Common use of Marketing of the Products Clause in Contracts

Marketing of the Products. 3.1 Windsong shall use its best efforts to exploit the rights herein granted, maximize sales and obtain as broad a distribution of the Products in the Territory as is reasonably possible consistent with the Company's high prestige and the maintenance of the Company's good will; provided, however, that none of the Products sold hereunder shall be sold to accounts which are not approved by the Company. Windsong shall provide the Company with a complete account list on an annual basis. Windsong acknowledges that the Products sold hereunder shall be sold in a manner so not to injure or in any manner diminish the substantial good will and prestige associated with items sold under the Trademark or that would otherwise injure the prestige and good will of the Company or the Trademark. 3.2 Windsong shall be responsible for the sale of the Products through its sales force and, unless otherwise specifically provided for herein, for all matters relating to such sales, including without limitation, credit determination, billing and shipping. 3.3 Windsong shall establish, maintain and operate a full time showroom for the display of the Products in New York, NY. In addition, Windsong shall display Products semi-annually at the Magic Trade Show in Las Vegas, Nevada. All matters involving the display shall have the prior written approval of the Company. 3.4 Windsong shall cause appropriate copyright, trademark, service xxxx or other notice desired by the Company relative to the Trademark to appear on or with all labels, cartons, containers, packing or wrapping material, advertising, art work, designs, promotional or display material bearing the Trademark. Copies of each and every tag, label, imprint, or other device containing any such notice, trademark or otherwise relating to the Products and all advertising, art work, designs, packaging, promotional, display or publicity material bearing the Trademark including press releases, annual reports and promotional brochures (with respect to material pertaining to the Company or Trademark only) and promotional brochures shall be submitted by Windsong to the Company for its written approval prior to use by Windsong, which approval or rejection shall be given within five (5) working days of receipt thereof. Failure to respond within such time shall be deemed approval. None of such material shall bear the name of any other firm or person, except that certain advertising may bear the name of retail establishments with which Windsong is doing cooperative advertising. All such material shall be of a taste level consistent with the Company's reputation and image and shall be delivered to the Company in a timely manner so as to allow for due consideration and modification by the Company. Approval by the Company shall not constitute waiver of the Company's rights or Windsong's duties under any provision hereof. Windsong shall not vary the Trademark. 3.5 Windsong and the Company shall jointly prepare prior to year end a written annual marketing plan detailing their strategies for the ensuing period, with respect to sales, marketing, advertising and sales support.

Marketing of the Products. 3.1 Windsong 10.1 Licensee shall use its best commercially reasonable efforts to exploit the rights herein granted, maximize sales and obtain as broad a distribution of the Products in the Territory as is reasonably possible commercially reasonable, consistent with the Company's Licensor’s high prestige and the maintenance of the Company's good will; provided, however, that none of the Products sold hereunder shall be sold to accounts which are not approved by the CompanyLicensor’s goodwill. Windsong shall provide the Company with a complete account list on an annual basis. Windsong Licensee acknowledges that the Products sold hereunder shall be sold in a manner so as not to injure or in any manner diminish the substantial good will goodwill and prestige associated with items sold under the Trademark or that would otherwise injure the prestige and good will goodwill of the Company or Licensor and/or the Trademark. Notwithstanding the foregoing, Licensee shall set its own prices for Articles at its sole discretion. 3.2 Windsong 10.2 Licensee shall be responsible for the sale of the Products through its sales force and, unless otherwise specifically provided for herein, for all matters relating to such salessales including, including without limitation, credit determination, billing and shipping. 3.3 Windsong shall establish, maintain and operate a full time showroom for the display of 10.3 Licensee may sell or distribute the Products in New Yorkthrough any distribution channels, NY. In additionprovided, Windsong shall display Products semi-annually at the Magic Trade Show in Las Vegashowever, Nevada. All matters involving the display shall have that Licensee may not, without the prior written approval consent of the CompanyLicensor, sell discounted or off-price Products through any distribution channels other than those through which Licensor currently sells or has sold its merchandise. 3.4 Windsong shall cause appropriate copyright10.4 Licensee agrees to affix to any Products and any format, trademarkdesign, service xxxx carton, container, hang-tag, or other notice desired by the Company relative to the Trademark to appear on packaging or with all labels, cartons, containers, packing or wrapping materialwrapping, advertising, art work, designs, promotional promotion or display material bearing which depicts any of the TrademarkProperty, the appropriate trademark and/or copyright notice, including the symbol “®” or “TM” affixed, if applicable, or such other notice approved by Licensor in writing. Licensee further agrees to affix to any such material, all other reasonable notices of trademark and copyright as requested by Licensor. Copies of each and every tag, label, imprint, or other device item containing any such notice, trademark or otherwise relating to the Products and all advertising, art work, designs, packaging, promotional, display or publicity material bearing the Trademark including press releases, annual reports releases and promotional brochures (with respect to material pertaining to Licensor or the Company or Trademark only) and promotional brochures shall be submitted by Windsong Licensee to the Company Licensor for its written approval prior to use by Windsong, which approval or rejection shall be given within five (5) working days of receipt thereof. Failure to respond within such time shall be deemed approval. None of such material shall bear the name of any other firm or person, except that certain advertising may bear the name of retail establishments with which Windsong is doing cooperative advertisingLicensee. All such material shall be of a taste level consistent with the Company's Licensor’s reputation and image and shall be delivered to the Company Licensor in a timely manner so as to allow for due consideration and modification by the CompanyLicensor. Approval by the Company Licensor shall not constitute waiver of the Company's Licensee’s rights or Windsong's Licensee’s duties under any provision hereof. Windsong Licensee shall not vary the Trademark. 3.5 Windsong and the Company shall jointly prepare prior to year end a written annual marketing plan detailing their strategies for the ensuing period, with respect to sales, marketing, advertising and sales support.