Quality Standards for Licensed Marks Clause Samples

Quality Standards for Licensed Marks. Licensor shall have the right to exercise commercially reasonable quality control over Licensee’s use of the Licensed Marks to protect the goodwill associated with the Licensed Marks. Licensee shall use commercially reasonable efforts to ensure that all Licensed Goods bearing the Licensed Marks (i) shall be of a standard of quality that is no less than the standard of quality of Licensed Goods offered by Licensee in the Wound Care Field as of the date of execution of this Agreement, and (ii) comply with all legal requirements applicable thereto. Any and all usage of the Licensed Marks by Licensee shall comply with the trademark usage guidelines and requirements attached hereto as Exhibit B, which may not be modified or supplemented by the Licensor without the prior written approval of Licensee, unless required by law to preserve the Licensed Marks or Licensor’s rights therein (the “Usage Guidelines”). Upon the request of Licensee, Licensor shall use commercially reasonable efforts to register with the United States Patent and Trademark Office any representation of the Licensed Marks or derivative or compound thereof which is created by Licensee and consistent with the Usage Guidelines (the “Derivative Marks”), provided that Licensee pays or reimburses Licensor (at Licensor’s option) for all costs and expenses thereof, each of which shall be licensed under this Agreement pursuant to Section 1. Any and all use of the Licensed Marks, in any representation, form or format, shall inure to Licensor’s benefit, and shall be the sole property of the Licensor; provided, however, that Licensor shall not have any right to use, license, or exercise any rights under the Derivative Marks during the term of this Agreement in the Wound Care Field. Licensee shall use commercially reasonable efforts to maintain or enhance the quality, style and presentation associated with the Licensed Marks. Licensee shall comply with all notice and marking requirements of any law or regulation applicable to its use of the Licensed Marks.