Common use of Misuse Clause in Contracts

Misuse. LICENSEE shall cooperate fully and promptly with GUESS in the protection of GUESS's rights to the Trademarks and the IP Rights, as GUESS may request from time to time. Without limitation to the foregoing, LICENSEE shall be responsible for monitoring the Territory for any infringement, counterfeiting or other misuse of the Trademarks and the IP Rights. LICENSEE, at its own expense, shall take action immediately to stop (a) any minor (from * to * total MSRP) infringement, counterfeiting or other misuse of the Trademarks or the IP Rights in connection with any products or services, not just the Products, and (b) any minor (from * to * total MSRP) diversion of, or grey market activities concerning, the Products. In such actions, LICENSEE shall use attorneys and investigators approved by GUESS. GUESS or LICENSEE may take action for any infringement or diversion under the * (minor) threshold amount. LICENSEE shall indemnify GUESS against all losses, damages, attorneys' fees, judgments or other costs or expenses incurred or suffered by GUESS as a result of such actions taken by LICENSEE. LICENSEE shall notify GUESS immediately by telephone and facsimile of any and all substantial (over * total MSRP) cases of infringement, counterfeiting or misuse of the Trademarks or IP Rights and substantial (over * total MSRP) cases of diversion of the Products. In all cases, GUESS shall have the right, but not the obligation, to participate with LICENSEE in any action to stop such activities, or to take complete control over such action. In any case where GUESS takes action to stop such activities, GUESS may charge LICENSEE up to * of all costs incurred relating to such actions. Any monetary recovery obtained in actions taken at LICENSEE's sole expense shall be for the account of LICENSEE. Any monetary recovery obtained in actions taken at the sole expense of GUESS shall be for the account of GUESS. Any monetary recovery obtained in actions where expenses have been shared by both parties shall be shared pro rata in accordance with each party's expenses. GUESS may also require that LICENSEE take all steps necessary and permissible under applicable laws, at LICENSEE's sole expense, to prevent any diversion or grey market activities involving the Products. LICENSEE will promptly reimburse GUESS and other GUESS licensees and distributors, for any fees or expenses incurred in connection with such diverted Products, including but not limited to, attorneys' and investigators' fees and disbursements and costs to purchase samples of such Products, to pursue court actions against the sellers of such Products, and all related actions. All such costs and expenses owed by LICENSEE in connection with the diverted and/or grey market Products shall be deemed to be amounts owed under this Agreement, and LICENSEE's failure to pay such amounts will be deemed a breach of this Agreement under Section 15.4 (b) hereof. LICENSEE shall implement and maintain comprehensive anti-counterfeiting and anti-diversion practices and procedures throughout the Territory.

Misuse. LICENSEE shall cooperate fully and promptly The Partner fails to use reasonable care with GUESS in the protection of GUESS's rights respect to the Trademarks System or any Product and the IP Rights, as GUESS may request from time to time. Without limitation such failure continues for THIRTY (30) or more calendar days after DCI gives written notice to the foregoingPartner of such. DCI’s REMEDIES In addition to any other legal or equitable remedy permitted by law, LICENSEE shall be responsible for monitoring the Territory for any infringementupon an Event of Default, counterfeiting or other misuse of the Trademarks and the IP Rights. LICENSEE, at its own expense, shall take action immediately to stop (a) any minor (from * to * total MSRP) infringement, counterfeiting or other misuse of the Trademarks or the IP Rights in connection with any products or services, not just the Products, and (b) any minor (from * to * total MSRP) diversion of, or grey market activities concerning, the Products. In such actions, LICENSEE shall use attorneys and investigators approved by GUESS. GUESS or LICENSEE may take action for any infringement or diversion under the * (minor) threshold amount. LICENSEE shall indemnify GUESS against all losses, damages, attorneys' fees, judgments or other costs or expenses incurred or suffered by GUESS as a result of such actions taken by LICENSEE. LICENSEE shall notify GUESS immediately by telephone and facsimile of any and all substantial (over * total MSRP) cases of infringement, counterfeiting or misuse of the Trademarks or IP Rights and substantial (over * total MSRP) cases of diversion of the Products. In all cases, GUESS DCI shall have the right, but not right to terminate this Agreement and to retrieve all products and/or payment for replacement value of the obligation, products as outlined in Exhibit A. PARTNERS REMEDIES If DCI fails to participate with LICENSEE in any action to stop such activities, or to take complete control over such action. In any case where GUESS takes action to stop such activities, GUESS may charge LICENSEE up to * of all costs incurred relating to such actions. Any monetary recovery obtained in actions taken at LICENSEE's sole expense shall be for the account of LICENSEE. Any monetary recovery obtained in actions taken at the sole expense of GUESS shall be for the account of GUESS. Any monetary recovery obtained in actions where expenses have been shared by both parties shall be shared pro rata in accordance with each party's expenses. GUESS may also require that LICENSEE take all steps necessary and permissible under applicable laws, at LICENSEE's sole expense, to prevent any diversion or grey market activities involving the Products. LICENSEE will promptly reimburse GUESS and other GUESS licensees and distributors, for any fees or expenses incurred in connection with such diverted Products, including but not limited to, attorneys' and investigators' fees and disbursements and costs to purchase samples of such Products, to pursue court actions against the sellers of such Products, and all related actions. All such costs and expenses owed by LICENSEE in connection with the diverted and/or grey market Products shall be deemed to be amounts owed perform its obligations under this Agreement, the Partner shall give written notice to DCI setting forth in reasonable detail the nature of the breach (the “Notice”). If DCI does not cure the breach within THIRTY (30) calendar days following receipt of the Notice, the Partner shall have the right to terminate this Agreement; provided, however, that if DCI is unable, acting reasonably, to remedy the breach within THIRTY (30) calendar days, a THIRTY (30) day period shall be extended for as long as DCI diligently pursues such corrective action in a prompt and LICENSEE's failure reasonable manner. NO REMOVAL The Partner shall not remove or attempt to pay such amounts remove any Product from its golf course without the prior written consent of DCI. ASSINGMENT DCI may assign any or all of its rights, and obligations hereunder after written notice to the Partner. The Partner shall not assign or transfer, whether voluntarily or involuntarily, its interest under this Agreement without first obtaining DCI’s prior written consent in each instance, which consent from DCI will not be deemed a breach unreasonably withheld. Any attempted transfer without DCI’s prior written consent shall be null and void. SEVERABILITY If any provision of this Agreement under Section 15.4 (b) hereofis deemed invalid or unenforceable to any extent by a court of competent jurisdiction then the remainder of this Agreement and the affected provision, to the extent it is not held invalid, shall be valid and enforceable to the fullest extent permitted by law. LICENSEE GOVERNING LAW This Agreement shall implement and maintain comprehensive anti-counterfeiting and anti-diversion practices and procedures throughout be governed by the Territorylaws of the State of Arizona.

Misuse. LICENSEE shall cooperate fully and promptly with GUESS in the protection of GUESS's rights to the Trademarks and the IP Rights, as GUESS may request from time to time. Without limitation to the foregoing, LICENSEE shall be responsible for monitoring those countries in the Territory Territory, where LICENSEE or any retailer or distributor of LICENSEE is selling Products, for any infringement, counterfeiting or other misuse of the Trademarks and the IP Rights. LICENSEE, at its own expense, shall take action immediately to stop (a) any minor (from * to * total MSRP) MINOR infringement, counterfeiting or other misuse of the Trademarks or the IP Rights in connection with any products or services, not just the Products, and (b) any minor MINOR diversion of the Products out of the Territory by any third party, of which LICENSEE becomes aware. LICENSEE shall not be obligated to expend more than US$CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION for the Initial Term, and US$CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION for any Renewal Term, for actions taken to stop the MINOR infringements and diversions described in subsections (from * a) and (b) above. This limitation will not affect or limit LICENSEE's obligation to * total MSRP) diversion ofreimburse GUESS for costs incurred in cases where GUESS takes action, or grey market activities concerning, the Productsas described below. In all such actions, LICENSEE shall use attorneys and investigators approved by GUESS. GUESS or LICENSEE may take action for any infringement or diversion under the * (minor) threshold amount. LICENSEE shall indemnify GUESS against all losses, damages, attorneys' fees, judgments or other costs or expenses incurred or suffered by GUESS as a result of such negligent or unlawful actions taken by LICENSEE. LICENSEE shall notify GUESS immediately by telephone and facsimile of any and all substantial (over * total MSRP) SUBSTANTIAL cases of infringement, counterfeiting or misuse of the Trademarks or IP Rights and substantial (over * total MSRP) SUBSTANTIAL cases of diversion of the Products. In all cases, GUESS shall have the right, but not the obligation, to participate with LICENSEE in any action to stop such activities, or to take complete control over such action. In any case where GUESS takes action to stop such activities, GUESS may charge LICENSEE up to * CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION percent (CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION%) of all costs reasonably incurred relating to such actions, provided that such charges to LICENSEE will not exceed the lower of (i) in any one Contract Year, CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION percent (CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION%) of Minimum Net Sales for such Contract Year, and (ii) $CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION aggregate over the Initial Term. Any monetary recovery obtained in actions taken at LICENSEE's sole expense shall be for the account of LICENSEE. Any monetary recovery obtained in actions taken at the sole expense of GUESS shall be for the account of GUESS. Any monetary recovery obtained in actions where expenses have been shared by both parties shall be shared pro rata PRO RATA in accordance with each party's expenses. GUESS may also require that LICENSEE take all steps necessary and permissible under applicable laws, at LICENSEE's sole expense, to prevent any diversion or grey market activities involving the Products. LICENSEE will promptly reimburse GUESS and other GUESS licensees and distributors, for any fees or expenses incurred in connection with such diverted Products, including but not limited to, attorneys' and investigators' fees and disbursements and costs to purchase samples of such Products, to pursue court actions against the sellers of such Products, and all related actions. All such costs and expenses owed by LICENSEE in connection with the diverted and/or grey market Products shall be deemed to be amounts owed under this Agreement, and LICENSEE's failure to pay such amounts will be deemed a breach of this Agreement under Section 15.4 (b) hereof. LICENSEE shall implement and maintain comprehensive anti-counterfeiting and anti-diversion practices and procedures throughout the Territory.