Common use of Marks and Proprietary Rights Clause in Contracts

Marks and Proprietary Rights. (a) The Service Provider acknowledges the Company's exclusive ownership of the Company's trade names, service marks and trademarks, and all logos and derivations thereof, and all names and marks licensed to the Company (collectively, the "Marks"). DISTRIBUTION SERVICES AGREEMENT Rolls-Royce Corporation Page 22 (b) Any proposed use of the Marks in connection with the activities contemplated under this Agreement shall require the prior written authorization of Rolls-Royce plc, which may be given or withheld on a case by case basis in its discretion. If permission to use the marks is granted, the Service Provider shall strictly adhere to all instructions, limitations and restrictions placed upon such use, and shall take any necessary steps to protect the Marks in each jurisdiction of use. The Service Provider further agrees to cease use of the Marks or otherwise restrict use of materials bearing the Marks whenever so instructed by the Company or Rolls-Royce plc. No action taken or approval given pursuant to the foregoing shall in any way create any express or implied rights in or license in favor of the Service Provider with respect to the Marks. (c) Upon termination of this Agreement, the Service Provider shall cease using all Marks and Xxxx-bearing stationery, business cards, sales literature and the like, except as necessary to dispose of Products then in Service Provider's inventory and any reference in Service Provider's previously published catalogues. The Service Provider will have no obligation to return such materials to the Company. Thereafter, the Service Provider shall no longer use any of the Marks, except as permitted by law.

Marks and Proprietary Rights. (a) The Service Provider Distributor acknowledges the Company's exclusive ownership of the Company's trade names, service marks and trademarks, and all logos and derivations thereof, and all names and marks licensed to the Company (collectively, the "Marks)"). DISTRIBUTION SERVICES AGREEMENT Rolls-Royce Corporation Page 22. (b) Any proposed use of the Marks in connection with the activities contemplated under this Agreement shall require the prior written authorization of Rolls-Royce plc, which may be given or withheld on a case by case basis in its discretion. If permission to use the marks is granted, the Service Provider Distributor shall strictly adhere to all instructions, limitations and restrictions placed upon such use, and shall take any necessary steps to protect the Marks in each jurisdiction of use. The Service Provider Distributor further agrees to cease use of the Marks or otherwise restrict use of materials bearing the Marks whenever so instructed by the Company or Rolls-Royce plc. No action taken or approval given pursuant to the foregoing shall in any way create any express or implied rights in or license in favor of the Service Provider Distributor with respect to the Marks. (c) Upon termination of this Agreement, the Service Provider Distributor shall cease using all Marks and XxxxMark-bearing xxxring stationery, business cards, sales literature and the like, except as necessary to dispose of Products then in Service ProviderDistributor's inventory and any reference in Service ProviderDistributor's previously published catalogues. The Service Provider Distributor will have no obligation to return such materials to the Company. Thereafter, the Service Provider DISTRIBUTION SERVICES AGREEMENT Allixxx Xxxine Company d/b/a Rolls-Roycx Xxxxxxx Xxxe 19 Distributor shall no longer use any of the Marks, except as permitted by law.

Marks and Proprietary Rights. (a) The Service Provider acknowledges the Company's GE’s exclusive ownership of the Company's GE’s trade names, service marks and trademarks, and all logos and derivations thereof, and all names and marks licensed to the Company GE (collectively, the "“Marks"”). DISTRIBUTION SERVICES AGREEMENT Rolls-Royce Corporation Page 22. (b) Any proposed use of the Marks in connection with the activities contemplated under this Agreement shall require the prior written authorization of Rolls-Royce plcGE, which may be given or withheld on a case by case-by-case basis in its GE’s discretion. If permission to use the marks Marks is granted, the Service Provider shall strictly adhere to all instructions, limitations and restrictions placed upon such use, and shall take any necessary steps to protect the Marks CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY AVIALL, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS DOCUMENT WITH “***”. DISTRIBUTION SERVICES AGREEMENT General Electric Company in each jurisdiction of use. The Service Provider further agrees to cease use of the Marks or otherwise restrict use of materials bearing the Marks whenever so instructed by the Company or Rolls-Royce plcGE except as noted below. No action taken or approval given pursuant to the foregoing shall in any way create any express or implied rights in or license in favor of the Service Provider with respect to the Marks. The Service Provider shall cooperate to the fullest extent possible with GE to take such action as GE, in its sole discretion, may consider necessary to protect the Marks. (c) Upon termination of this Agreement, the Service Provider shall cease using all Marks and Xxxx-bearing stationery, business cards, sales literature and the like, except as necessary appropriate to dispose of Products then in Service Provider's ’s inventory and any reference in Service Provider's ’s previously published catalogues. The Service Provider will have no obligation to return such materials to the Company. Thereafter, the Service Provider shall no longer use any of the Marks, except as permitted by law.

Marks and Proprietary Rights. (a) The Service Provider acknowledges the Company's exclusive ownership of the Company's trade names, service marks and trademarks, and all logos and derivations thereof, and all names and marks licensed to the Company (collectively, the "Marks"). <PAGE> DISTRIBUTION SERVICES AGREEMENT Rolls-Royce Corporation Page 22 (b) Any proposed use of the Marks in connection with the activities contemplated under this Agreement shall require the prior written authorization of Rolls-Royce plc, which may be given or withheld on a case by case basis in its discretion. If permission to use the marks is granted, the Service Provider shall strictly adhere to all instructions, limitations and restrictions placed upon such use, and shall take any necessary steps to protect the Marks in each jurisdiction of use. The Service Provider further agrees to cease use of the Marks or otherwise restrict use of materials bearing the Marks whenever so instructed by the Company or Rolls-Royce plc. No action taken or approval given pursuant to the foregoing shall in any way create any express or implied rights in or license in favor of the Service Provider with respect to the Marks. (c) Upon termination of this Agreement, the Service Provider shall cease using all Marks and Xxxx-bearing stationery, business cards, sales literature and the like, except as necessary to dispose of Products then in Service Provider's inventory and any reference in Service Provider's previously published catalogues. The Service Provider will have no obligation to return such materials to the Company. Thereafter, the Service Provider shall no longer use any of the Marks, except as permitted by law. 14. Limitation of Damages; Indemnification. (a) WITH REGARD TO CLAIMS BETWEEN THE PARTIES, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF ANY OBLIGATION, BREACH ACT OR OMISSION IN CONNECTION WITH THE PERFORMANCE OF THE AGREEMENT, REGARDLESS OF WHETHER THE CLAIM IS FOR BREACH OF CONTRACT, BREACH WARRANTY, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE. (b) With regard to claims from third parties; the Company shall hold Service Provider harmless and indemnify it from and against any and all claims, losses, costs, damages and expenses (including reasonable attorney's fees) which Service Provider may suffer as a result of any loss to the persons or property of a third party arising directly or indirectly from use of a Product; provided, however, that the Company shall have no such obligation to indemnify or hold Service Provider harmless from any matters covered by Service Provider's indemnity below. Service Provider shall hold the Company harmless and indemnify it from and against any and all claims, <PAGE> DISTRIBUTION SERVICES AGREEMENT Rolls-Royce Corporation Page 23 losses, costs, damages and expenses (including reasonable attorney's fees) which Company may suffer as a result of any loss to the person or property of a third person arising directly or indirectly from the wrongful or negligent action or inaction of Service Provider, or any other third party acting on its behalf or under its direction with regard to the Products; provided however, that the Service Provider shall have no such obligation to indemnify or hold the Company harmless from any matters covered by Company's indemnity above.

Marks and Proprietary Rights. (a) The Service Provider acknowledges the Company's GE’s exclusive ownership of the Company's GE’s trade names, service marks and trademarks, and all logos and derivations thereof, and all names and marks licensed to the Company GE (collectively, the "“Marks"”). DISTRIBUTION SERVICES AGREEMENT Rolls-Royce Corporation Page 22. (b) Any proposed use of the Marks in connection with the activities contemplated under this Agreement shall require the prior written authorization of Rolls-Royce plcGE, which may be given or withheld on a case by case-by-case basis in its GE’s discretion. If permission to use the marks Marks is granted, the Service Provider shall strictly adhere to all instructions, limitations and restrictions placed upon such use, and shall take any necessary steps to protect the Marks General Electric Company in each jurisdiction of use. The Service Provider further agrees to cease use of the Marks or otherwise restrict use of materials bearing the Marks whenever so instructed by the Company or Rolls-Royce plcGE except as noted below. No action taken or approval given pursuant to the foregoing shall in any way create any express or implied rights in or license in favor of the Service Provider with respect to the Marks. The Service Provider shall cooperate to the fullest extent possible with GE to take such action as GE, in its sole discretion, may consider necessary to protect the Marks. (c) Upon termination of this Agreement, the Service Provider shall cease using all Marks and Xxxx-bearing stationery, business cards, sales literature and the like, except as necessary appropriate to dispose of Products then in Service Provider's ’s inventory and any reference in Service Provider's ’s previously published catalogues. The Service Provider will have no obligation to return such materials to the Company. Thereafter, the Service Provider shall no longer use any of the Marks, except as permitted by law.