Common use of Protection of the Marks Clause in Contracts

Protection of the Marks. 12.1 Licensor represents that the Marks are and shall be during the term of this Agreement valid and enforceable trademarks in the Territory and the Manufacturing Countries; that they are owned by Licensor or that Licensor is authorized and empowered by the registered owner to grant the License herein contained and that this Agreement does not conflict to any other Agreement to which Licensor is a party, that the use of the Marks in the Territory will not infringe upon any other trademark in the Territory and that the Licensor will defend, indemnify and hold harmless Licensee against any claim against Licensee (including by its manufacturers and customers) in connection with the use of the Marks and any damages paid in settlement or as part of a judgment in such claim (including attorney's fees and costs). 12.2 Licensee shall promptly notify Licensor, in writing, of any infringement, threatened infringement, or otherwise unauthorized use or threatened use of the Marks, or confusingly similar trademarks or tradenames, whether in connection with the Products or otherwise, of which it may have knowledge or suspicion. In the event of an infringement, threatened infringement, or otherwise unauthorized use of the Marks, or confusingly similar trademarks or tradenames in the Territory or Manufacturing Countries, Licensee shall take such immediate action as may reasonably be necessary to protect the Xxxx(s) and the rights of the Licensor therein, until Licensor is in a position to take whatever action is required (provided that Licensor must act diligently and promptly). Licensor and Licensee shall mutually decide what actions shall be taken, including any actions in collaboration with investigators or U.S. Customs, cease and desist correspondence, and application for injunctive relief, and shall designate counsel for such purpose, and, in such case, Licensee shall pay one half of the cost and expense incurred in such actions in the Territory or Manufacturing Countries, up to and including an amount equal to 0.25% of Net Sales, payable for each year during which any such actions are taken, brought and/or pending, within thirty (30) days of receipt of the documented invoice. Licensor warrants payment of the balance by Licensor. In the event of an award of monetary damages, the proceeds thereof shall be shared pro rata to the expenses paid by the parties. Licensee shall abide by regulations, laws and practices applicable to the Products in force or use in the Territory in order to safeguard Licensor's rights to the Marks. 12.3 Licensee shall cooperate with Licensor in any action based upon the unauthorized manufacture, sale and/or use in the Territory or outside the Territory by any of Licensee's manufacturers and suppliers of Products, labels and tags bearing the Xxxx at Licensee's cost (but without further liability from Licensee to Licensor provided that Licensee has met its obligations under this Agreement). 12.4 Upon the expiration or earlier termination of this Agreement, Licensee shall immediately and absolutely cease and discontinue the use of the Marks in any manner or form whatsoever subject, however, to the provisions of Article 14 hereof.

Protection of the Marks. 12.1 Licensor represents that shall have the exclusive right, but not the obligation, to protect the Marks are (including monitoring potentially infringing uses, and shall be during the term of this Agreement valid initiating, prosecuting and enforceable trademarks in the Territory defending litigation), and the Manufacturing Countries; that they are owned by Licensor or that Licensor is authorized and empowered by the registered owner to grant the License herein contained and that this Agreement does not conflict to any other Agreement to which Licensor is a party, that the use of the Marks in the Territory will not infringe upon any other trademark in the Territory rights therein and that the Licensor will defend, indemnify and hold harmless Licensee against any claim against Licensee (including by its manufacturers and customers) in connection with the use of the Marks and any damages paid in settlement or as part of a judgment in such claim (including attorney's fees and costs). 12.2 Licensee shall promptly notify Licensorthereto, in writing, of any infringement, threatened infringement, or otherwise its own name against all potential infringements and unauthorized use or threatened use uses of the Marks. Licensees shall provide any information and assistance reasonably requested by Licensor and/or join as a party in such action at the reasonable request and at the reasonable cost and expense of Licensor. Licensor shall be entitled to all settlement amounts, damages or confusingly similar trademarks other monetary relief, and costs and attorney’s fees recovered in any such action and Licensor shall have full discretion in determining whether to settle and upon what terms and conditions any settlement of such litigation resolves. Licensees shall cooperate fully in the enforcement of rights in any infringement action or tradenames, whether in connection with the Products defense of any infringement or otherwise, of which it may have knowledge or suspicionother action respecting the Marks. In the event Licensor determines, in its sole discretion, that it is not in the best interest of an infringementLicensor to initiate any legal proceedings on account of any such infringements, threatened infringementclaims or actions, or otherwise in the event Licensor settles or resolves any such proceedings which may be initiated, Licensees shall have no claim against Licensor for damages or otherwise, nor shall the same affect the validity or enforceability of this Agreement. If Licensor elects not to initiate or pursue legal action in connection with a potential or actual infringement or unauthorized use of the Marks, or confusingly similar trademarks or tradenames in upon prior the Territory or Manufacturing Countrieswritten approval of Licensor, Licensee shall Licensees may take such immediate legal action as may reasonably be necessary to protect the Xxxx(s) and the rights of the Licensor therein, until Licensor is in a position to take whatever action is required (provided that Licensor must act diligently and promptly). Licensor and Licensee shall mutually decide what actions shall be taken, including any actions in collaboration with investigators or U.S. Customs, cease and desist correspondenceit deems appropriate, and application for injunctive relief, and shall designate counsel for Licensor agrees to support such purpose, and, in such case, Licensee shall pay one half of legal action at the cost and expense incurred in of Licensees. In such case, all recoveries from such actions in the Territory or Manufacturing Countries, up to and including an amount equal to 0.25% of Net Sales, payable for each year during which any such actions are taken, brought and/or pending, within thirty (30) days of receipt of the documented invoice. Licensor warrants payment of the balance by Licensor. In the event of an award of monetary damages, the proceeds thereof shall be shared pro rata equally by Licensor and Licensees in proportion to the share of expenses paid by the parties. Licensee shall abide by regulations, laws and practices applicable to the Products in force or use in the Territory in order to safeguard Licensor's rights to the Markseach. 12.3 Licensee shall cooperate with Licensor in any action based upon the unauthorized manufacture, sale and/or use in the Territory or outside the Territory by any of Licensee's manufacturers and suppliers of Products, labels and tags bearing the Xxxx at Licensee's cost (but without further liability from Licensee to Licensor provided that Licensee has met its obligations under this Agreement). 12.4 Upon the expiration or earlier termination of this Agreement, Licensee shall immediately and absolutely cease and discontinue the use of the Marks in any manner or form whatsoever subject, however, to the provisions of Article 14 hereof.

Protection of the Marks. 12.1 Licensor represents (a) Based upon the representations and warrants of the Licensor, Licensee admits the validity of and agrees not to challenge the Marks. Licensee further agrees that the Marks are any and shall all rights that may be during the term of this Agreement valid and enforceable trademarks in the Territory and the Manufacturing Countries; that they are owned acquired by Licensor or that Licensor is authorized and empowered by the registered owner to grant the License herein contained and that this Agreement does not conflict to any other Agreement to which Licensor is a party, that the use of the Marks by Licensee shall inure to the sole benefit of Licensor. Licensee agrees to execute all papers and provide copies of all promotional, advertising and packaging materials reasonably requested by Licensor to effect further registration of and maintenance and renewal of any of the Marks and, where applicable, to reflect, Licensee as an authorized user of the Marks. Licensee shall not use the Marks or any part thereof as part of its corporate trade, or brand name nor use any name or mark confusingly similar to any of xxx Marks. (b) Licensee further agrees not to register in any country any name or mark resembling or confusingly sixxxxr to the Marks. If any application for registration is, or has been filed in any country by Licensee related to any name or mark which, in the Territory will not infringe upon reasonable oxxxxon of Licensor, is confusingly similar, deceptive or misleading with respect to the Marks, Licensee shall immediately abandon any other trademark in such application or registration or, at Licensor's sole discretion, assign it to Licensor. Licensee shall reimburse Licensor for all the Territory costs and that the expenses of any opposition, cancellation or related legal proceedings, including attorney's fees, instigated by Licensor will defendor its authorized representative, indemnify and hold harmless Licensee against any claim against Licensee (including by its manufacturers and customers) in connection with the use of the Marks and any damages paid in settlement such registration or as part of a judgment in such claim (including attorney's fees and costs)application. 12.2 Licensee shall promptly notify Licensor, in writing, of any infringement, threatened infringement, or otherwise unauthorized use or threatened use of the Marks, or confusingly similar trademarks or tradenames, whether in (c) In connection with the Products or otherwiseperformance of this Agreement, the parties shall comply with all applicable laws and regulations, and those laws and regulations particularly pertaining to the proper use and designation of which it may have knowledge or suspicion. In the event of an infringement, threatened infringement, or otherwise unauthorized use of the Marks, or confusingly similar trademarks or tradenames in service marks within the Territory or Manufacturing Countries, the Expanded Territory. Should Licensee shall take such immediate action as may reasonably be necessary to protect or become aware of any applicable laws or regulations which are inconsistent with the Xxxx(s) and the rights of the Licensor therein, until Licensor is in a position to take whatever action is required (provided that Licensor must act diligently and promptly). Licensor and Licensee shall mutually decide what actions shall be taken, including any actions in collaboration with investigators or U.S. Customs, cease and desist correspondence, and application for injunctive relief, and shall designate counsel for such purpose, and, in such case, Licensee shall pay one half of the cost and expense incurred in such actions in the Territory or Manufacturing Countries, up to and including an amount equal to 0.25% of Net Sales, payable for each year during which any such actions are taken, brought and/or pending, within thirty (30) days of receipt of the documented invoice. Licensor warrants payment of the balance by Licensor. In the event of an award of monetary damages, the proceeds thereof shall be shared pro rata to the expenses paid by the parties. Licensee shall abide by regulations, laws and practices applicable to the Products in force or use in the Territory in order to safeguard Licensor's rights to the Marks. 12.3 Licensee shall cooperate with Licensor in any action based upon the unauthorized manufacture, sale and/or use in the Territory or outside the Territory by any of Licensee's manufacturers and suppliers of Products, labels and tags bearing the Xxxx at Licensee's cost (but without further liability from Licensee to Licensor provided that Licensee has met its obligations under this Agreement). 12.4 Upon the expiration or earlier termination provisions of this Agreement, Licensee shall immediately promptly notify Licensor of such inconsistency. Licensor may, at its option, either waive the performance of such inconsistent provisions or terminate the License and absolutely cease and discontinue the use of the Marks in any manner or form whatsoever subject, however, rights granted hereunder only with respect to the provisions of Article 14 hereofcountry to which such laws or regulations apply.

Protection of the Marks. 12.1 Licensor represents that the Marks are and shall be during the term of this Agreement valid and enforceable trademarks in the Territory and the Manufacturing Countries; that they are owned by Licensor or that Licensor is authorized and empowered by the registered owner to grant the License herein contained and that this Agreement does not conflict to with any other Agreement to which Licensor is a party, that the use of the Marks in the Territory will not infringe upon any other trademark in the Territory and that the Licensor will defend, indemnify and hold harmless Licensee against any claim against Licensee (including by its manufacturers and customers) in connection with the use of the Marks and any damages paid in settlement or as part of a judgment in such claim (including attorney's fees and costs). 12.2 Licensee shall promptly notify Licensor, in writing, of any infringement, threatened infringement, or otherwise unauthorized use or threatened use of the Marks, or confusingly similar trademarks or tradenames, whether in connection with the Products or otherwise, of which it may have knowledge or suspicion. In the event of an infringement, threatened infringement, or otherwise unauthorized use of the Marks, or confusingly similar trademarks or tradenames tradenames, in the Territory or the Manufacturing Countries, Licensee shall take such immediate action as may reasonably be necessary to protect the Xxxx(s) and the rights of the Licensor therein, until Licensor is in a position to take whatever action is required (provided that Licensor must act diligently and promptly). Licensor and Licensee shall mutually decide what actions shall be taken, including any actions in collaboration with investigators or U.S. US Customs, cease and desist correspondence, and application for injunctive relief, and shall designate counsel for such purposepurpose shall use the same counsel who handles the Girbaud Trademarks matters unless otherwise agreed by both parties, and, in such case, Licensee shall pay one half of the cost and expense incurred in such actions actions, in the Territory or the Manufacturing Countries, up to and including an amount equal to 0.25% of Net Sales, net sales payable for each year during which any such actions are taken, brought and/or pending, within thirty (30) days of receipt of the documented invoice. Licensor warrants payment of the balance by Licensor. In the event of an award of monetary damages, the proceeds thereof shall be shared pro rata to the expenses paid by the parties. Licensee shall abide by regulations, laws and practices applicable to the Products in force or use in the Territory in order to safeguard Licensor's rights to the Marks. 12.3 Licensee shall be liable to Licensor for any unauthorized manufacture, sale and/or use in the Territory or outside the Territory by itself and shall cooperate with Licensor in any action based upon the unauthorized manufacture, sale and/or use in the Territory or outside the Territory by any of Licensee's manufacturers and suppliers of Productsproducts, labels and tags bearing the Xxxx at LicenseeXxxx. At Licensor's cost (but without further liability from request, Licensee shall furnish Licensor with full documentation evidencing the control and use of its labels including purchase orders and other agreements between it and its manufacturers, if any. In the event the parties determine it is necessary to Licensor provided terminate a relationship with a manufacturer who has infringed the Xxxx, Licensee will terminate the relationship as soon as commercially feasible allowing for completion of pending orders, and will not place any new orders with that Licensee has met its obligations under this Agreement)manufacturer. 12.4 Upon the expiration or earlier termination of this Agreement, Licensee shall immediately and absolutely cease and discontinue the use of the Marks in any manner or form whatsoever subject, however, to the provisions of Article 14 Section 13 hereof.