Common use of Form of Use of Licensed Trademarks Clause in Contracts

Form of Use of Licensed Trademarks. (i) Prior to a Licensee changing in any material respect the font, color or label look of a Licensed Trademark (other than Trademarks that are licensed on a perpetual basis and, to the extent permitted under Sections 2.1(a)(iv) and 2.1(b)(iv), Sub-Brands and Trade Dress) that appears in the principal display panel of a product sold by the Licensee or its Affiliates, the Licensee shall obtain the prior written approval of the Licensor and such approval shall not be unreasonably withheld or delayed. In order to enable the Licensor to review whether such change intended by the Licensee of the font, color or label look of a Licensed Trademark constitutes a material deviation from the materials used by Kraft Foods Inc. and its Subsidiaries prior to the Distribution Date, the Licensee shall submit at least twenty (20) Business Days in advance of the proposed date of such use to the Licensor representative samples of advertising, promotional or marketing materials or collateral materials depicting the intended modification(s) of the Licensed Trademark for the Licensor’s written approval. For the avoidance of doubt, the Licensor may deny such approval in particular, if such intended change of the font, color or label look of a Licensed Trademark could jeopardize the recognition that the Licensed Trademark was used in the registered form. The Licensee shall not submit requests for changes of the Kraft GroceryCo Trademark or the “Back to Nature” SnackCo Xxxx. (ii) All usages of the Kraft GroceryCo Trademark shall comply with the usage guidelines therefor attached as Schedule I as such usage guidelines are hereafter amended by GroceryCo IPCo in its discretion upon reasonable advance written notice to SnackCo IPCo and all usages of the “Back to Nature” SnackCo Xxxx shall comply with the Trademark usage guidelines therefor attached as Schedule J as such usage guidelines are hereafter amended by SnackCo IPCo in its discretion upon reasonable advance written notice to GroceryCo IPCo; provided that such amended usage guidelines are generally applicable to the Licensor and its Affiliates and their other licensees and do not conflict with the express provisions of this Agreement. Except for Licensed Trademarks that a Licensee uses under a perpetual license, wherever the Licensee’s name or logo appears on the packaging (and, where reasonably practicable on promotional or advertising materials), a legend substantially in the form of the following legend as reference to the Trademark license shall be made following any assignment of any license granted hereunder pursuant to Section 3.7 or within a reasonable time after the Licensor may request the Licensee to do so: “………” (insert the Licensed Trademark) is used under license from the registered trademark owner, “………….” (insert trademark owner, city, state and country) (iii) In the event that the Licensor of a Licensed Trademark that is licensed to a Licensee hereunder intends to redesign, modify or otherwise alter the design of a Licensed Trademark, the Licensor shall reasonably promptly inform the Licensee in writing of the design change intended for the Licensed Trademark and whether the redesigned, modified or altered design has been or will be registered as a trademark in the jurisdiction(s) of the Licensee. Except for any redesign, modification or other alteration of the “Back to Nature” SnackCo logo, the Licensee shall have the option to adopt the new design of the Licensed Trademark by providing written notice to the Licensor thereof within sixty (60) days following receipt of the Licensor’s information letter. Adoption of the new design of the Licensed Trademark shall not prevent the Licensee from fully exhausting all packaging and promotion materials bearing the unchanged Licensed Trademark. If the Licensee opts for the new design of the Licensed Trademark, such new design shall be deemed to be a Licensed Trademark hereunder as of the date of the Licensee’s first use of such new design and subject to the same terms and conditions herein as are applicable to the initial Licensed Trademark that has been redesigned, modified or altered thereby. The Licensor shall inform the Licensee in writing in the event that the “Back to Nature” SnackCo logo generally is being redesigned, modified or otherwise altered by or under authorization from the Licensor, and the Licensee shall adopt the new design of the “Back to Nature” SnackCo logo following receipt of such information letter and after having exhausted all then-existing quantities of packaging and promotion materials bearing the initial “Back to Nature” SnackCo logo.

Form of Use of Licensed Trademarks. (i) Prior to a Licensee changing in any material respect the font, color or label look of a Licensed Trademark (other than Trademarks that are licensed on a perpetual basis and, to the extent permitted under Sections 2.1(a)(iv) and 2.1(b)(iv), Sub-Brands and Trade Dress) that appears in the principal display panel of a product sold by the Licensee or its Affiliates, the Licensee shall obtain the prior written approval of the Licensor and such approval shall not be unreasonably withheld or delayed. In order to enable the Licensor to review whether such change intended by the Licensee of the font, color or label look of a Licensed Trademark constitutes a material deviation from the materials used by Kraft Foods Inc. and its Subsidiaries prior to the Distribution Datedate hereof, the Licensee shall submit at least twenty (20) Business Days in advance of the proposed date of such use to the Licensor representative samples of advertising, promotional or marketing materials or collateral materials depicting the intended modification(s) of the Licensed Trademark for the Licensor’s written approval. For the avoidance of doubt, the Licensor may deny such approval in particular, if such intended change of the font, color or label look of a Licensed Trademark could jeopardize the recognition that the Licensed Trademark was used in the registered form. The Licensee shall not submit requests for changes of the Kraft GroceryCo Trademark or the “Back to Nature” SnackCo Xxxx. (ii) All usages of the Kraft GroceryCo Trademark shall comply with the usage guidelines therefor attached as Schedule I as such usage guidelines are hereafter amended by GroceryCo IPCo in its discretion upon reasonable advance written notice to SnackCo IPCo and all usages of the “Back to Nature” SnackCo Xxxx shall comply with the Trademark usage guidelines therefor attached as Schedule J as such usage guidelines are hereafter amended by SnackCo IPCo in its discretion upon reasonable advance written notice to GroceryCo IPCo; provided that such amended usage guidelines are generally applicable to the Licensor and its Affiliates and their other licensees and do not conflict with the express provisions of this Agreement. Except for Licensed Trademarks that a Licensee uses under a perpetual license, wherever the Licensee’s name or logo appears on the packaging (and, where reasonably practicable on promotional or advertising materials), a legend substantially in the form of the following legend as reference to the Trademark license shall be made following any assignment of any license granted hereunder pursuant to Section 3.7 or within a reasonable time after the Licensor may request the Licensee to do so: “………” (insert the Licensed Trademark) is used under license from the registered trademark owner, “………….” . (insert trademark owner, city, state and country) (iii) In the event that the Licensor of a Licensed Trademark that is licensed to a Licensee hereunder intends to redesign, modify or otherwise alter the design of a Licensed Trademark, the Licensor shall reasonably promptly inform the Licensee in writing of the design change intended for the Licensed Trademark and whether the redesigned, modified or altered design has been or will be registered as a trademark in the jurisdiction(s) of the Licensee. Except for any redesign, modification or other alteration of the “Back to Nature” SnackCo logo, the Licensee shall have the option to adopt the new design of the Licensed Trademark by providing written notice to the Licensor thereof within sixty (60) days following receipt of the Licensor’s information letter. Adoption of the new design of the Licensed Trademark shall not prevent the Licensee from fully exhausting all packaging and promotion materials bearing the unchanged Licensed Trademark. If the Licensee opts for the new design of the Licensed Trademark, such new design shall be deemed to be a Licensed Trademark hereunder as of the date of the Licensee’s first use of such new design and subject to the same terms and conditions herein as are applicable to the initial Licensed Trademark that has been redesigned, modified or altered thereby. The Licensor shall inform the Licensee in writing in the event that the “Back to Nature” SnackCo logo generally is being redesigned, modified or otherwise altered by or under authorization from the Licensor, and the Licensee shall adopt the new design of the “Back to Nature” SnackCo logo following receipt of such information letter and after having exhausted all then-existing quantities of packaging and promotion materials bearing the initial “Back to Nature” SnackCo logo.