Common use of Marketing and Trademarks Clause in Contracts

Marketing and Trademarks. During the Term of this Agreement, VeriChip is hereby granted a license to Company’s trademarks and trade dress so as to assist it in selling the Developed Products and other products that may come within the scope of this Agreement. VeriChip shall not make any statements, claims, representations or warranties regarding the Developed Products that are false, misleading or which violate any Applicable Law. VeriChip acknowledges that in order to avoid the dissemination of unapproved marketing or promotional information, including use of the Company’s trademarks and trade dress, the Company has established a standard operating procedure with respect to the review and approval of labeling and advertising materials (the “Promotional SOP”), a copy of which is attached hereto as Exhibit A and incorporated herein by reference. The Company shall have the right to amend the Promotional SOP from time to time (provided that any such amendment to the Promotional SOP shall not impose additional limitations which adversely affect VeriChip’s ability to market the Developed Products except to the extent necessary to conform to applicable law), and shall promptly provide a copy of such revised SOP to VeriChip. Upon receipt of a revised Promotional SOP by VeriChip, such revised Promotional SOP shall be deemed to be incorporated into this Agreement for all purposes. VeriChip shall provide to Company all advertising and printed materials regarding VeriChip’s sale and marketing of the Developed Products prior to dissemination thereof by submitting Promotional Material Review and Approval Form in the manner contemplated by the Promotional SOP. The Company will promptly review the proposed materials in accordance with the Promotional SOP and will advise VeriChip of its determination whether such proposed materials are acceptable for release, and if the Company determines that such materials are not acceptable for release in the form submitted, shall advise VeriChip in as much detail as practicable of the reasons why such materials are unacceptable. Further, Company shall have the right to review and approve VeriChip’s website materials pertaining to the Developed Products. VeriChip shall maintain ownership of those Intellectual Property rights relating to its Website. VeriChip retains all rights in and to, and Company shall have no right to use, display or refer to, VeriChip’s marks (including the designation “VeriChip”) without VeriChip’s advance written approval, which approval shall not be unreasonably withheld or delayed.