Common use of New Brand Assets Clause in Contracts

New Brand Assets. If Licensee desires to create any new brand assets that are based on and/or incorporate elements of the UL Masterbrand or the Licensed Brand Assets for use in the Standards Field of Use (“New Brand Assets”), Licensee shall (i) ensure that any such proposed New Brand Assets conform to the then-current Brand Guidelines (as reasonably determined by UL), and (ii) submit each New Brand Asset in advance in writing to UL for its approval, and UL will review such submission pursuant to the procedure described in this Section 2.6. Licensee may not use a New Brand Asset unless and until such asset is approved by UL in accordance with this Section 2.6. (a) In order to obtain approval for any proposed New Brand Asset: (i) Licensee shall make the request by giving notice to UL at least sixty (60) days prior to any proposed use; (ii) the request shall be in writing and shall include copies of the proposed New Brand Asset and a description of the general manner of use; (iii) the request shall be sent to the then-current members of UL’s brand team (with a copy to UL’s Lead Counsel, Trademarks & Marketing) at the address set forth below (and such other individuals as UL may notify Licensee of from time to time); and (iv) Licensee shall simultaneously submit such request by using the electronic submission system designated by UL (if such electronic submission system is then available) (collectively, a “New Asset Request”). (b) UL will notify Licensee in writing of its decision to approve or reject the New Asset Request as soon as practicable under the circumstances, but in no event later than thirty (30) days after receipt of such New Asset Request, unless the Parties reasonably agree to extend such thirty (30) day period if reasonably requested by UL so as to afford UL the opportunity to complete its review (for example, in order to complete any clearance searches or likelihood of confusion analyses). If UL notifies Licensee that the New Asset Request has been rejected, UL shall specify its reasons for such rejection in such notice and UL will provide Licensee with copies of any preliminary trademark search and/or full trademark search it conducted in connection with its review. Licensee may thereafter elect to start the approval process anew with a different New Asset Request. If UL fails to approve or reject the New Asset Request within the notification period, the New Asset Request shall be deemed approved. Licensee may also request that UL reconsider its decision to reject a New Asset Request, but the final determination of whether to approve or reject a New Asset Request shall remain with UL. UL makes no representations or warranties with respect to any new, modified or additional elements contained in such New Brand Asset (“New Elements”). (c) If UL approves a New Brand Asset, such New Brand Asset shall be considered a Licensed Brand Asset for all purposes hereunder and the applicable exhibit hereto shall be deemed automatically to include such New Brand Asset. Such New Brand Asset shall be owned by UL, and Licensee’s use of such New Brand Asset shall be in accordance with the terms of this Agreement. Such approval shall not be contingent upon the payment of any extra fee or royalties to UL; provided, however, the costs and expenses related to UL’s searching, performing due diligence on, evaluating, prosecuting or otherwise obtaining, registering, maintaining and enforcing such New Brand Asset shall be governed by Sections 3.2 and 3.3. (d) Notwithstanding any provisions of this Section 2.6, Licensee is not prohibited from using the Licensed Brand Assets in connection with one or more generic or descriptive words used in a generic sense and not as source identifiers, and is not required to seek permission from UL to do so; provided, however, such use shall be otherwise in accordance with the terms, conditions and limitations of this Agreement.

New Brand Assets. If Licensee desires to create any new brand assets that are based on and/or incorporate elements of the UL Masterbrand or the Licensed Brand Assets for use in the Standards Research Field of Use (“New Brand Assets”), Licensee shall (i) ensure that any such proposed New Brand Assets conform to the then-current Brand Guidelines (as reasonably determined by UL), and (ii) submit each New Brand Asset in advance in writing to UL for its approval, and UL will review such submission pursuant to the procedure described in this Section 2.6. Licensee may not use a New Brand Asset unless and until such asset is approved by UL in accordance with this Section 2.6. (a) In order to obtain approval for any proposed New Brand Asset: (i) Licensee shall make the request by giving notice to UL at least sixty (60) days prior to any proposed use; (ii) the request shall be in writing and shall include copies of the proposed New Brand Asset and a description of the general manner of use; (iii) the request shall be sent to the then-current members of UL’s brand team (with a copy to UL’s Lead Counsel, Trademarks & Marketing) at the address set forth below (and such other individuals as UL may notify Licensee of from time to time); and (iv) Licensee shall simultaneously submit such request by using the electronic submission system designated by UL (if such electronic submission system is then available) (collectively, a “New Asset Request”). (b) UL will notify Licensee in writing of its decision to approve or reject the New Asset Request as soon as practicable under the circumstances, but in no event later than thirty (30) days after receipt of such New Asset Request, unless the Parties reasonably agree to extend such thirty (30) day period if reasonably requested by UL so as to afford UL the opportunity to complete its review (for example, in order to complete any clearance searches or likelihood of confusion analyses). If UL notifies Licensee that the New Asset Request has been rejected, UL shall specify its reasons for such rejection in such notice and UL will provide Licensee with copies of any preliminary trademark search and/or full trademark search it conducted in connection with its review. Licensee may thereafter elect to start the approval process anew with a different New Asset Request. If UL fails to approve or reject the New Asset Request within the notification period, the New Asset Request shall be deemed approved. Licensee may also request that UL reconsider its decision to reject a New Asset Request, but the final determination of whether to approve or reject a New Asset Request shall remain with UL. UL makes no representations or warranties with respect to any new, modified or additional elements contained in such New Brand Asset (“New Elements”). (c) If UL approves a New Brand Asset, such New Brand Asset shall be considered a Licensed Brand Asset for all purposes hereunder and the applicable exhibit hereto shall be deemed automatically to include such New Brand Asset. Such New Brand Asset shall be owned by UL, and Licensee’s use of such New Brand Asset shall be in accordance with the terms of this Agreement. Such approval shall not be contingent upon the payment of any extra fee or royalties to UL; provided, however, the costs and expenses related to UL’s searching, performing due diligence on, evaluating, prosecuting or otherwise obtaining, registering, maintaining and enforcing such New Brand Asset shall be governed by Sections 3.2 and 3.3. (d) Notwithstanding any provisions of this Section 2.6, Licensee is not prohibited from using the Licensed Brand Assets in connection with one or more generic or descriptive words used in a generic sense and not as source identifiers, and is not required to seek permission from UL to do so; provided, however, such use shall be otherwise in accordance with the terms, conditions and limitations of this Agreement.