Licensee's Duties. Licensee shall:
(1) Not use any Licensed Marks as part of its corporate name or the name of any Affiliate.
(2) Not cause or permit anything within Licensee’s control to occur which may damage, endanger, or reduce the value of the Licensed Marks or any other trademark, trade name, service xxxx, or other intellectual property right of Licensor or any Affiliate of Licensor, or Licensor’s or such Affiliate’s title thereto, or the rights of any other licensee of Licensor or any Affiliate of Licensor thereto, or assist or suffer any other Person to do so.
(3) Not interfere in any manner with, nor attempt to prohibit, the use or registration by Licensor, with applicable Governmental Authorities of the Licensed Marks or any other trademark, trade name, service xxxx or other intellectual property right of Licensor or any Affiliate thereof.
(4) Not use any name or xxxx similar to or capable of being confused with any of the Licensed Marks or any other trademark, trade name, service xxxx, or other intellectual property right of Licensor or any Affiliate thereof.
(5) Take such action in relation to the Licensed Marks as Licensor may, from time to time, require, in order to protect or promote the same, including, without limitation, the marking of any advertising material, signs, or other items bearing the Licensed Marks, in such manner as Licensor may require.
(6) Give notice on all business stationery, merchandise cards, purchase order forms, guest checks, maintenance requests, invitations, employment applications and on such other items, and in such other places, as Licensor may, from time to time require, that the Casino is operated under license from Licensor pursuant to this Agreement and such other notices as Licensor may deem reasonably necessary to inform third parties that Licensor does not accept liability for the acts, omissions, debts, or defaults of Licensee; and promotional material and advertisements will, if Licensor requires, include a statement that the Casino is operated under license from Licensor and such other information as Licensor may deem necessary to inform third parties that it does not accept liability for the acts, omissions, debts, or defaults of Licensee.
Licensee's Duties. (a) Except as otherwise provided herein, the distribution of Products in the Territory shall be performed only by LICENSEE. LICENSEE wishes to distribute Products through independent distributors and prior to execution of this Agreement LICENSEE has submitted to GUESS for approval, and GUESS has approved the names and addresses of its proposed distributors on EXHIBIT E-1 (DISTRIBUTORS). Subsequently, for all new distributors (not previously submitted and approved), LICENSEE shall submit to GUESS for prior written approval any new intended distributors on EXHIBIT E-2 (DISTRIBUTOR APPROVAL FORM), along with a copy of any written agreement, or the terms and conditions of any oral agreement, proposed to be entered into between LICENSEE and any proposed distributor and such other background information of the proposed distributors that GUESS may request. On each anniversary of the date of this Agreement, and at such other times as GUESS may request, LICENSEE shall send to GUESS a list of all current distributors for all Products. GUESS may withdraw approval vis-a-vis the Products of any distributor upon prior written notice of such distributor's failure to meet GUESS's standards for quality, service and appearance. Such distributor shall have thirty (30) days to cure any failure which shall be specified in the notice. Each such distribution agreement shall include provisions to the effect that:
(i) such agreement will terminate vis-a-vis the Products when this Agreement terminates or when GUESS withdraws LICENSEE's permission to sell to such distributor, and that the distributor will have no claims against either GUESS or LICENSEE for the termination of the agreement; and
(ii) the distributor may not appoint subdistributors or agents for the sale of Products, or assign any rights under its agreement with LICENSEE vis-a-vis the Products without GUESS's prior written permission.
(b) LICENSEE shall exercise its best efforts to safeguard the prestige and goodwill represented by the Trademarks, the IP Rights and the image associated therewith at the same level as heretofore maintained by GUESS. LICENSEE will sell the Products only to quality retail stores (which have been previously approved by GUESS in writing) offering services and promotions commensurate with the quality of the Products and the image and reputation of the Trademarks. LICENSEE shall use its best efforts that the same safeguards apply to its distributors and that its distributors and retail operato...
Licensee's Duties. Licensee shall use the Licensed EMIP only in the manner specified herein, and only by Designated Employee(s) on Designated Equipment(s) at Designated Site(s). Furthermore, Licensee shall inform Philips immediately of any changes with respect to Designated Employee(s) and Designated Site(s). For the avoidance of doubt, the Licensed EMIP cannot be transferred by any means to or used with any other equipment than the Designated Equipment.
Licensee's Duties. Licensee will use its reasonable efforts to protect Licensor’s Intellectual Property Rights in the Licensed Products and will report to Licensor any infringement of such rights of which Licensee becomes aware.
Licensee's Duties. With respect to use of the Licensed Rights at the Licensed Location, Licensee shall use the Licensed Rights only as permitted by this Agreement. Licensee shall not use or exploit the Licensed Marks or the Licensed Rights outside the Licensed Location, except the Licensee may engage in the promotion, advertising or marketing of the Hotel/Casino anywhere in the world. Licensee shall not have any right to assign, sublicense or franchise any of the Licensed Marks to any other persons; or develop, use, or exploit any Hard Rock Marks not expressly identified as Licensed Marks in this Agreement without the express written consent of Licensor, which may withheld in Licensor's sole discretion.
Licensee's Duties. 14 7. ADVERTISING............................................................16
Licensee's Duties. The Licensee will:
4.1. notify Hostplus as soon as practicable if it becomes aware, or reasonably suspects, that:
4.1.1. the Licensee or a Nominated Adviser has or is likely to breach the terms of this agreement or a Relevant Law;
4.1.2. a Nominated Adviser has breached, or is likely to breach, the terms of their Adviser Authority;
4.1.3. any material information provided to Hostplus in relation to this agreement ceases to be true or changes;
Licensee's Duties. The Licensee covenants and agrees that:
4.1 The Licensee will only make Photocopies as set out in Clause 2.
4.2 The Licensee will inscribe every Photocopy made with the Licensee’s Collective Worship Music Reproduction Licence Number, in the following format: Photocopied By Permission. CWMRL No. [ ]
4.3 The Licensee shall not alter or change any Publication or Song.
4.4 The Licensee shall not, by any act or omission, impair or prejudice the copyright in any of the Songs or in the typographical arrangement of any of the Publications.
4.5 The Licensee shall appoint a Licence Reporter who shall be responsible for completing the Copy Report.
4.6 Any and all Photocopies of Songs made under this Collective Worship Music Reproduction Licence will be recorded in the Copy Report, in the detail and manner specified in the instructions in the Copy Report.
4.7 The Licensee shall ensure all those making copies under the terms of this licence are aware of the location of the Copy Report (booklet or PC installation) and of their obligation to report all copying activity and of the terms of this Collective Worship Music Reproduction Licence.
4.8 Where Photocopies of Songs are made under this Licence outside of the Licensee’s premises the Licensee shall ensure that any person making those Photocopies will be aware of and comply with the terms of this Licence.
4.9 The Licensee shall send the completed Copy Report to CCLI on the expiry of the Licence Period.
4.10 The Licensee shall supply to CCLI a copy of any Photocopy of a Song made under the Licence within 14 days following request from CCLI.
4.11 The Licensee acknowledges that the Authorised Catalogue List and the Authorised Publisher List may vary from time to time and that variation does not give rise to any rights against CCLI by the Licensee and the Licensee shall forthwith upon notification cease exercising the Rights in relation to any Song and/or Publication which is withdrawn from the Authorised Catalogue List or the Authorised Publisher List and the provisions of Clauses 8.2 and 8.3 shall apply in respect of any such Songs and/or Publications.
4.12 And warrants and represents that it has the right to enter into and perform its obligations under this Licence.
Licensee's Duties. Licensee shall be responsible for:
a. Providing reasonable notice to the Licensor of any open and obvious defects existing in, of, or upon the Licensed Areas that Licensee becomes aware of prior to and while using the Licensed Areas;
b. Stopping all games and/or practices should it become aware of any open and obvious physical defect existing in, of, or upon the Licensed Areas that creates a dangerous condition and immediately bring such concern to Licensor's attention;
c. Controlling the behavior of its members, prospective members, players, coaches and Invitees;
d. supervising all on-ice activities;
e. Maintaining order and controlling unruly behavior among Spectators during all USA Hockey-sanctioned events at which a gate fee is charged for the admission of the Spectators. If during a game or event at which a gate fee is charged, Spectators display inappropriate or disruptive behavior that interferes with other spectators or the game or event, Licensee shall stop the game or event and identify the violators for the purpose of removing them from the Arena at which point the game or event shall resume. During all events at which no gate fee is charged, Licensee and Licensor shall be jointly responsible to maintain order and control unruly behavior among Spectators.
f. Obtaining signed release agreements from all participants in a form acceptable to Licensor;
g. Naming Licensor as an additional insured under its general liability insurance policy for those times that Licensee is using the Arena; and
h. Any and all injuries arising from the activities conducted by Licensee at the Arena that are caused by the negligent or intentional conduct of any of its members, prospective members, players, coaches and Invitees;
Licensee's Duties. Licensee agrees to use diligent efforts to provide all its sub licensees with all new releases and corrections that Licensor may provide without additional charge.
