Common use of Quality Controls Clause in Contracts

Quality Controls. (a) The Licensee agrees that the Licensed Products manufactured by the Licensee shall be of the highest standards and quality and that such products shall at all times comply with all requirements of all applicable laws and regulations, as well as Licensor's Fiber Technical Advisory. Prior to the sale or distribution of any Licensed Products, the Licensee shall submit a minimum of two (2) prototype samples of each style of Licensed Products to Licensor at the Licensor's address set forth herein. All Licensed Products, at Licensor's discretion, may be subject to in-vitro testing. All costs and expenses incurred by the Licensor in connection with any third party testing of the Licensed Products, whether such tests are commissioned by the Licensee or the Licensor, shall be the responsibility of the Licensee, and the Licensee shall promptly reimburse the Licensor for such testing costs or expenses incurred by the Licensee within ten (10) days after Licensor provides to Licensee an invoice for such testing costs or expenses. Upon Licensor's receipt of payment by Licensee of any amounts due to the Licensor in connection with any such testing, Licensor shall provide to the Licensee a certificate setting out the results of such testing and, if such test results are acceptable to Licensor, the Licensor's approval of the Licensed Products for sale and distribution. If in the sole, but reasonable, determination of Licensor, the Licensed Products submitted for approval do not meet the quality standards of the Licensor, Licensor shall submit to the Licensee a notice of such findings including a description of the deficiencies found in such Licensed Products. Upon correction of such deficiencies, the Licensee shall submit new prototype specimens, in accordance with the provisions hereof, of the Licensed Products for Licensor's approval. No Licensed Products shall be sold or otherwise distributed hereunder until such Licensed Products are approved by the Licensor. (b) The Trademarks shall be permanently and conspicuously displayed on the packaging of each Licensed Product, in a manner approved by Licensor. In addition, all advertising, promotional, packaging and other materials related to the Licensed Products shall conspicuously display the X-Static Trademark (and the SilverSeal Trademark, if applicable), in the manner approved by Licensor. The Licensor reserves the right to approve all advertising, promotional, packaging and other materials of the Licensee, including, but not limited to, materials for television, newspapers, magazines, promotional flyers, brochures and other similar materials (collectively, the "Advertising Materials"), which incorporate the use of, or reference, either Trademark, including the type, color, size and design of signs or symbols depicting such Trademarks. (c) Except as specifically provided for herein, no license under any intellectual property right of Licensor's is either granted or implied by the conveyance of confidential information to Licensee. None of the confidential information which may be disclosed by Licensor shall constitute any representation, warranty, assurance, guarantee or inducement of any kind including, without limitation, with respect to the non-infringement of intellectual property rights or other rights of third persons or of Licensor. If the Licensee uses any of the confidential information in the development of any intellectual property, such intellectual property shall be the property of Licensor and the Licensee shall execute such documents as may be necessary for the purpose of transferring any rights in which the Licensor has in such intellectual property. The Licensee shall not reverse engineer or otherwise attempt to duplicate any processes used in the development and manufacture of any materials provided by Licensor. Any intellectual property rights developed by a Licensee in violation of this paragraph shall be the property of the Licensor, and Licensee shall execute and deliver to Licensor such documentation as is necessary to evidence Licensor's rights in such intellectual property. (e) Licensor makes no warranty, either expressed or implied, including warranties of merchantability or of fitness for a particular purpose, for the Licensed Products referred to herein. No statements or recommendations contained herein are to be construed as inducements to infringe any relevant patent, now or thereafter in existence. Under no circumstances shall Licensor be liable for incidental, consequential, or other damages from alleged negligence, breach of warranty, strict liability, tort, contract or any other legal theory, arising out of the use or handling of the product or products referred to herein. Technical advice furnished by Licensor shall not constitute a warranty, which is expressed disclaimed, all such advice being given and accepted at the Licensee's risk. Licensor shall indemnify the Licensee and its officers, directors, agents and employees harmless from and against any claims, liabilities, judgments, penalties, losses, costs, damages, and expenses (including reasonable attorney's fees) incurred by or asserted against the Licensee by reason or in connection with a defect in the Fiber which can be proven to have existed at the time the Fiber was delivered, FOB, Scranton, Pennsylvania. Notwithstanding the foregoing, Licensor's liability under this Section 13 shall be limited to the Licensee's purchase price of the Licensed Product which is the subject of the claim or the amount actually paid for such Licensed Product, whichever is less.

Quality Controls. (a) a. The Licensee agrees that the Licensed Products manufactured by the Licensee shall be of the highest standards and quality and that such products shall at all times comply with all requirements of all applicable laws and regulations, as well as Licensor's ’s Fiber Technical AdvisoryAdvisory and Licensor’s Technology and Branding Guidelines (collectively “the Licensor’s Requirement Guidelines”), provided to Licensee upon execution of this Agreement. In the event the Licensee falls to follow the provisions of the Licensor’s Requirement Guidelines, the Licensor shall have the right, In its sole discretion, to immediately terminate Mill License Agreement. Prior to the sale or distribution of any Licensed Products, the Licensee shall submit a minimum of two (2) prototype samples of each style of Licensed Products to Licensor at the Licensor's ’s address set forth herein. All Licensed Products, at Licensor's ’s discretion, may be subject to in-vitro two levels of testing: i. laboratory testing; and ii. field testing. All costs and expenses incurred by the Licensor in connection with any third party testing of the Licensed Products, whether such tests are commissioned by the Licensee or the Licensor, shall be the responsibility of the Licensee, and the Licensee shall promptly reimburse the Licensor for such testing costs or expenses incurred by the Licensee within ten (10) days after Licensor provides to Licensee an invoice for such testing costs or expenses. Upon Licensor's ’s receipt of payment by Licensee of any amounts due to the Licensor in connection with any such testing, Licensor shall provide to the Licensee a certificate setting out the results of such testing and, if such test results are acceptable to Licensor, the Licensor's ’s approval of the Licensed Products for sale and distribution. If in the sole, but reasonable, determination of Licensor, the Licensed Products submitted for approval do not meet the quality standards of the Licensor, Licensor shall submit to the Licensee a notice of such findings including a description of the deficiencies found in such Licensed Products. Upon correction of such deficiencies, the Licensee shall submit new prototype specimens, in accordance with the provisions hereof, of the Licensed Products for Licensor's ’s approval. No Licensed Products shall be sold or otherwise distributed hereunder until such Licensed Products are approved by the Licensor. (b) b. The Trademarks shall be permanently and conspicuously displayed on the packaging of each Licensed ProductProduct (in the form of a sew-in label, heat transfer or embroidery), according to the specifications contained in a manner approved by the Licensor’s then current Technology and Branding Guideline. In addition, all advertising, promotional, packaging and other materials related to the Licensed Products shall conspicuously display the X-Static Trademark (and the SilverSeal Silver Fiber Trademark, if applicable), in the manner set forth in the Licensor’s Technology and Branding Guideline or in such other manner as maybe approved by Licensor. The Licensor reserves the right to approve all advertising, promotional, packaging and other materials of the Licensee, including, but not limited to, materials for television, newspapers, magazines, promotional flyers, brochures and other similar materials (collectively, the "“Advertising Materials"”), which incorporate the use of, or reference, either Trademark, including the type, color, size and design of signs or symbols depicting such Trademarks. (c) c. In the event that the Licensor requests additional prototype samples of any Licensed Products, Licensee agrees to provide such additional samples to Licensor at the Licensee’s actual cost of manufacturing such additional samples of Licensed Products. d. Except as specifically provided for herein, no license under any intellectual property right of Licensor's ’s is either granted or implied by the conveyance of confidential information to Licensee. None of the confidential information which may be maybe disclosed by Licensor shall constitute any representation, warranty, assurance, guarantee or inducement of any kind including, without limitation, with respect to the non-infringement of intellectual property rights or other rights of third persons or of Licensor. If the Licensee uses any of the confidential information in the development of any intellectual property, such intellectual property shall be the property of Licensor and the Licensee shall execute such documents as may be necessary for the purpose of transferring any rights in which the Licensor has in such intellectual property. The Licensee shall not reverse engineer or otherwise attempt to duplicate any processes used in the development and manufacture of any materials provided by Licensor. Any intellectual property rights developed by a Licensee in violation of this paragraph shall be the property of the Licensor, and Licensee shall execute and deliver to Licensor such documentation as is necessary to evidence Licensor's ’s rights in such intellectual property. (e) e. Licensor makes no warranty, either expressed or implied, including warranties of merchantability or of fitness for a particular purpose, for the Licensed Products referred to herein. No statements or recommendations contained herein are to be construed as inducements to infringe any relevant patent, now or thereafter in existence. Under no circumstances shall Licensor be liable for incidental, consequential, or other damages from alleged negligence, breach of warranty, strict liability, tort, contract or any other legal theory, arising out of the use or handling of the product or products referred to herein. The sole remedy of each Licensee, and the sole liability of Licensor for any claims shall be limited to the Licensee’s purchase price of the Licensed Product which is the subject of the claim or the amount actually paid for such Licensed Product, whichever is less. Technical advice furnished by Licensor shall not constitute a warranty, which is expressed disclaimed, all such advice being given and accepted at the Licensee's ’s risk. Notwithstanding the foregoing, Licensor shall indemnify the Licensee and its officers, directors, agents and employees harmless from and against any claims, liabilities, judgments, penalties, losses, costs, damages, and expenses (including reasonable attorney's fees) incurred by or asserted against the Licensee by reason or in connection with loss resulting solely from a defect in the Fiber which can be proven to have existed at the time the Fiber was delivered, FOB, Scranton, Pennsylvania. Notwithstanding the foregoing, Licensor's liability under this Section 13 shall be limited to the Licensee's purchase price of the Licensed Product which is the subject of the claim or the amount actually paid for such Licensed Product, whichever is less.

Quality Controls. (a) The 4.1 Licensee agrees that the Licensed Products manufactured by the Licensee shall be of the highest standards and quality and that such products shall at all times comply with all requirements to deliver samples of all applicable laws and regulations, as well as Licensor's Fiber Technical Advisory. Prior to materials which bear the sale or distribution of any Licensed Products, the Licensee shall submit a minimum of two (2) prototype samples of each style of Licensed Products Intellectual Property to Licensor at the Licensor's address set forth herein. All Licensed Products, at Licensor's discretion, may be subject to in-vitro testing. All costs and expenses incurred by the Licensor in connection with any third party testing of the Licensed Products, whether such tests are commissioned by the Licensee or the Licensor, shall be the responsibility of the Licensee, and the Licensee shall promptly reimburse the Licensor for such testing costs or expenses incurred by the Licensee within ten (10) days after Licensor provides to Licensee an invoice for such testing costs or expenses. Upon Licensor's receipt of payment by Licensee of any amounts due to the Licensor in connection with any such testing, Licensor shall provide to the Licensee a certificate setting out the results of such testing and, if such test results are acceptable to Licensor, the Licensor's approval and acceptance prior to the use of such materials by Licensee. Licensor has 5 business days to approve in writing the Licensed Products for sale and distributionsubmitted materials. If Licensor has not notified Licensee of its disapproval in the solewriting within 5 business days, but reasonable, determination of Licensor, the Licensed Products submitted for approval do not meet the quality standards of the Licensor, Licensor shall submit such materials will be automatically assumed to the Licensee a notice of such findings including a description of the deficiencies found in such Licensed Products. Upon correction of such deficiencies, the Licensee shall submit new prototype specimens, in accordance with the provisions hereof, of the Licensed Products for Licensor's approval. No Licensed Products shall be sold or otherwise distributed hereunder until such Licensed Products are have been approved by the Licensor. (b) The Trademarks shall be permanently 4.2 Licensee agrees not to alter, change, modify or supplement any materials bearing the Intellectual Property without Licensor's prior written consent. 4.3 Licensee acknowledges that the Intellectual Property is of substantial value to Licensor and conspicuously displayed on Licensee will fully comply with the packaging specifications, directions, and standards of each Licensed Productquality imposed by Licensor from time to time to preserve, in a manner approved by Licensor. In addition, all advertising, promotional, packaging maintain and other materials related to enhance the Licensed Products shall conspicuously display the X-Static Trademark (reputation and the SilverSeal Trademark, if applicable), goodwill in the manner approved by Licensor. The Licensor reserves the right to approve all advertising, promotional, packaging and other materials of the Licensee, including, but not limited to, materials for television, newspapers, magazines, promotional flyers, brochures and other similar materials (collectively, the "Advertising Materials"), which incorporate the use of, or reference, either Trademark, including the type, color, size and design of signs or symbols depicting such Trademarks. (c) Except as specifically provided for herein, no license under any intellectual property right of Licensor's is either granted or implied by the conveyance of confidential information to Licensee. None of the confidential information which may be disclosed Intellectual Property developed by Licensor and its affiliates. Licensee shall constitute any representationensure that all materials on which the Intellectual Property is used or associated therewith will meet all specifications, warrantydirections, assuranceand standards of quality imposed by Licensor and will satisfy in performance, guarantee or inducement of any kind includingquality, without limitation, with respect to construction and use the non-infringement of intellectual property rights or other rights of third persons or of Licensor. If the Licensee uses any of the confidential information in the development of any intellectual property, such intellectual property shall be the property reasonable requirements of Licensor and shall, upon notice from Licensor, give Licensor or its authorized representative, free access at any reasonable time to the premises of Licensee shall execute such documents as may be necessary for the purpose of transferring ensuring that Licensee is observing these obligations. 4.4 Should Licensor notify Licensee that any rights use of the Intellectual Property fails to comply with Licensor's specifications, directions or standards of quality for such use, Licensee shall promptly proceed to correct any defects in accordance with instructions from Licensor. Failure to correct such defects will result in the termination of this Agreement. 4.5 All use of the Intellectual Property by Licensee and its affiliates shall conform with proper practices, as applicable. Licensee shall take all reasonable actions to assist Licensor in protecting the Intellectual Property. 4.6 Licensee shall use the Intellectual Property in the form stipulated by Licensor and shall observe any reasonable directions given by Licensor as to colors and sizes of the representations of the Intellectual Property and their manner and disposition. 4.7 All material on or in relation to which Licensee proposes to use the Intellectual Property shall bear a legible statement that identifies Licensor has in such intellectual property. The as the owner of the Intellectual Property. 4.8 Licensee shall not reverse engineer or otherwise attempt to duplicate associate any processes used in the development and manufacture of any materials provided by Licensor. Any intellectual property rights developed by a Licensee in violation of this paragraph shall be the property of the Licensor, and Licensee shall execute and deliver to Licensor such documentation as is necessary to evidence Licensor's rights in such intellectual propertyIntellectual Property with any unauthorized trademark or tradename. (e) Licensor makes no warranty, either expressed or implied, including warranties of merchantability or of fitness for a particular purpose, for the Licensed Products referred to herein. No statements or recommendations contained herein are to be construed as inducements to infringe any relevant patent, now or thereafter in existence. Under no circumstances shall Licensor be liable for incidental, consequential, or other damages from alleged negligence, breach of warranty, strict liability, tort, contract or any other legal theory, arising out of the use or handling of the product or products referred to herein. Technical advice furnished by Licensor shall not constitute a warranty, which is expressed disclaimed, all such advice being given and accepted at the Licensee's risk. Licensor shall indemnify the Licensee and its officers, directors, agents and employees harmless from and against any claims, liabilities, judgments, penalties, losses, costs, damages, and expenses (including reasonable attorney's fees) incurred by or asserted against the Licensee by reason or in connection with a defect in the Fiber which can be proven to have existed at the time the Fiber was delivered, FOB, Scranton, Pennsylvania. Notwithstanding the foregoing, Licensor's liability under this Section 13 shall be limited to the Licensee's purchase price of the Licensed Product which is the subject of the claim or the amount actually paid for such Licensed Product, whichever is less.

Quality Controls. a. Nature’s Value shall comply with “Good Manufacturing Practices” protocols for food, and, upon promulgation of final regulations by applicable governmental authorities, those applicable to dietary supplements. Nature’s Value shall conduct periodic Merchandise quality tests and provide Vitamin Shoppe with the results upon the Vitamin Shoppe’s reasonable request. Basic quality control evaluations, including but not limited to tests for efficacy, will be performed during and directly following the manufacture of each and every batch. Third party laboratories, such as Covance, shall perform advanced analyses on the first five (a5) The Licensee agrees batches of all new items of Merchandise. On all existing items of Merchandise, and after the initial testing of new Merchandise described in the preceding sentence, every fifth (5th) batch shall be tested. Nature’s Value shall supply the testing and quality control information set forth on Schedule E hereto with respect to the Merchandise, including but not limited to those pertaining to retainers and consumer complaints. Vitamin Shoppe reserves the right to reasonably modify Schedule E from time to time. b. Vitamin Shoppe shall have the right, at its sale cost and expense, to perform such tests upon Merchandise as it deems necessary or desirable in order to confirm that the Licensed Products manufactured by the Licensee Merchandise shall be of the highest standards and quality and that such products shall at all times comply with all requirements set forth herein. If any Merchandise shall fail such test Nature’s Value shall (i) take such actions as are reasonably necessary in order to correct such deficiencies, including but not limited to replacing the same with Merchandise that is in full compliance with all of the requirements hereof and reimbursing all applicable laws and regulationsof Vitamin Shoppe’s costs associated therewith, as well as Licensor's Fiber Technical Advisory(ii) reimburse the costs of the tests that Vitamin Shoppe performed that evidenced that the Merchandise failed to comply. Prior to the sale or distribution If any item of any Licensed Products, the Licensee Merchandise shall submit fail a minimum of quality control evaluation two (2) prototype samples or more times within a six-month period and as a result thereof Vitamin Shoppe is out of each style stock at any of Licensed Products to Licensor at the Licensor's address set forth herein. All Licensed Products, at Licensor's discretion, may be subject to in-vitro testing. All costs and expenses incurred by the Licensor in connection with any third party testing of the Licensed Products, whether such tests are commissioned by the Licensee its stores or the Licensor, shall be the responsibility of the Licensee, and the Licensee shall promptly reimburse the Licensor for such testing costs or expenses incurred by the Licensee within ten (10) days after Licensor provides to Licensee an invoice for such testing costs or expenses. Upon Licensor's receipt of payment by Licensee of any amounts due to the Licensor in connection with any such testing, Licensor shall provide to the Licensee its distribution center as a certificate setting out the results of such testing and, if such test results are acceptable to Licensor, the Licensor's approval of the Licensed Products for sale and distribution. If in the sole, but reasonable, determination of Licensor, the Licensed Products submitted for approval do not meet the quality standards of the Licensor, Licensor shall submit to the Licensee a notice of such findings including a description of the deficiencies found in such Licensed Products. Upon correction of such deficiencies, the Licensee shall submit new prototype specimensconsequence thereof, in accordance with the provisions hereofaddition to all of its other rights and remedies hereunder, of the Licensed Products for Licensor's approval. No Licensed Products shall be sold or otherwise distributed hereunder until such Licensed Products are approved by the Licensor. (b) The Trademarks shall be permanently and conspicuously displayed on the packaging of each Licensed Product, in a manner approved by Licensor. In addition, all advertising, promotional, packaging and other materials related including but not limited to the Licensed Products shall conspicuously display the X-Static Trademark (and the SilverSeal Trademark, if applicable), in the manner approved by Licensor. The Licensor reserves the right to approve all advertisingterminate this Agreement, promotional, packaging Nature’s Value shall pay to Vitamin Shoppe an amount equal to the gross margin dollars that Vitamin Shoppe would have received :tram its customers for the sale of such Merchandise if the same had been in stock. c. In order to improve its contract manufacturing operations and other materials maintain and enhance the quality of the Licensee“Vitamin Shoppe” brand, includingVitamin Shoppe is in the process of adopting procedures to monitor the quality of Merchandise that it purchases. Such procedures shall include, but not be limited to, materials on-site monitoring and inspection of the manufacturing processes of contract manufacturers performing services for televisionVitamin Shoppe. Nature’s Value shall cooperate with Vitamin Shoppe’s efforts in this area, newspapers, magazines, promotional flyers, brochures and other similar materials (collectively, the "Advertising Materials"), which incorporate the use ofincluding but not limited to permitting an on-site quality control person engaged by Vitamin Shoppe to be located at Nature’s Value’s manufacturing facility :tram time to time, or reference, either Trademark, including the type, color, size and design of signs or symbols depicting such Trademarks. (c) Except as specifically provided for herein, no license under any intellectual property right of Licensor's is either granted or implied by the conveyance of confidential information to Licensee. None all of the confidential information which may be disclosed by Licensor shall constitute any representation, warranty, assurance, guarantee or inducement of any kind including, without limitation, with respect to the non-infringement of intellectual property rights or other rights of third persons or of Licensor. If the Licensee uses any of the confidential information in the development of any intellectual property, such intellectual property shall be the property of Licensor and the Licensee shall execute such documents as may be necessary for the purpose of transferring any rights in which the Licensor has in such intellectual property. The Licensee shall not reverse engineer or otherwise attempt to duplicate any processes used in the development and manufacture of any materials provided by Licensor. Any intellectual property rights developed by a Licensee in violation of this paragraph shall be the property of the Licensor, and Licensee shall execute and deliver to Licensor such documentation as is necessary to evidence Licensor's rights in such intellectual propertytime. (e) Licensor makes no warranty, either expressed or implied, including warranties of merchantability or of fitness for a particular purpose, for the Licensed Products referred to herein. No statements or recommendations contained herein are to be construed as inducements to infringe any relevant patent, now or thereafter in existence. Under no circumstances shall Licensor be liable for incidental, consequential, or other damages from alleged negligence, breach of warranty, strict liability, tort, contract or any other legal theory, arising out of the use or handling of the product or products referred to herein. Technical advice furnished by Licensor shall not constitute a warranty, which is expressed disclaimed, all such advice being given and accepted at the Licensee's risk. Licensor shall indemnify the Licensee and its officers, directors, agents and employees harmless from and against any claims, liabilities, judgments, penalties, losses, costs, damages, and expenses (including reasonable attorney's fees) incurred by or asserted against the Licensee by reason or in connection with a defect in the Fiber which can be proven to have existed at the time the Fiber was delivered, FOB, Scranton, Pennsylvania. Notwithstanding the foregoing, Licensor's liability under this Section 13 shall be limited to the Licensee's purchase price of the Licensed Product which is the subject of the claim or the amount actually paid for such Licensed Product, whichever is less.