Common use of Manufacture of Licensed Products Clause in Contracts

Manufacture of Licensed Products. Quality Control. (i) The contents and workmanship of Licensed Products shall be at all times of the highest quality consistent with the reputation, image and prestige of the Licensed Xxxx, and Licensed Products shall be distributed and sold with packaging and sales promotion materials appropriate for such high quality products. The Parties agree that the Licensed Products shall be of the same or similar premium quality and prestige as that of the Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxxx Xxxxx fragrance brands as of the date of this Agreement. (ii) All Licensed Products shall be manufactured, labeled, sold, distributed and advertised in accordance with all applicable national, state and local laws and regulations. (iii) Licensee shall submit to Licensor the fragrance, scent, packaging and other material, designs, pre-production samples, design concepts, sketches, colors, tags, containers and labels and advertising and marketing materials and any other matter utilizing the Licensed Xxxx or Associated Matter for Licensor's review and approval, which approval shall not be unreasonably withheld: however, should Licensor fail to respond to written requests for approval within twenty (20) days of receipt of such requests, Licensor shall be deemed to have approved the item or items for which approval was requested. (iv) During the Term of this Agreement, upon Licensor's request, Licensee shall submit, free of charge to Licensor, a then current production sample of each Licensed Product marketed. Production samples submitted by Licensee for this purpose may be retained by Licensor and Licensor will pay Licensee for any additional production samples Licensor requests and retains at prices equal to Licensee's actual costs. All Licensed Products to be sold hereunder shall be at least equal in quality to the samples presented to Licensor. Licensor and its duly authorized representatives shall have the right, upon reasonable advance notice and during normal business hours, at Licensor's expense, to examine Licensed Products in the process of being manufactured and to inspect all facilities utilized by Licensee or its sub- licensee in connection therewith.

Manufacture of Licensed Products. Quality Control. (i) The contents 9.1 Licensee shall seek to enter relationships, on competitive terms and workmanship pricing, directly with Licensor’s current product manufacturers of Licensed Products for the purchase of future Licensed Product. Licensor’s product tooling and molds shall be at all times preferably used, where applicable. Licensee shall be responsible for inventory and supply management of such future Licensed Product inventory. 9.2 Notwithstanding Section 9.1, in the highest quality consistent with event Licensor’s current product manufacturers are unable to provide competitive terms and pricing for the reputationmanufacture of Licensed Products, image and prestige Licensee may use other third party sub-contractors for the manufacture of the Licensed XxxxProducts. To the extent that Licensee determines to use a third party manufacturer, Licensee shall provide notice to Licensor of its intent to use such third party manufacturer. Unless otherwise agreed to by the parties in writing, Licensor shall have seven (7) business days from receipt of Licensee’s notice to object in writing and Licensed Products shall be distributed and sold with packaging and sales promotion materials appropriate explaining the basis for such high quality productsits objections. The Parties agree that the to work in good faith pursuant to Section 6.1 to resolve any such or future objections by Licensor regarding manufacturers of Licensed Products shall be of the same or similar premium quality and prestige as that of the Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxxx Xxxxx fragrance brands as of the date of this AgreementProducts. (ii) All 9.3 Licensor shall provide Licensee with the right to use Licensor’s existing tooling and molds, including the right to modify such tooling and molds as necessary, exclusively for the production of Licensed Products shall be manufacturedProducts; provided, labeled, sold, distributed and advertised in accordance with all applicable national, state and local laws and regulations. (iii) Licensee shall submit to Licensor the fragrance, scent, packaging and other material, designs, pre-production samples, design concepts, sketches, colors, tags, containers and labels and advertising and marketing materials and any other matter utilizing the Licensed Xxxx or Associated Matter for Licensor's review and approval, which approval shall not be unreasonably withheld: however, should Licensor fail to respond to written requests for approval within twenty (20) days of receipt of such requests, Licensor shall retain sole ownership of such tooling and molds which shall be deemed to have approved the item or items for which approval was requested. (iv) During the Term of this Agreement, upon Licensor's request, Licensee shall submit, free of charge returned to Licensor, a then current production sample at Licensor’s expense, upon termination or expiration of each the Agreement. Licensor shall provide commercially reasonable assistance to Licensee to relocate Licensor’s existing tooling and molds to new third party manufacturers. 9.4 All costs of manufacture, product development, purchase, marketing, inventory and supply management, distribution, and sale of any future Licensed Product marketed. Production samples submitted inventory incurred by Licensee shall be borne solely by Licensee. Licensee shall be solely responsible for this purpose may be retained by Licensor managing and Licensor will pay Licensee fulfilling warranty claim obligations for any additional production samples Licensor requests and retains at prices equal to Licensee's actual costs. All future Licensed Products to be sold hereunder shall be at least equal in quality to the samples presented to Licensor. Licensor and its duly authorized representatives shall have the right, upon reasonable advance notice and during normal business hours, at Licensor's expense, to examine Licensed Products in the process of being manufactured and to inspect all facilities utilized by Licensee or its sub- licensee in connection therewithProduct inventory.

Manufacture of Licensed Products. Quality Control(a) For purposes of this Agreement a "Third Party Manufacturer" shall be defined as an entity or an individual which or whom Licensee or any Sublicensee either hires or pays to manufacture the Licensed Products. A "subcontractor" shall be defined as an entity or an individual which or whom a Third Party Manufacturer either hires or pays to perform the manufacturing tasks which the Third Party Manufacturer could otherwise perform itself at its own facility or through its own employees and staff. A "supplier" shall be defined as an individual or entity who produces components for the Licensed Products, and provides such components to manufacturer in order to assemble the finished Licensed Products. Examples of a supplier include, but are not limited to, fabric/trim manufacturers, yarn manufacturers, button manufacturers, or zipper manufacturers, provided that such named manufacturers do not contribute further to the manufacture of the finished Licensed Products. (ib) The contents and workmanship Licensee shall not permit Sublicensees to enter into any agreement with any Third Party Manufacturer, subcontractor or supplier for the manufacture of Licensed Products without the prior written consent of Licensor, which consent must be obtained within three (3) months prior to commencing production. In order to maintain Licensor's high standard of quality control and to insure that appropriate measures are taken against counterfeiting, Licensee's notice to Licensor shall include all of the following information: (i) name and address of each proposed Third Party Manufacturer, subcontractor or supplier; (ii) type of Licensed Products to be manufactured; (iii) quantity of Licensed Products to be manufactured; and (iv) any other relevant information. Licensee will also require Sublicensees to obtain the signature of an authorized representative from each Third Party Manufacturer, subcontractor or supplier used by Sublicensee on a brief agreement, in a form prepared by Licensor, designated to protect Licensor's rights in the Trademark (see Exhibit F). Licensee acknowledges that it shall remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of such subcontracting arrangements. (c) Attached hereto as Exhibit G is Licensor's Supplier Code of Conduct (the "Code") which applies to any entity manufacturing merchandise under the Xxxxx Xxxxxxxx(R) label (including the components thereof). Licensee shall ensure that Licensee, and all Sublicensees, Third Party Manufacturers, subcontractors and suppliers comply with the terms of the Code and shall evidence such compliance by, (1) upon execution of this Agreement, Licensee executing the Code and having all of Licensee=s Sublicensees, Third Party Manufacturers, subcontractors and suppliers executed the Code in the form as attached or such other form as may be provided by Company from time to time, and returning such document to Licensor, and having all Sublicensees do the same with respect to each of their Third Parties, and (2) publicly displaying and having all of Licensee's Sublicensees, Third Party Manufacturers, subcontractors and suppliers display the Code, in the most current form provided by Licensor, in a clearly visible location in Licensee's manufacturing facilities (if applicable) and in the manufacturing facilities of all of Licensee's Sublicensees, Third Party Manufacturers, subcontractors and suppliers, and having all Sublicensees require their Third Parties to do the same, at all times of during the highest quality consistent with the reputation, image and prestige of the Licensed Xxxx, and Licensed Products shall be distributed and sold with packaging and sales promotion materials appropriate for such high quality products. The Parties agree that the Licensed Products shall be of the same or similar premium quality and prestige as that of the Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxxx Xxxxx fragrance brands as of the date term of this Agreement. (d) Licensee acknowledges that it has in effect (or will promptly develop) and that all of its Sublicensees have in effect (or will promptly develop), to the satisfaction of Licensor, a program of monitoring manufacturing facilities operated by Licensee, Sublicensee, and Licensee's and Sublicensee's Third Party Manufacturers, subcontractors and suppliers which is sufficient to ensure their compliance with the Code and all applicable state, local and foreign laws and regulations pertaining to wages, overtime compensation, benefits, hours, hiring and employment, workplace conditions and safety, the environment, collective bargaining, freedom of association and that their products or and the components thereof are made without the use of child (persons under the age of 15 or younger than the age for completing compulsory education, if that age is higher than 15), prison, indentured, exploited bonded, forced or slave labor. Such compliance shall be evidenced by Licensee, upon execution of this Agreement, executing and abiding by, and requiring all Sublicensees to execute and abide by, the Certification in the form as attached hereto as Exhibit H, and executing and abiding by, and requiring all Sublicensees to execute and abide by, such other form as may be provided by Licensor from time to time. (e) Within thirty (30) days after a new arrangement with a Sublicensee, Third Party Manufacturer or subcontractor is established, Licensee shall inspect each of Licensee's Sublicensee, Third Party Manufacturer or subcontractor and provide approval, in writing, signed by an authorized employee or agent of Licensee that such Sublicensee, Third Party Manufacturer or subcontractor is in compliance with Paragraph 8.9(d) above, and shall obtain and provide to Licensor the signature of an authorized representative from each of such parties on a Third Party Manufacturing Agreement in the form as Exhibit F attached hereto, or such other form as may be provided by Licensor from time to time, and Licensee shall require all Sublicensees to do the same with respect to each of their Third Party Manufacturers and subcontractors. Within thirty (30) days after a new arrangement with a supplier is established, Licensee shall obtain and provide to Licensor the signature of an authorized representative from each supplier on a Certification in the form as Exhibit H attached hereto, or such other form as may be provided by Licensor from time to time, and Licensee shall require all Sublicensees to do the same with respect to each of their suppliers. In the event that Licensee has knowledge of, has reason to believe, or should have reason to know that any Sublicensee, Third Party Manufacturer, subcontractor or supplier of Licensee is in breach of the Third Party Manufacturing Agreement or Certification, or if any Sublicensee has knowledge of, has reason to believe, or should have known that any of its Third Parties is in breach of the Third Party Manufacturing Agreement or Certification, Licensee shall immediately notify Licensor and Licensee, shall, at its sole expense, take, and shall require its Sublicensee to take, immediate action to rectify such breach, including, where Licensor deems it necessary, immediate termination of Licensee's or Sublicensee=s relationship with such third party. If Licensee or any Sublicensee fails to take immediate action or such action is not successful, Licensee shall assign its rights to proceed against such Sublicensee, Third Party Manufacturer, subcontractor or supplier to Licensor and shall require its Sublicensee to do the same, and Licensor shall, at Licensee's expense, have the right to pursue all available remedies to protect its rights. Notwithstanding the foregoing, Licensee acknowledges that it shall remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of the production of Licensed Products hereunder. (f) In order to maintain Licensor's high standard of quality control and to insure that appropriate measures are taken against counterfeiting, Licensee shall provide notice to Licensor, on a quarterly basis, including all of the following information: (i) the name and address of each Sublicensee, Third Party Manufacturer, subcontractor and supplier of Licensee and any Sublicensee; (ii) All the type of Licensed Products manufactured by such Sublicensee, Third Party Manufacturer and subcontractor; (iii) quantity of Licensed Products to be manufactured by each such entity; (iv) the type of components provided by each supplier; and (iv) any other relevant information regarding all such entities. (g) Licensee shall ensure, and will require all Sublicensees shall ensure, that all merchandise manufactured hereunder shall be manufactured, labeled, sold, distributed and advertised manufactured in accordance compliance with all applicable nationalfederal, state and local laws which pertain to the manufacture of clothing, apparel, and regulationsother merchandise including the Flammable Fabrics Act, as amended, and regulations thereunder and Manufacturer guarantees, that with regard to all products, fabrics or related materials used in the manufacture of the Products, for which flammability standards have been issued, amended or continued in effect under the Flammable Fabrics Act, as amended, reasonable and representative tests, as prescribed by the Consumer Product Safety Commission, have been performed which show that the Products at the time of their shipment or delivery conform to the above-referenced flammability standards as are applicable. (h) All Licensed Products manufactured in the United States (whether by Licensee, any Sublicensee, by Licensee's or any Sublicensee's manufacturer or by manufacturers' contractors) shall be in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and all regulations and orders of the United States Department of Labor under Section 14 thereof, and applicable state and local laws pertaining to child labor, minimum wage and overtime compensation; and, all Licensed Products manufactured outside the United States, (whether by Licensee, any Sublicensee, by Licensee's or any Sublicensee's manufacturer or by manufacturers' contractors) shall be manufactured in compliance with the wage, overtime compensation, benefits, hour, hiring and employment, workplace conditions and safety, environmental, collective bargaining, freedom of association laws of the country of manufacture and without the use of child (persons under the age of fifteen or younger than the age for completing compulsory education, if that age is higher than 15), prison, indentured, exploited bonded, forced or slave labor. (i) Licensee will require, and shall ensure that all Sublicensees require, that all commercial invoices (bills of lading) which accompany all Licensed Products must include the following language (either preprinted or "stamped"): "We hereby certify that the merchandise (including components thereof) covered by this shipment was manufactured in compliance with the Xxxxx Xxxxxxxx Supplier Code of Conduct and: (1) if the merchandise was manufactured in the United States, it was manufactured in compliance with (a) sections 6, 7, and 12 of the Fair Labor Standards Act, as amended and all regulations and orders of the United States Department of Labor under section 14 thereof, and (b) state and local laws pertaining to child labor, minimum wage and overtime compensation; or (2) if the merchandise was manufactured outside the United States, it was manufactured in compliance with the wage and hour laws of the country of manufacture and without the use of child (persons under the age of 15 or younger than the age for completing compulsory education, if that age is higher than 15), prison, indentured, exploited bonded, forced or slave labor. We further certify that we have in effect a program of monitoring our subcontractors and suppliers and other designated contract facilities which manufacture Xxxxx Xxxxxxxx/R/ brand merchandise for compliance with the foregoing. We also certify that the merchandise is in compliance with all laws governing the designation of country of origin and, if applicable, is being shipped under legally issued and valid export license or visa." (j) Licensee shall not utilize or permit any Sublicensee, Third Party Manufacturer, subcontractor or supplier, and shall require all Sublicensees to not permit any of their Third Parties, to utilize in the manufacture or treatment of any Licensed Products (including the components thereof) manufactured hereunder any Azo dyes that can be split into any of the following amines: CAS # ----- 4-Aminobiphenlyl 92-67-1 Benzidine 92-87-5 4-Chloro-o-toluidine 95-69-2 2-Naphthylamin 91-59-8 o-Aminoazotoluol 97-56-3 2-amino-4-nitrotoluol 99-55-8 p-Chloroaniline 106-47-8 2,4-Diaminoanisole 615-05-4 4,4'-Diaminodiphenylmethane 101-77-9 3,3'-Dichlorbenzidin 91-94-1 Aminoanabenzane CAS # ----- 3,3'-Dimethoxybenzidine 119-90-4 3,3'-Dimethylbenzadine 119-93-7 3,3'-Dimethyl- 838-88-0 4,4'diaminodiphenylmethane p-Kresidin 120-71-8 4,4'Methaylen-bis-(2-chloranilin) 101-14-4 4,4'Oxydianiline 101-80-4 4,4'Thiodianiline 139-65-1 o-Toluidine 95-53-4 2,4-Toluylenediamine 95-80-7 2,4,5-Trimethylaniline 137-17-7 o-Anisidine (k) Licensee's use or the use by any Sublicensee, Third Party Manufacturer, subcontractor or supplier of the following chemicals in connection with the manufacturer or treatment of any Licensed Products (including the components thereof) manufactured hereunder, shall be in accordance with the following standards or such other standards Licensor may designate from time to time: (i) Formaldehyde: Must be less than 300 p.p.m. when tested in by ------------ the Acetylacetone method in accordance with Japanese law 112. (ii) Pentachlorophenol (Pesticides): Must be less than 5 p.p.m. ------------------------------ (iii) Licensee shall submit to Licensor Nickel: In the fragranceevent any metal parts of a garment or ------ other merchandise coming into contact with the skin, scentcontain nickel in excess of 0.5 micrograms per square centimeter/week, packaging Company must be so notified and other material, designs, pre-production samples, design concepts, sketches, colors, tags, containers and special warning labels and advertising and marketing materials and any other matter utilizing the Licensed Xxxx or Associated Matter for Licensor's review and approval, which approval shall not be unreasonably withheld: however, should Licensor fail to respond to written requests for approval within twenty (20) days of receipt of such requests, Licensor shall be deemed to have approved the item or items for which approval was requested. (iv) During the Term of this Agreement, upon Licensor's request, Licensee shall submit, free of charge to Licensor, a then current production sample of each Licensed Product marketed. Production samples submitted by Licensee for this purpose may be retained by Licensor and Licensor will pay Licensee for any additional production samples Licensor requests and retains at prices equal to Licensee's actual costs. All Licensed Products need to be sold hereunder shall be at least equal in quality attached to the samples presented to Licensorgarment." 3. Licensor Paragraph 8.11 of the License Agreement is hereby deleted in its entirety and its duly authorized representatives shall have is replaced by the right, upon reasonable advance notice and during normal business hours, at Licensor's expense, to examine Licensed Products in the process of being manufactured and to inspect all facilities utilized by Licensee or its sub- licensee in connection therewith.following:

Manufacture of Licensed Products. Quality Control. (i) The contents 9.1 Licensee shall seek to enter relationships, on competitive terms and workmanship pricing, directly with Licensor’s current product manufacturers of Licensed Products for the purchase of future Licensed Product. Licensor’s product tooling and molds shall be at all times preferably used, where applicable. Licensee shall be responsible for inventory and supply management of such future Licensed Product inventory. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. 9.2 Notwithstanding Section 9.1, in the highest quality consistent with event Licensor’s current product manufacturers are unable to provide competitive terms and pricing for the reputationmanufacture of Licensed Products, image and prestige Licensee may use other third party sub-contractors for the manufacture of the Licensed XxxxProducts. To the extent that Licensee determines to use a third party manufacturer, Licensee shall provide notice to Licensor of its intent to use such third party manufacturer. Unless otherwise agreed to by the parties in writing, Licensor shall have seven (7) business days from receipt of Licensee’s notice to object in writing and Licensed Products shall be distributed and sold with packaging and sales promotion materials appropriate explaining the basis for such high quality productsits objections. The Parties agree that the to work in good faith pursuant to Section 6.1 to resolve any such or future objections by Licensor regarding manufacturers of Licensed Products shall be of the same or similar premium quality and prestige as that of the Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxxx Xxxxx fragrance brands as of the date of this AgreementProducts. (ii) All 9.3 Licensor shall provide Licensee with the right to use Licensor’s existing tooling and molds, including the right to modify such tooling and molds as necessary, exclusively for the production of Licensed Products shall be manufacturedProducts; provided, labeled, sold, distributed and advertised in accordance with all applicable national, state and local laws and regulations. (iii) Licensee shall submit to Licensor the fragrance, scent, packaging and other material, designs, pre-production samples, design concepts, sketches, colors, tags, containers and labels and advertising and marketing materials and any other matter utilizing the Licensed Xxxx or Associated Matter for Licensor's review and approval, which approval shall not be unreasonably withheld: however, should Licensor fail to respond to written requests for approval within twenty (20) days of receipt of such requests, Licensor shall retain sole ownership of such tooling and molds which shall be deemed to have approved the item or items for which approval was requested. (iv) During the Term of this Agreement, upon Licensor's request, Licensee shall submit, free of charge returned to Licensor, a then current production sample at Licensor’s expense, upon termination or expiration of each the Agreement. Licensor shall provide commercially reasonable assistance to Licensee to relocate Licensor’s existing tooling and molds to new third party manufacturers. 9.4 All costs of manufacture, product development, purchase, marketing, inventory and supply management, distribution, and sale of any future Licensed Product marketed. Production samples submitted inventory incurred by Licensee shall be borne solely by Licensee. Licensee shall be solely responsible for this purpose may be retained by Licensor managing and Licensor will pay Licensee fulfilling warranty claim obligations for any additional production samples Licensor requests and retains at prices equal to Licensee's actual costs. All future Licensed Products to be sold hereunder shall be at least equal in quality to the samples presented to Licensor. Licensor and its duly authorized representatives shall have the right, upon reasonable advance notice and during normal business hours, at Licensor's expense, to examine Licensed Products in the process of being manufactured and to inspect all facilities utilized by Licensee or its sub- licensee in connection therewithProduct inventory.