Common use of Quality Control and Property Rights Clause in Contracts

Quality Control and Property Rights. (i) Energizer recognizes that the Licensed Trademarks, including the associated goodwill, have great value to the Licensors. Energizer covenants and agrees that all uses by it of the Licensed Trademarks during the Trademark License Term, including but not limited to all goodwill accrued by, and due to, Energizer’s use of the Licensed Trademarks anywhere, shall inure solely to the benefit of Licensor that owns such Licensed Trademarks. (ii) Energizer covenants and agrees that it shall use the Licensed Trademarks only: (A) in a manner and form designed to maintain the high quality of the Licensed Trademarks and keeping with the image, reputation and goodwill symbolized by and associated with the Licensed Trademarks as of the Effective Time; (B) in a form and manner that is consistent with the use of the Licensed Trademarks in connection with the EHP Business as of the Effective Time; (C) in a manner and form that protects the Licensors’ ownership interests therein; and (D) in a manner and form that complies with all applicable federal, state, local and foreign laws, rules and regulations. (iii) In order to ensure that Energizer complies with the quality standards set forth in this Section, each Licensor shall have the right, at any time and from time to time to request upon reasonable notice to Energizer, and Energizer shall provide, full and open access at reasonable times to the facilities at which Energizer manufactures, processes, or warehouses products bearing the Licensed Trademarks owned by such Licensor in order to verify that the quality of products bearing such Licensed Trademarks is consistent with the standards imposed by this Agreement. (iv) In the event a Licensor determines that any promotional materials or packaging licensed for use under this Agreement bearing any Licensed Trademark it owns, or any products sold or offered for sale in any such packaging or advertised, marketed, or promoted using any such promotional materials fall below such Licensor’s quality standards as set forth in Section 2(b)(ii) above, such Licensor may notify Energizer thereof in writing, providing Energizer with an explanation as to how such promotional materials, packaging, or products fail to conform to such standards and Energizer shall change such promotional materials, packaging, or products to conform thereto within a commercially reasonable time. (v) Energizer, during the Term of this Agreement, in all public uses of the Licensed Trademarks, where commercially practicable and possible, will use its best efforts to indicate that the Licensed Trademarks are owned by Edgewell or WS, as applicable; provided, however, that Energizer shall have no obligation to modify any Existing Packaging or Existing Promotional Materials, except to the extent necessary to comply with notice obligations under the Separation Agreement. (vi) Energizer acknowledges, understands and agrees that, it shall not knowingly perform, do, or cause any act to be done, or fail to take any action, during or after the Trademark License Term, or assist any third party in performing, doing and/or causing any act to be done, that Energizer knows or would reasonably expect to be detrimental to, injure or impair in any way or to any degree: (A) any of the Licensed Trademarks; (B) any applications for registration or registrations therefor; (C) the respective goodwill related to any of the Licensed Trademarks; (D) the federal, state or common law and other rights of a Licensor in or to any of the Licensed Trademarks it owns; (E) a Licensor’s right, title, interest, and ownership in and to any of the Licensed Trademarks it owns; or (F) the validity and enforceability of the any of the foregoing. (vii) All rights in the Licensed Trademarks other than those specifically granted to Energizer pursuant to this Agreement are expressly reserved by Edgewell or WS, as applicable.

Quality Control and Property Rights. (i) Energizer Edgewell recognizes that the Licensed Trademarks, including the associated goodwill, have great value to the LicensorsEnergizer. Energizer Edgewell covenants and agrees that all uses by it of the Licensed Trademarks during the Trademark License Term, including but not limited to all goodwill accrued by, and due to, EnergizerEdgewell’s use of the Licensed Trademarks anywhere, shall inure solely to the benefit of Licensor that owns such Licensed TrademarksEnergizer. (ii) Energizer Edgewell covenants and agrees that it shall use the Licensed Trademarks only: (A) in a manner and form designed to maintain the high quality of the Licensed Trademarks and keeping with the image, reputation and goodwill symbolized by and associated with the Licensed Trademarks as of the Effective Time; (B) in a form and manner that is consistent with the use of the Licensed Trademarks in connection with the EHP EPC Business as of the Effective Time; (C) in a manner and form that protects the Licensors’ Energizer’s ownership interests interest therein; and (D) in a manner and form that complies with all applicable federal, state, local and foreign laws, rules and regulations. (iii) In order to ensure that Energizer Edgewell complies with the quality standards set forth in this Section, each Licensor Energizer shall have the right, at any time and from time to time to request upon reasonable notice to EnergizerEdgewell, and Energizer Edgewell shall provide, full and open access at reasonable times to the facilities at which Energizer Edgewell manufactures, processes, or warehouses products bearing the Licensed Trademarks owned by such Licensor in order to verify that the quality of products bearing such the Licensed Trademarks is consistent with the standards imposed by this Agreement. (iv) In the event a Licensor Energizer determines that any promotional materials or packaging licensed for use under this Agreement bearing any Licensed Trademark it ownsAgreement, or any products sold or offered for sale in any such packaging or advertised, marketed, or promoted using any such promotional materials fall below such LicensorEnergizer’s quality standards as set forth in Section 2(b)(ii) above, such Licensor Energizer may notify Energizer Edgewell thereof in writing, providing Energizer Edgewell with an explanation as to how such promotional materials, packaging, or products fail to conform to such standards and Energizer Edgewell shall change such promotional materials, packaging, or products to conform thereto within a commercially reasonable time. (v) EnergizerEdgewell, during the Term of this Agreement, in all public uses of the Licensed Trademarks, where commercially practicable and possible, will use its best efforts to indicate that the Licensed Trademarks are owned by Edgewell or WS, as applicableEnergizer; provided, however, that Energizer Edgewell shall have no obligation to modify any Existing Packaging or Existing Promotional Materials, except to the extent necessary to comply with notice obligations under the Separation Agreement. (vi) Energizer Edgewell acknowledges, understands and agrees that, it shall not knowingly perform, do, or cause any act to be done, or fail to take any action, during or after the Trademark License Term, or assist any third party in performing, doing and/or causing any act to be done, that Energizer Edgewell knows or would reasonably expect to be detrimental to, injure or impair in any way or to any degree: (A) any of the Licensed Trademarks; (B) any applications for registration or registrations therefor; (C) the respective goodwill related to any of the Licensed Trademarks; (D) the federal, state or common law and other rights of a Licensor Energizer in or to any of the Licensed Trademarks it ownsTrademarks; (E) a LicensorEnergizer’s right, title, interest, and ownership in and to any of the Licensed Trademarks it ownsTrademarks; or (F) the validity and enforceability of the any of the foregoing. (vii) All rights in the Licensed Trademarks other than those specifically granted to Energizer Edgewell pursuant to this Agreement are expressly reserved by Edgewell or WS, as applicableEnergizer.