Common use of Product Distribution Clause in Contracts

Product Distribution. Licensee acknowledges the marketing techniques and retailing standards of Licensor and agrees to maintain these standards to protect the value of the Trademarks and the image of the Licensed Items. Licensee shall maintain the same or higher standards for the selection of retail, wholesale and other outlets as those maintained by Licensor, namely those stores that are commonly referred to in the market as "up-market" stores. In the event of any question regarding the type of store or stores to which this requirement applies, Licensee shall first request Licensor's approval of a proposed store or stores and the final decision regarding same shall be determined by Licensor. Licensee acknowledges that Licensor may change such standards from time to time during the term of this Agreement and that the changed standards shall apply to Licensee after reasonable notice thereof. Such changed standards shall not apply to stores in which the Licensed Items are already being sold or which Licensor has previously approved without been given a reasonable time frame to execute the change. Licensor shall have the right, at any time, and from time to time, to disapprove of the sale of Licensee's Licensed Items to particular wholesale and/or retail outlets that were previously acceptable, including the right to disapprove of outlets that were previously acceptable. Unless prior written approval is obtained from Licensor, Licensee is specifically prohibited from the sale and distribution of the Licensed Items through (i) any disapproved outlets, and (ii) any factory outlet stores, warehouse sales, parking lot sales, swap meets, flea markets and similar sale or disposal techniques. Licensee's failure to comply with the requirements of this Article S.P. 14 shall constitute a material breach of this License Agreement and Licensor may, at its sole option, terminate Licensee's rights under this Agreement for failure to adhere to these retailing and marketing standards and/or obtain specific performance to enjoin any such actions or threatened actions by Licensee. Licensor's determination as to whether a retail outlet satisfies the criteria of this Article S.P. 14 shall be final and binding as between Licensee and Licensor.

Product Distribution. Licensee acknowledges the marketing techniques and retailing standards of Licensor and agrees to maintain these reasonable standards to protect the value of the Trademarks and the image of the Licensed Items. Licensee shall maintain the same or higher standards for the selection of retail, wholesale and other outlets as those maintained by Licensor, namely those stores that are commonly referred to in the market as "up-market" stores. In the event of any question regarding the type of store or stores to which this requirement applies, Licensee shall first request Licensor's approval of a proposed store or stores and the final decision regarding same shall be determined by Licensor. Licensee acknowledges that Licensor may reasonably change such standards from time to time during the term of this Agreement and that the changed standards shall apply to Licensee after reasonable written notice thereof. Such changed standards shall not apply to stores in which the Licensed Items are already being sold or which Licensor has previously approved without been given a reasonable time frame to execute the change. Licensor shall have the right, at any time, and from time to time, to disapprove of the sale of Licensee's Licensed Items to particular wholesale and/or retail outlets that were previously acceptableoutlets, including the right to disapprove of outlets that were previously acceptable. Any disapproval of any previously acceptable outlets shall be prospective only and shall relate only to any previously acceptable outlets shall be prospective only and shall relate only to the subsequent sale or distribution of the Licensed Items by Licensee to those previously acceptable, now disapproved outlets. Unless prior written approval is obtained from Licensor, Licensee is specifically prohibited from the sale and distribution of the Licensed Items through (i) any disapproved outlets, and (ii) any factory outlet stores, warehouse sales, parking lot sales, swap meets, flea markets and similar sale or disposal techniques. Licensee's failure to comply with the requirements of this Article S.P. 14 15 shall constitute a material breach of this License Agreement and Licensor may, at its sole option, terminate Licensee's rights under this Agreement for failure to adhere to these retailing and marketing standards and/or obtain specific performance to enjoin any such actions or threatened actions by Licensee. Licensor's determination as to whether a retail outlet satisfies the criteria of this Article S.P. 14 15 shall be final and binding as between Licensee and Licensor.

Product Distribution. Licensee acknowledges the importance of the marketing techniques and retailing standards of Licensor with respect to all products marketed under the Trademarks and agrees to maintain these standards to protect the value of the Trademarks and the image of the Licensed ItemsProducts. Licensee shall therefore maintain the same or higher standards for the selection of retail, wholesale and other outlets as those maintained by Licensor, namely those stores that are commonly referred to in the market as "up-market" stores. In the event of any question regarding the type of store or stores to which this requirement applies, Licensee shall first request Licensor's approval of a proposed store or stores and the final decision regarding same shall be determined by Licensor. Licensee acknowledges that Licensor may change such standards from time to time during the term of this Agreement License. Licensee shall submit to Licensor no later than February 15th of each year during the term of this License, and that concurrently with the changed standards execution of this Agreement, a Distribution Plan ("Plan") for approval. This Plan shall apply state the names of accounts proposed to be sold Licensed Products by Licensee after reasonable notice thereof. Such changed standards shall not apply to stores in which during the Licensed Items are already being sold or which Licensor has previously approved without been given a reasonable time frame to execute the changeyear. Licensor shall have ten (10) working days from the right, at any time, and from time to time, to disapprove date of receipt of the sale Plan to approve or disapprove any proposed purchasers of Licensed Products identified by Licensee's Licensed Items . Licensor shall be reasonable in the event it disapproves any proposed purchaser and advise Licensee of its reasons for such disapproval. Failure of Licensor to particular wholesale and/or retail outlets that were previously acceptablerespond to such Plan within ten (10) working days shall be deemed a waiver of any objection thereto. In the event the parties fail to agree on a Plan for any year, including then Licensee shall have the right option to disapprove terminate this License by providing Licensor with written notice of outlets that were previously acceptabletermination and the effective date thereof, which shall be at least ninety (90) days from the date Licensor receives the notice of termination. In the event Licensee fails to so notify Licensor of its desire to terminate this Agreement, then Licensee shall be required to conform to the Plan as determined by Licensor. Unless prior written approval is obtained from Licensor, Licensee is specifically prohibited from the sale and distribution disposition of the Licensed Items Products through (i) any disapproved outlets, and (ii) any factory outlet stores, warehouse sales, parking lot sales, swap meets, flea markets and similar sale or disposal techniques. Licensee's failure to comply with Licensor hereby approves the requirements of this Article S.P. 14 shall constitute a material breach of this License Agreement and Licensor may, at its sole option, terminate Licensee's rights under this Agreement Plan submitted concurrently herewith for failure to adhere to these retailing and marketing standards and/or obtain specific performance to enjoin any such actions or threatened actions by Licensee. Licensor's determination as to whether a retail outlet satisfies the criteria of this Article S.P. 14 shall be final and binding as between Licensee and Licensorfirst Year.