilities relating to telecommunications services, and shall within such time provide a copy of any such notice to Licensor. In addition, Licensee shall notify Licensor within five (5) days after becoming aware of the commencement of any action, suit or proceeding, or the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality which could have a material adverse effect on the operation or financial condition of Licensee's business as it relates to the Primary Services, the Core Products, the Additional Services or the Additional Products. 2. To the extent that Licensee's business is dependent upon one or more agreements with a provider of Primary Services, Core Products, Additional Services or Additional Products for which Licensee acts as a reseller, "Permits" shall include such contractual relationship and the license granted hereunder shall be dependent upon the continuation thereof in good standing. Cellular One Group License Agreement 19 10/18/99 3. Licensee represents and warrants that it possesses all Permits necessary to the conduct of its business and to the business of providing the Primary Services, Core Products, Additional Services and Additional Products within the Licensed Territory, including, if applicable, any Permits necessary to permit it to act as a reseller of services provided by others.

Duties of Licensee. All duties A. Licensee shall receive, hold in confidence and take all reasonable efforts to prevent disclosure of the Information and the Documents, except any Information or Documents that are Non-Proprietary, as defined immediately hereafter. For the purposes of this Agreement, "Non- Proprietary" Information and Documents are those which: (1) are, or shall have been in the possession of Licensee prior to the disclosure or submission thereof by Licensor to Master Licensee, and to Licensee. (2) are, or through no fault of Licensee become published or otherwise available to others or to the public under this License Agreement are circumstances such that others or the public may utilize the same without any direct or indirect obligation to Licensor, or (3) are, or at any time may be, acquired by Licensee from any third party rightfully possessed of the same and having no other party is entitled direct or indirect obligation to rely onLicensor with respect to same. B. Licensee shall cause all copies of the Licensed Product (as well as all promotional material) to bear appropriate proprietary notices. C. RxSystems agrees that it will maintain any and all knowledge, enforce or obtain relief for breach of procedures, methods, technology, patent information, software, systems and systems applications as confidential proprietary information, and that it will not divulge any such obligation, either directly or by subrogation. Licensee understands and acknowledges that information to third parties without the high quality operation prior consent of its business under the Marks is important to Licensee, Licensor and other licensees of the Marks in order to maintain high operating standards and to protect the reputation of, and goodwill associated with, the Marks. Toward that end, Licensee acknowledges and accepts the following duties:Licensor. A. QUALITY OF SERVICE 1. D. Licensee agrees to provide high quality Primary Services and Core Products and, to operate the extent provided, high quality Additional Services and Additional Products, to its customers by, among other things, complying with this License Agreement and the applicable Quality Standards. Upon six (6) months written notice of the modification of or addition to the Quality Standards, Licensee shall cause its Primary Services, Core Products, Additional Services or Additional Products to comply therewith; provided, however, that Licensee shall be entitled to adopt a plan reasonably acceptable to Licensor to discontinue the offering of any Additional Services or Additional Products in lieu of complying with the Quality Standards relating thereto, provided such Additional Products or Additional Services do not constitute Core Products. 2. Licensee shall attain and maintain a minimum customer satisfaction rating of at least 85% (or such increased level as may be required pursuant to the provisions of this Section IV.A.) with regard to each market in the Licensed Territory with regard to Licensee's Primary Services and Core Products. Licensor reserves the right to increase the minimum acceptable customer satisfaction rating to a percentage greater than 85% if Licensor, in its reasonable discretion, determines that such higher percentage is appropriate given the technical state of the industry delivering Primary Services, Core Products, Additional Products and/or Additional Services at such time; provided, however, that the Advisory Council must approve any such increase in the minimum acceptable customer satisfaction rating, and such increase shall not be effective until the beginning of the next calendar year following the Advisory Council's approval. In the event that a customer satisfaction survey conducted by Licensor pursuant to Section III.C. of this License Agreement results in a customer satisfaction rating below 85% (or below any higher percentage established by Licensor as described above), but more than 70%, in any market or markets in the Licensee's Licensed Territory, then Licensee will be assigned probation status under Section XI.E. of this License Agreement and surveys may be commissioned in the market(s) in the Licensed Territory which did not achieve a rating of at least 85% (or any higher percentage established by Licensor), from time to time thereafter as Licensor deems appropriate until Licensee has achieved a minimum customer satisfaction rating of at least 85% (or any higher percentage established by Licensor as described above) for such market(s) and the probation status is removed, or until this License Agreement is terminated, as herein provided, whichever shall first occur. Any market or markets in the Licensed Territory which do not attain a customer satisfaction rating of Cellular One Group License Agreement 18 10/18/99 more than 70%, regardless of the terms of any probation, shall be subject to termination as provided in Section XI.C.2. below. Licensee agrees to pay the reasonable direct costs of conducting such additional customer satisfaction survey(s). 3. During the Term, Licensee shall provide the Primary Services and Core Products throughout the Licensed Territory, and shall maintain, or cause others to maintain on its behalf, a sufficient number of customer service locations and other facilities, including retail storefronts or similar facilities, to permit customers and potential customers convenient access to Primary Services, Core Products, Additional Products and Additional Services, consistent with existing competitive conditions and stores in accordance with the Quality Standardsbuild out, operations, and policy compliance standards of Safescript Pharmacies; any objection by Licensee to any requirement of these standards will be expressed in writing to Licensor, and, absent objection, Licensee will comply with the standards. Policy compliance standards will be the same for all stores, whether operated by Licensee or by Licensor. Objections will be resolved by binding arbitration within seven (7) days; RTNH will appoint one arbitrator, RxSystems will appoint one arbitrator, and these two arbitrators will select a third. The arbitrators so selected shall determine the rules under which arbitration proceedings will be conducted. B. LEGAL COMPLIANCE 1. E. Licensee agrees that it will require physicians to comply, at lease from Safe Med Systems the necessary equipment to purchase Licensed Products from the Licensee and its own expense, with all applicable laws, ordinances and regulations sub-licensees. The terms of federal, state, county or municipal authorities. Licensee will also obtain and maintain, at its own expense, all permits, approvals, licenses and franchises such leases shall be provided by Safe Med Systems and shall make all required filings, applications and reports to all government or administrative entities or self-regulatory organizations as shall be necessary, from time to time, to provide those of the Primary Services, the Core Products, the Additional Services or the Additional Products as Licensee may then be providing, and to otherwise engage in business, generally, throughout the Licensed Territory (collectively, the "Permits"). Without limiting the generality of the foregoing, Licensee's obligation under this Section IV.B. shall include the maintaining of Licensee's qualification to do business throughout the Licensed Territory, and the filing of all income and franchise tax returns with respect to Licensee's operations. In the event that any of Licensee's material Permits is scheduled to expire during the Term, including any renewal of such Term, Licensee agrees to comply with all requirements for extension of said Permit prior to such expiration. Licensee shall notify Licensor in writing within five (5) days after receipt of any notice from the FCC or any other governmental authority regarding an actual or threatened termination or revocation of any Permit material no less favorable to the provision physicians as any lease of the Primary Services, Core Products, Additional Products or Additional Services similar equipment by Licensee within the Licensed Territory, including any license by the FCC to conduct business as a provider of telecommunications services or necessary to construct facilities relating to telecommunications services, and shall within such time provide a copy of any such notice to Licensor. In addition, Licensee shall notify Licensor within five (5) days after becoming aware of the commencement of any action, suit or proceeding, or the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality which could have a material adverse effect on the operation or financial condition of Licensee's business as it relates to the Primary Services, the Core Products, the Additional Services or the Additional ProductsRTNH. 2. To the extent that Licensee's business is dependent upon one or more agreements with a provider of Primary Services, Core Products, Additional Services or Additional Products for which Licensee acts as a reseller, "Permits" shall include such contractual relationship and the license granted hereunder shall be dependent upon the continuation thereof in good standing. Cellular One Group License Agreement 19 10/18/99 3. Licensee represents and warrants that it possesses all Permits necessary to the conduct of its business and to the business of providing the Primary Services, Core Products, Additional Services and Additional Products within the Licensed Territory, including, if applicable, any Permits necessary to permit it to act as a reseller of services provided by others.

Duties of Licensee. All duties A. Licensee shall receive, hold in confidence and take all reasonable efforts to prevent disclosure of the Information and the Documents, except any Information or Documents that are Non-Proprietary, as defined immediately hereafter. For the purposes of this Agreement, "Non-Proprietary" Information and Documents are those which: (1) are, or shall have been in the possession of Licensee prior to the disclosure or submission thereof by Licensor to Master Licensee, and to Licensee. (2) are, or through no fault of Licensee become published or otherwise available to others or to the public under this License Agreement are circumstances such that others or the public may utilize the same without any direct or indirect obligation to Licensor, or (3) are, or at any time may be, acquired by Licensee from any third party rightfully possessed of the same and having no other party is entitled direct or indirect obligation to rely onLicensor with respect to same. B. Licensee shall cause all copies of the Licensed Product (as well as all promotional material) to bear appropriate proprietary notices. C. RxSystems agrees that it will maintain any and all knowledge, enforce or obtain relief for breach of procedures, methods, technology, patent information, software, systems and systems applications as confidential proprietary information, and that it will not divulge any such obligation, either directly or by subrogation. Licensee understands and acknowledges that information to third parties without the high quality operation prior consent of its business under the Marks is important to Licensee, Licensor and other licensees of the Marks in order to maintain high operating standards and to protect the reputation of, and goodwill associated with, the Marks. Toward that end, Licensee acknowledges and accepts the following duties:Licensor. A. QUALITY OF SERVICE 1. D. Licensee agrees to provide high quality Primary Services and Core Products and, to operate the extent provided, high quality Additional Services and Additional Products, to its customers by, among other things, complying with this License Agreement and the applicable Quality Standards. Upon six (6) months written notice of the modification of or addition to the Quality Standards, Licensee shall cause its Primary Services, Core Products, Additional Services or Additional Products to comply therewith; provided, however, that Licensee shall be entitled to adopt a plan reasonably acceptable to Licensor to discontinue the offering of any Additional Services or Additional Products in lieu of complying with the Quality Standards relating thereto, provided such Additional Products or Additional Services do not constitute Core Products. 2. Licensee shall attain and maintain a minimum customer satisfaction rating of at least 85% (or such increased level as may be required pursuant to the provisions of this Section IV.A.) with regard to each market in the Licensed Territory with regard to Licensee's Primary Services and Core Products. Licensor reserves the right to increase the minimum acceptable customer satisfaction rating to a percentage greater than 85% if Licensor, in its reasonable discretion, determines that such higher percentage is appropriate given the technical state of the industry delivering Primary Services, Core Products, Additional Products and/or Additional Services at such time; provided, however, that the Advisory Council must approve any such increase in the minimum acceptable customer satisfaction rating, and such increase shall not be effective until the beginning of the next calendar year following the Advisory Council's approval. In the event that a customer satisfaction survey conducted by Licensor pursuant to Section III.C. of this License Agreement results in a customer satisfaction rating below 85% (or below any higher percentage established by Licensor as described above), but more than 70%, in any market or markets in the Licensee's Licensed Territory, then Licensee will be assigned probation status under Section XI.E. of this License Agreement and surveys may be commissioned in the market(s) in the Licensed Territory which did not achieve a rating of at least 85% (or any higher percentage established by Licensor), from time to time thereafter as Licensor deems appropriate until Licensee has achieved a minimum customer satisfaction rating of at least 85% (or any higher percentage established by Licensor as described above) for such market(s) and the probation status is removed, or until this License Agreement is terminated, as herein provided, whichever shall first occur. Any market or markets in the Licensed Territory which do not attain a customer satisfaction rating of Cellular One Group License Agreement 18 10/18/99 more than 70%, regardless of the terms of any probation, shall be subject to termination as provided in Section XI.C.2. below. Licensee agrees to pay the reasonable direct costs of conducting such additional customer satisfaction survey(s). 3. During the Term, Licensee shall provide the Primary Services and Core Products throughout the Licensed Territory, and shall maintain, or cause others to maintain on its behalf, a sufficient number of customer service locations and other facilities, including retail storefronts or similar facilities, to permit customers and potential customers convenient access to Primary Services, Core Products, Additional Products and Additional Services, consistent with existing competitive conditions and stores in accordance with the Quality Standardsbuild out, operations, and policy compliance standards of Safescript Pharmacies; any objection by Licensee to any requirement of these standards will be expressed in writing to Licensor, and, absent objection, Licensee will comply with the standards. Policy compliance standards will be the same for all stores, whether operated by Licensee or by Licensor. Objections will be resolved by binding arbitration within seven (7) days; RTNH will appoint one arbitrator, RxSystems will appoint one arbitrator, and these two arbitrators will select a third. The arbitrators so selected shall determine the rules under which arbitration proceedings will be conducted. B. LEGAL COMPLIANCE 1. E. Licensee agrees that it will require physicians to comply, at lease from Safe Med Systems the necessary equipment to purchase Licensed Products from the Licensee and its own expense, with all applicable laws, ordinances and regulations sub-licensees. The terms of federal, state, county or municipal authorities. Licensee will also obtain and maintain, at its own expense, all permits, approvals, licenses and franchises such leases shall be provided by Safe Med Systems and shall make all required filings, applications and reports to all government or administrative entities or self-regulatory organizations as shall be necessary, from time to time, to provide those of the Primary Services, the Core Products, the Additional Services or the Additional Products as Licensee may then be providing, and to otherwise engage in business, generally, throughout the Licensed Territory (collectively, the "Permits"). Without limiting the generality of the foregoing, Licensee's obligation under this Section IV.B. shall include the maintaining of Licensee's qualification to do business throughout the Licensed Territory, and the filing of all income and franchise tax returns with respect to Licensee's operations. In the event that any of Licensee's material Permits is scheduled to expire during the Term, including any renewal of such Term, Licensee agrees to comply with all requirements for extension of said Permit prior to such expiration. Licensee shall notify Licensor in writing within five (5) days after receipt of any notice from the FCC or any other governmental authority regarding an actual or threatened termination or revocation of any Permit material no less favorable to the provision physicians as any lease of the Primary Services, Core Products, Additional Products or Additional Services similar equipment by Licensee within the Licensed Territory, including any license by the FCC to conduct business as a provider of telecommunications services or necessary to construct facilities relating to telecommunications services, and shall within such time provide a copy of any such notice to Licensor. In addition, Licensee shall notify Licensor within five (5) days after becoming aware of the commencement of any action, suit or proceeding, or the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality which could have a material adverse effect on the operation or financial condition of Licensee's business as it relates to the Primary Services, the Core Products, the Additional Services or the Additional ProductsRTNH. 2. To the extent that Licensee's business is dependent upon one or more agreements with a provider of Primary Services, Core Products, Additional Services or Additional Products for which Licensee acts as a reseller, "Permits" shall include such contractual relationship and the license granted hereunder shall be dependent upon the continuation thereof in good standing. Cellular One Group License Agreement 19 10/18/99 3. Licensee represents and warrants that it possesses all Permits necessary to the conduct of its business and to the business of providing the Primary Services, Core Products, Additional Services and Additional Products within the Licensed Territory, including, if applicable, any Permits necessary to permit it to act as a reseller of services provided by others.

Duties of Licensee. All Licensee shall be solely responsible for using its best efforts to cause the proper advertising, demonstration, shipment, export and collection of payment relating to the Licensed Products in the Territory. The duties of Licensee under this License include without limitation the following: (a) Advertising the Licensed Products in appropriate media, contacting and developing Customers by telephone and otherwise, providing information concerning Licensed Products to Customers and advising Customers on the selection and use of the Licensed Products. (b) Providing competent instruction to Customers regarding the use and installation of the Licensed Products. (c) Complying with Licensee's warranty obligations as set forth in its agreements with Customers. (d) Employing skilled technicians experienced in the computing industry and familiar with the Licensed Products and Documentation to provide technical support and assistance. (e) Providing information, including by means of telephone support, to Customers as to the proper procedures and persons to contact to enable the proper installation and operation of the Licensed Products and providing responsive answers to questions and problems regarding the use and operation of the Licensed Products. (f) Sending at Licensee's expense qualified and appropriate personnel of Licensee to participate in a one-time training session to be conducted by or on behalf of Licensor for the benefit of Licensee and Licensee's personnel. Such training session shall be conducted without charge therefor by Licensor (although Licensee shall be responsible for the expenses of travel, lodging and meals for employees attending such training session). (g) Enforcing the terms of each Agreement are for Trial and Sublicense with each of its Customers, including without limitation ensuring the destruction or the return to LicensorLicensee of all Licensed Products, Documentation and no other party is entitled to rely on, enforce or obtain relief for breach related materials in the possession of any such obligation, either directly or by subrogation. Licensee understands and acknowledges that the high quality operation of its business under the Marks is important to Licensee, Licensor and other licensees Customer upon termination of the Marks in order Sublicense between Licensee and such Customer. (h) Notifying Licensor of any modifications required for any Sublicense or Agreement for Trial to maintain high operating standards and to protect the reputation of, and goodwill associated with, the Marks. Toward that end, Licensee acknowledges and accepts the following duties: A. QUALITY OF SERVICE 1. Licensee agrees to provide high quality Primary Services and Core Products comply with applicable law and, to the extent provided, high quality Additional Services and Additional Products, to its customers by, among other things, complying with this License Agreement and the applicable Quality Standards. Upon six (6) months written notice of the modification of or addition to the Quality Standards, Licensee shall cause its Primary Services, Core Products, Additional Services or Additional Products to comply therewith; provided, however, that Licensee shall be entitled to adopt a plan reasonably acceptable to Licensor to discontinue the offering of any Additional Services or Additional Products in lieu of complying with the Quality Standards relating thereto, provided such Additional Products or Additional Services do not constitute Core Products. 2. Licensee shall attain and maintain a minimum customer satisfaction rating of at least 85% (or such increased level as may be required pursuant subject to the provisions of this Section IV.A.2.5 hereof, making appropriate modifications to such Sublicense or Agreement for Trial such that such Sublicense or Agreement for Trial will comply with applicable law. (i) with regard to each market Informing Licensor of any statute, regulation, rule or other law pending or enacted in the Territory that might affect the import, licensing or use of the Licensed Product or the intellectual property rights associated with the Licensed Product or the Documentation in the Territory and assisting Licensor in complying with regard to such laws. (j) Keeping complete and accurate records of Licensee's Primary Services Customers, leads to prospective Customers, the number and Core Products. Licensor reserves type of any Licensed Products licensed by Licensee, the right number and type of Licensed Products sublicensed to increase the minimum acceptable customer satisfaction rating to a percentage greater than 85% if Licensor, in its reasonable discretion, determines that such higher percentage is appropriate given the technical state of the industry delivering Primary Services, Core Products, Additional Products and/or Additional Services at such time; provided, however, that the Advisory Council must approve any such increase in the minimum acceptable customer satisfaction rating, Customers and such increase shall not be effective until the beginning of the next calendar year following the Advisory Council's approval. In the event that a customer satisfaction survey conducted by related operating and financial data as Licensor pursuant to Section III.C. of this License Agreement results in a customer satisfaction rating below 85% (or below any higher percentage established by Licensor as described above), but more than 70%, in any market or markets in the Licensee's Licensed Territory, then Licensee will be assigned probation status under Section XI.E. of this License Agreement and surveys reasonably may be commissioned in the market(s) in the Licensed Territory which did not achieve a rating of at least 85% (or any higher percentage established by Licensor), request from time to time thereafter as Licensor deems appropriate until Licensee has achieved a minimum customer satisfaction rating for the purpose of at least 85% (or any higher percentage established by Licensor as described above) for such market(s) and the probation status is removed, or until this License Agreement is terminated, as herein provided, whichever shall first occur. Any market or markets in monitoring the Licensed Territory which do not attain a customer satisfaction rating of Cellular One Group License Agreement 18 10/18/99 more than 70%, regardless of the terms of any probation, shall be subject to termination as provided in Section XI.C.2. below. Licensee agrees to pay the reasonable direct costs of conducting such additional customer satisfaction survey(s). 3. During the Term, Licensee shall provide the Primary Services and Core Products throughout the Licensed Territory, and shall maintain, or cause others to maintain on its behalf, a sufficient number of customer service locations and other facilities, including retail storefronts or similar facilities, to permit customers and potential customers convenient access to Primary Services, Core Products, Additional Products and Additional Services, consistent with existing competitive conditions and in accordance with the Quality Standards. B. LEGAL COMPLIANCE 1. Licensee agrees to comply, at its own expense, with all applicable laws, ordinances and regulations of federal, state, county or municipal authorities. Licensee will also obtain and maintain, at its own expense, all permits, approvals, licenses and franchises and shall make all required filings, applications and reports to all government or administrative entities or self-regulatory organizations as shall be necessary, from time to time, to provide those of the Primary Services, the Core Products, the Additional Services or the Additional Products as Licensee may then be providinguse, marketing and to otherwise engage in business, generally, throughout the Licensed Territory (collectively, the "Permits"). Without limiting the generality of the foregoing, sublicensing thereof by Licensee's obligation under this Section IV.B. shall include the maintaining of Licensee's qualification to do business throughout the Licensed Territory, and the filing of all income and franchise tax returns with respect to Licensee's operations. In the event that any of Licensee's material Permits is scheduled to expire during the Term, including any renewal of such Term, Licensee agrees to comply with all requirements for extension of said Permit prior to such expiration. Licensee shall notify Licensor in writing within five (5) days after receipt of any notice from the FCC or any other governmental authority regarding an actual or threatened termination or revocation of any Permit material to the provision of the Primary Servicesmaintenance, Core Products, Additional Products or Additional Services by Licensee within the Licensed Territory, including any license by the FCC to conduct business as a provider of telecommunications support and upgrade services or necessary to construct facilities relating to telecommunications services, and shall within such time provide a copy of any such notice to Licensor. In addition, Licensee shall notify Licensor within five (5) days after becoming aware of the commencement of any action, suit or proceeding, or the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality which could have a material adverse effect on the operation or financial condition of Licensee's business as it relates to the Primary Services, the Core Products, the Additional Services or the Additional Productstherefor. 2. To the extent that Licensee's business is dependent upon one or more agreements with a provider of Primary Services, Core Products, Additional Services or Additional Products for which Licensee acts as a reseller, "Permits" shall include such contractual relationship and the license granted hereunder shall be dependent upon the continuation thereof in good standing. Cellular One Group License Agreement 19 10/18/99 3. Licensee represents and warrants that it possesses all Permits necessary to the conduct of its business and to the business of providing the Primary Services, Core Products, Additional Services and Additional Products within the Licensed Territory, including, if applicable, any Permits necessary to permit it to act as a reseller of services provided by others.