Common use of Licensee's Duties Clause in Contracts

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 operators agree not to ship any Products outside the applicable country. (c) LICENSEE shall not use or permit any customer to use any Products as giveaways, prizes or premiums except in promotions that have received the prior written approval of GUESS. (d) If LICENSEE sells Products through an authorized distributor, LICENSEE shall ensure that the distributor will comply with all obligations necessary for protecting the Trademarks, the IP Rights and the image associated therewith at the same level as heretofore maintained by GUESS. LICENSEE will maintain such reports on file, such that GUESS may, from time to time, request that it be provided with CUSTOMER PROFILE FORMS, photographs of store premises, etc., for retail store customers of the distributors, in order for GUESS to ensure that the quality and image associated with the Trademarks and the IP Rights are being upheld by the distributors. LICENSEE will only sell Products to distributors who have previously been approved by GUESS, and neither LICENSEE nor its distributors will sell or distribute Products to other distributors, wholesalers, independent contractors, jobbers, diverters, or any other entity which does not sell to retail stores exclusively, without the prior written consent of GUESS. (e) LICENSEE shall not permit its distributors or customers to, advertise, promote or sell any Products through the Internet or any other electronic or computer-based system, without GUESS's prior written consent. (f) Other than the approved list of trade shows (Cannes, Singapore, Italy and Orlando) LICENSEE shall obtain GUESS's consent prior to participating in any tradeshow where the Products or any item bearing the Trademarks will be displayed, including GUESS's consent to any form of presentation to be used by LICENSEE. LICENSEE shall provide GUESS with all information requested concerning all tradeshows. (g) Prior to LICENSEE's sale of any Closeouts, LICENSEE shall furnish to GUESS a Product description of such Closeouts and the proposed selling price. GUESS shall have the option (but not the obligation) to purchase all or any part of such Closeouts from LICENSEE prior to sale to any third party, upon the following terms: (i) GUESS shall notify LICENSEE of its intention, if any, to exercise this option and which of the Closeouts are to be purchased, within ten (10) business days after GUESS's receipt of the Product description of the Closeouts; (ii) the purchase price and terms relating to the Products for Closeouts shall be the same price and terms relating to the Products LICENSEE plans to offer a third party; and (iii) LICENSEE shall deliver Closeouts purchased by GUESS within fifteen (15) business days after receipt of the notice of GUESS's intention to purchase.

Licensee's Duties. (a) Except as otherwise provided herein, the distribution of Products in the Territory shall be performed only by LICENSEE. If LICENSEE wishes to distribute Products through independent distributors and prior to execution of this Agreement LICENSEE has submitted shall submit to GUESS for approval, and GUESS has approved the names and addresses of its proposed distributors on EXHIBIT E-1 distributors, for GUESS's prior written approval, using the DISTRIBUTION APPROVAL FORM (DISTRIBUTORSExhibit F-3). Subsequently, for all new GUESS hereby approves LICENSEE's distribution of Products through the independent distributors (not previously submitted and approved), described on Exhibit O attached hereto. LICENSEE shall submit to GUESS GUESS, for GUESS's prior written approval any new intended distributors on EXHIBIT E-2 (DISTRIBUTOR APPROVAL FORM)approval, 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. LICENSEE shall ensure that the termination of its agreement with a distributor, whether oral or written, will be enforceable under the laws of the country in question without cost or liability to GUESS. (b) Except as permitted by GUESS pursuant to Section 7.4, LICENSEE shall not market or promote or seek customers for the Products outside of the Territory and LICENSEE shall not establish or maintain inventories of the Products outside of the Territory. (c) LICENSEE shall exercise its best efforts efforts, subject to the provisions of Section 11.5, 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. . (d) LICENSEE will shall exercise its best efforts to sell the Products only directly to quality retail stores (which have been previously catalogues approved by GUESS in writing) offering services and promotions commensurate to retail store operators who have agreed to enter into a retail store agreement with the quality of the Products GUESS or to stores that otherwise meet GUESS's standards for quality, service and the image and reputation of the Trademarks. LICENSEE shall use its best efforts that the same safeguards apply to its distributors appearance and that its distributors and have been approved by GUESS under this Agreement or pursuant to the CUSTOMER PROFILE FORM. Each of such retail store operators for example, should establish a separate area in the store devoted exclusively to the sale of Products; present a comprehensive line of Products made available by LICENSEE; agree to not to ship any Products outside of the applicable countryTerritory; and permit inspections by GUESS or its representatives of the store facilities for the sale of Products during regular business hours. GUESS may withdraw approval of any retail store operator or any store at any time such operator or store(s) fail to meet GUESS's standards for quality, service and appearance. LICENSEE shall not sell any Products through the Internet or any other electronic or competitor-based systems, without GUESS's prior written consent. (ce) LICENSEE shall not use or permit any customer to use any Products as giveaways, prizes or premiums except in promotions that have received the prior written approval of GUESS. (df) LICENSEE shall not sell any Products that are Seconds without the prior written approval of GUESS. All Seconds approved for sale by GUESS shall be marked "Seconds" or "Irregular" and all labels and other markings embodying the Trademarks and IP Rights shall be removed therefrom (which removal may be supervised by GUESS or its agent), if possible, prior to sale. All Seconds not approved by GUESS and/or not sold in accordance with GUESS's approval shall be destroyed. LICENSEE shall be responsible for ensuring that its manufacturing subcontractors comply with this obligation. (g) If LICENSEE sells Products through an authorized distributor, LICENSEE shall ensure that the distributor will comply with all reporting provisions required of LICENSEE under this Agreement as well as with all obligations necessary for protecting the Trademarks, the IP Rights and the image associated therewith at the same level as heretofore maintained by GUESS. LICENSEE will maintain such reports on file, such that GUESS may, from time to time, request that it be provided with inspect CUSTOMER PROFILE FORMS, photographs of store premises, etc., for retail store customers of the distributors, in order for GUESS to ensure that the quality and image associated with the Trademarks and the IP Rights are being upheld by the distributors. LICENSEE will only sell Products GUESS may, after notice to LICENSEE, withdraw approval of any of LICENSEE's distributors who have previously been approved by GUESS, and neither LICENSEE nor its distributors will sell or distribute Products at any time such distributor fails to other distributors, wholesalers, independent contractors, jobbers, diverters, or any other entity which does not sell to retail stores exclusively, without the prior written consent of GUESS. (e) LICENSEE shall not permit its distributors or customers to, advertise, promote or sell any Products through the Internet or any other electronic or computer-based system, without meet GUESS's prior written consentstandards for quality, service and appearance. If GUESS determines such distributor could cure its failure to meet such standards, GUESS will provide a reasonable opportunity for it to do so. (f) Other than the approved list of trade shows (Cannes, Singapore, Italy and Orlando) LICENSEE shall obtain GUESS's consent prior to participating in any tradeshow where the Products or any item bearing the Trademarks will be displayed, including GUESS's consent to any form of presentation to be used by LICENSEE. LICENSEE shall provide GUESS with all information requested concerning all tradeshows. (g) Prior to LICENSEE's sale of any Closeouts, LICENSEE shall furnish to GUESS a Product description of such Closeouts and the proposed selling price. GUESS shall have the option (but not the obligation) to purchase all or any part of such Closeouts from LICENSEE prior to sale to any third party, upon the following terms: (i) GUESS shall notify LICENSEE of its intention, if any, to exercise this option and which of the Closeouts are to be purchased, within ten (10) business days after GUESS's receipt of the Product description of the Closeouts; (ii) the purchase price and terms relating to the Products for Closeouts shall be the same price and terms relating to the Products LICENSEE plans to offer a third party; and (iii) LICENSEE shall deliver Closeouts purchased by GUESS within fifteen (15) business days after receipt of the notice of GUESS's intention to purchase.

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 Exhibit E-1 (DISTRIBUTORSDistributors). 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 Exhibit E-2 (DISTRIBUTOR APPROVAL FORMDistributor 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 operators agree not to ship any Products outside the applicable country. (c) LICENSEE shall not use or permit any customer to use any Products as giveaways, prizes or premiums except in promotions that have received the prior written approval of GUESS. (d) If LICENSEE sells Products through an authorized distributor, LICENSEE shall ensure that the distributor will comply with all obligations necessary for protecting the Trademarks, the IP Rights and the image associated therewith at the same level as heretofore maintained by GUESS. LICENSEE will maintain such reports on file, such that GUESS may, from time to time, request that it be provided with CUSTOMER PROFILE FORMSCustomer Profile Forms, photographs of store premises, etc., for retail store customers of the distributors, in order for GUESS to ensure that the quality and image associated with the Trademarks and the IP Rights are being upheld by the distributors. LICENSEE will only sell Products to distributors who have previously been approved by GUESS, and neither LICENSEE nor its distributors will sell or distribute Products to other distributors, wholesalers, independent contractors, jobbers, diverters, or any other entity which does not sell to retail stores exclusively, without the prior written consent of GUESS. (e) LICENSEE shall not permit its distributors or customers to, advertise, promote or sell any Products through the Internet or any other electronic or computer-based system, without GUESS's prior written consent. (f) Other than the approved list of trade shows (Cannes, Singapore, Italy and Orlando) LICENSEE shall obtain GUESS's consent prior to participating in any tradeshow where the Products or any item bearing the Trademarks will be displayed, including GUESS's consent to any form of presentation to be used by LICENSEE. LICENSEE shall provide GUESS with all information requested concerning all tradeshows. (g) Prior to LICENSEE's sale of any Closeouts, LICENSEE shall furnish to GUESS a Product description of such Closeouts and the proposed selling price. GUESS shall have the option (but not the obligation) to purchase all or any part of such Closeouts from LICENSEE prior to sale to any third party, upon the following terms: (i) GUESS shall notify LICENSEE of its intention, if any, to exercise this option and which of the Closeouts are to be purchased, within ten (10) business days after GUESS's receipt of the Product description of the Closeouts; (ii) the purchase price and terms relating to the Products for Closeouts shall be the same price and terms relating to the Products LICENSEE plans to offer a third party; and (iii) LICENSEE shall deliver Closeouts purchased by GUESS within fifteen (15) business days after receipt of the notice of GUESS's intention to purchase.

Licensee's Duties. (a) Except as otherwise provided herein, the distribution of Licensed Products in the Territory shall be performed only by LICENSEE. If LICENSEE wishes to distribute Licensed Products through independent distributors and prior distributors, LICENSEE shall submit to execution of this Agreement LICENSEE has submitted to GUESS for approval, and GUESS has approved LICENSOR the names and addresses of its proposed distributors on EXHIBIT E-1 (DISTRIBUTORS)for LICENSOR’s prior written approval; such approval from LICENSOR shall not be unreasonably withheld or delayed. SubsequentlyLICENSOR may withdraw approval of any distributor at any time if such distributor fails to meet LICENSOR’s reasonable standards for quality, for all new distributors (not previously submitted service and approved), appearance and is acting detrimentally to the interest of LICENSOR. LICENSEE shall submit to GUESS LICENSOR for LICENSOR’s prior written approval any new intended distributors on EXHIBIT E-2 (DISTRIBUTOR APPROVAL FORMwhich shall not be unreasonably withheld or delay), along with a copy of any written agreement, or the terms and conditions of any oral agreement, 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 written agreement shall include provisions provisions, unless the LICENSOR and LICENSEE agree otherwise, to the effect that: (i) such agreement will terminate vis-a-vis gives LICENSOR the Products when this Agreement terminates or when GUESS withdraws LICENSEE's permission same rights of termination that are given to sell to such distributor, LICENSEE and that the distributor will have no claims against either GUESS LICENSOR or LICENSEE for the termination of the agreement; and; (ii) the distributor may not appoint subdistributors sub-distributors or agents for the sale of Licensed Products, or assign any rights under its agreement with LICENSEE vis-a-vis the Products without GUESS's LICENSOR’s prior written permission; and (iii) the distributor agrees to make designated minimum purchases of the Product and commits to minimum Advertising expenditures. (b) LICENSEE shall exercise its best commercially reasonable 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 operators agree not to ship any Products outside the applicable countryLICENSOR. (c) During each Royalty Quarter, LICENSEE shall, in addition to any sums expended in connection with cooperative advertisements, meet the Minimum Marketing Commitment obligations set forth in Schedule A. LICENSEE shall not use or permit provide proof of expenditure sufficient for meeting the Minimum Marketing Commitment together with the Trademark Royalty, Pooled Marketing Fee, and Royalty Statements for such Royalty Quarter and shall submit the Statement of Royalties Form (attached hereto as Exhibit “E”) and the Marketing Expenditure Form to LICENSOR within twenty (20) calendar days of the close for each such Royalty Quarter (attached hereto as Exhibit “H”). LICENSEE’s expenditures related to and in connection with the building of shops, and the purchase and installation of any customer fixtures by LICENSEE shall be attributed to use LICENSEE’s spending for the Minimum Marketing Commitment. If LICENSEE shall fail to meet the Minimum Marketing Commitment for any Products Contract Year, the difference between what was actually spent and the Minimum Marketing Commitment for such Contract Year shall be paid to LICENSOR as giveaways, prizes or premiums except in promotions that have received the prior written approval of GUESSadditional Pooled Marketing Fees. (d) If LICENSEE sells will prepare and present to LICENSOR an annual marketing program with respect to the Licensed Products through an authorized distributorfor each Contract Year no later than September 1 of the preceding Contract Year. Along with this marketing program, LICENSEE shall ensure that project sales for the distributor Contract Year for which the Marketing Program is being prepared. Such program will comply with all obligations necessary for protecting be subject to the Trademarks, the IP Rights approval of LICENSOR. Approval will not be unreasonably withheld and the image associated therewith at the same level as heretofore maintained by GUESSwill occur within twenty (20) business days of submission. Appropriate representatives of LICENSOR and LICENSEE will maintain meet, at such reports place in the New York City metropolitan area as the LICENSOR designates, to confer on filesuch marketing program, such that GUESS may, from time to time, request that it be provided with CUSTOMER PROFILE FORMS, photographs of store premises, etc., for retail store customers of the distributors, in order for GUESS to ensure that the quality and image associated with the Trademarks and the IP Rights are being upheld by the distributors. LICENSEE will only sell Products make such changes therein as are necessary to distributors who have previously been approved by GUESS, and neither LICENSEE nor its distributors will sell or distribute Products to other distributors, wholesalers, independent contractors, jobbers, diverters, or any other entity which does not sell to retail stores exclusively, without the prior written consent of GUESSobtain LICENSOR’s reasonable approval thereof. (e) LICENSEE shall employ, on a dedicated basis to the Trademarks and Licensed Products, a Brand Manager (who shall be Xxxxx Xxxxx), as well as other personnel as may be required to successfully exploit the Trademarks and the Licensed Products. The Brand Manager shall be subject to the on-going approval of LICENSOR. (f) LICENSEE’s marketing program for the Licensed Products will at all times adhere to the philosophy of LICENSOR, as from time to time expressed to LICENSEE in writing. LICENSEE will at all times maintain the prestige and goodwill of the Trademark(s) and the names of LICENSOR and Xxxxxxx Xxxxxx. Without limiting the foregoing, LICENSEE will not, without the express prior written consent of LICENSOR, sell or distribute any Licensed Products in combination sales, as premiums or give-aways, or pursuant to other similar methods of merchandising (including, but not permit its distributors or customers limited to, advertisegift-with-purchase and purchase-with-purchase programs), promote and will not sell or distribute any other item or product in connection with Licensed Merchandise (any such other items or products being herein referred to as “Promotion Products”). In the event that LICENSOR consents to the sale or distribution of Promotion Products, such consent may provide that for purposes of determining Gross Sales (as defined below) hereunder for purposes of royalty calculations only, Promotion Products will be deemed Licensed Merchandise hereunder. (g) LICENSEE shall only sell Seconds where the Seconds are marked “Seconds” or “Irregular” and all labels and other markings embodying the Trademarks and IP Rights are removed therefrom or crossed off (which removal may be supervised by LICENSOR or its agent) prior to sale. LICENSEE shall be responsible for requiring that its manufacturing subcontractors comply with this obligation. (h) LICENSEE shall only sell Special Make-Ups when submitted to LICENSOR for approval pursuant to the approval procedures in Section 4 and after LICENSOR has provided its approval, expressly or if deemed approved pursuant to Section 4.1. (i) LICENSEE shall report on its sales and retail sell-through to LICENSOR on a monthly basis using the Monthly Sales Report Form (attached hereto as Exhibit “F”) and the Monthly Retail Report Form (attached hereto as Exhibit “G”). These reports must be submitted by LICENSEE to LICENSOR within five (5) calendar days of the end of each calendar month once sales of the Licensed Products commence. (j) LICENSEE shall obtain LICENSOR’s approval, which shall not be unreasonably withheld, prior to selling or permitting its customers to sell any Licensed Products through the Internet or any other electronic or computer-based system. The Internet retailers identified on Schedule B, without GUESS's prior written consentattached hereto, are pre-approved by LICENSOR as customers who can conduct Internet sales. Without limiting the basis for disapproval of a customer or distributor hereunder, unauthorized sale by a distributor or customer of Licensed Products through the Internet shall be immediate grounds for LICENSOR to deny or withdraw any approval of said customer or distributor hereunder. (f) Other than the approved list of trade shows (Cannes, Singapore, Italy and Orlandok) LICENSEE shall obtain GUESS's consent can sell the Licensed Products as Closeouts through any customer previously approved by LICENSOR as an approved closeout-retailer, should such circumstances arise, but, prior to participating in any tradeshow where the Products or any item bearing the Trademarks will be displayed, including GUESS's consent to any form of presentation to be used by LICENSEE. LICENSEE shall provide GUESS with all information requested concerning all tradeshows. (g) Prior to LICENSEE's ’s sale of any Closeouts, LICENSEE shall furnish to GUESS LICENSOR a Product description list of such Licensed Products to be sold as Closeouts and the proposed selling price. GUESS LICENSOR shall have the option (but not the obligation) to purchase all or any part of such Closeouts from LICENSEE prior to the sale to any third party, upon the following terms: (i) GUESS LICENSOR shall notify LICENSEE of its intention, if any, to exercise this option and which of the Closeouts are to be purchased, within ten two (102) business days after GUESS's LICENSOR’s receipt of the Product description list of the Licensed Products to be sold as Closeouts; (ii) the purchase price and terms relating to the Products for Closeouts shall be the same price and terms relating to the Products LICENSEE plans to offer a third party; and (iii) LICENSEE shall deliver Closeouts purchased by GUESS LICENSOR within fifteen (15) business calendar days after receipt of the notice of GUESS's intention LICENSOR’s intent to purchase.

Licensee's Duties. (a) Except as otherwise provided hereinLicensee must and must make sure that Licensee's directors, officers, employees, agents and any Approved Affiliates and Sub-Licensees adhere to and comply with the distribution Standards and observe the requirements of Products the Style Guide (unless the parties agree in writing to the contrary), including the use of the applicable advisory statements listed 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 Style Guide. (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 (30b) days to cure any failure which shall be specified in the notice. Each such distribution agreement shall include provisions to the effect Licensee must make sure 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 each publication of the agreementingredients used in a Licensed Recipe and the steps for making a food or beverage according to the Licensed Recipe clearly shows the serving size of a food or beverage prepared according to a Licensed Recipe; (ii) in respect of all Packaging bearing or including any of the any of the Trade Marks: A. the nutritional panel on the Packaging clearly shows the serving size of the food or beverage distributed in the Packaging; or B. if the Packaging does not contain a nutritional panel, the serving size of the food or beverage distributed in the Packaging is shown near the main Trade Mark on the Packaging. (c) Licensee must make sure that Packaging and Promotions bearing or including any of the Trade Marks are not manufactured or used by or on behalf of Licensee or any Approved Affiliates or Sub-Licensees unless samples, prototypes or proofs of that Packaging or Promotion have first been approved by Monash University in writing (such approval not to be unreasonably withheld). (d) All goodwill and reputation generated through use and reproduction of any of the Trade Marks under this agreement (including by any Approved Affiliates or Sub-Licensees) enures to the benefit of Monash University. (e) Licensee must during the Term (and, in the case of "occurrence based" insurance, for six years after the Term) effect and maintain or cause to be effected and maintained (at its cost) insurances with reputable insurance companies which insure for public liability, product recall and product guarantee Claims and product liability for an amount of not less than $5,000,000 for any one Claim and $10,000,000 in the aggregate in any year (or an alternative amount agreed to by Monash University in writing at its absolute discretion), by which Licensee is indemnified against all Claims: (i) for any Loss occurring to any property and for injury (including death) to any person directly or indirectly arising out of, in connection with or in relation to anything done or omitted to be done in the creation of the Licensed Recipes or the preparation or distribution of any food or beverage distributed in Packaging bearing any of the Trade Marks; and (ii) directly or indirectly arising out of, in connection with or in relation to 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 creation 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 operators agree not to ship any Products outside the applicable country. (c) LICENSEE shall not use or permit any customer to use any Products as giveaways, prizes or premiums except in promotions that have received the prior written approval of GUESS. (d) If LICENSEE sells Products through an authorized distributor, LICENSEE shall ensure that the distributor will comply with all obligations necessary for protecting the Trademarks, the IP Rights and the image associated therewith at the same level as heretofore maintained by GUESS. LICENSEE will maintain such reports on file, such that GUESS may, from time to time, request that it be provided with CUSTOMER PROFILE FORMS, photographs of store premises, etc., for retail store customers of the distributors, in order for GUESS to ensure that the quality and image associated with the Trademarks and the IP Rights are being upheld by the distributors. LICENSEE will only sell Products to distributors who have previously been approved by GUESS, and neither LICENSEE nor its distributors will sell or distribute Products to other distributors, wholesalers, independent contractors, jobbers, diverters, Licensed Recipes or any other entity which does not sell food or beverage prepared according to retail stores exclusively, without the prior written consent of GUESS. (e) LICENSEE shall not permit its distributors or customers to, advertise, promote or sell any Products through the Internet or any other electronic or computer-based system, without GUESS's prior written consenta Licensed Recipe. (f) Other than the approved list On request, Licensee must provide to Monash University certificates of trade shows (Cannes, Singapore, Italy and Orlando) LICENSEE shall obtain GUESS's consent prior to participating currency in any tradeshow where the Products or any item bearing the Trademarks will be displayed, including GUESS's consent to any form of presentation to be used by LICENSEE. LICENSEE shall provide GUESS with all information requested concerning all tradeshows. (g) Prior to LICENSEE's sale of any Closeouts, LICENSEE shall furnish to GUESS a Product description of such Closeouts and the proposed selling price. GUESS shall have the option (but not the obligation) to purchase all or any part of such Closeouts from LICENSEE prior to sale to any third party, upon the following terms: (i) GUESS shall notify LICENSEE of its intention, if any, to exercise this option and which respect of the Closeouts are to be purchased, within ten (10) business days after GUESS's receipt of the Product description of the Closeouts; (ii) the purchase price and terms relating to the Products for Closeouts shall be the same price and terms relating to the Products LICENSEE plans to offer a third party; and (iii) LICENSEE shall deliver Closeouts purchased by GUESS within fifteen (15) business days after receipt of the notice of GUESS's intention to purchaserequired insurances.