Common use of Quality Standards Clause in Contracts

Quality Standards. MARKETING agrees that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new product.

Quality Standards. MARKETING Licensee agrees that the nature to comply and quality of all services rendered by MARKETING in connection maintain compliance with the Licensed MarksQuality Standards, all goods sold by MARKETING under the Licensed Marks, specifications and rights of approval of Licensor with respect to any and all related advertising, promotional and other related uses usage of the Licensed Marks and Licensed Copyright on or in relation to the Licensed Services, Portals, Marketing Materials and Promotional Products throughout the Term. To that end, any and all usage of the Licensed Marks and Licensed Copyright by MARKETING Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall conform to reasonable comply with the following standards, specifications and rights of approval (the "Quality Standards"): (a) Licensee shall use the Licensed Marks and the Licensed Copyright only in a style and manner commensurate with the current standards set by and be under the control of TM. MARKETING agrees that the reputation for quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks and only in the style and manner that has been expressly approved in advance by Licensor, as provided herein. Such approval is within the sole discretion of Licensor acting in good faith and is designed to protect the Licensed Marks and the Licensed Copyright and Licensor's rights therein. (b) Licensee shall be submit to Licensor for prior written approval prototypes of all products and materials including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks and/or the Licensed Copyright (the "Submitted Materials"). Such approval is within the sole discretion of Licensor acting in good faith. Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the same quality submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Materials, Licensee may use such Submitted Materials in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall not make any material change to the Submitted Materials as previously associated with the Licensed Marks. MARKETING further agrees that the quality approved by Licensor without Licensor's prior written approval. (c) The provisions of all such servicesSection 7.4 of this Agreement; (d) All quality, goods, style and advertising, promotional and other related uses image standards for use of the Licensed Marks and Licensed Copyrights delivered by Licensor to Licensee, including the LOONEY TUNES characters and ROAD RUNNER Style Guides and any other Style Guidelines delivered by Licensor to Licensee, however, it being understood and agreed that any written instructions delivered from Licensor to Licensee shall conform with take priority over such style guide in the standardsevent of any conflict; (e) Licensor's Usage Guidelines, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence effect from time to time under this License Agreement so long and as MARKETING maintains currently set forth in the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except Style Guidelines; and (f) Licensor's Trade Dress guidelines as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING in effect from time to time during and as currently set forth in the term of this License AgreementStyle Guidelines. Without limiting Licensee acknowledges that the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as Quality Standards may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends as may be necessary to use continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productCopyright.

Quality Standards. MARKETING agrees that the (a) The nature and quality of all services rendered by MARKETING Licensee in connection with the Licensed MarksTrademarks, all goods products, if any, sold or licensed by MARKETING Licensee under the Licensed MarksTrademarks, and all related advertising, promotional promotional, publicity, marketing, and related or other related uses of the Licensed Marks Trademarks by MARKETING Licensee shall conform to the reasonable standards set by Licensor, provided that Licensee is advised reasonably in advance and be under in writing of such standards. Without limiting the control foregoing: (i) Licensee shall use the Trademarks in accordance with the standards of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be Trademarks as of the same quality as previously date hereof and in a manner that is consistent with and that does not detract from the goodwill associated with the Licensed Marks. MARKETING further agrees Trademarks; (ii) Licensee shall provide Licensor with all materials and information that Licensor shall reasonably request regarding Licensee’s use of the quality Trademarks; and (iii) Licensee shall not use the Trademarks in a manner contrary to the written directions of Licensor to the extent such directions are consistent with the terms of this Agreement and shall use the Trademarks in accordance with the written directions of Licensor to the extent such directions are consistent with the terms of this Agreement. (b) Licensee shall comply at all such services, goods, times and at its sole expense with all applicable laws and regulations pertaining to the advertising, promotional publicity, promotion, marketing, sale, license and other related uses distribution of products and services under the Trademarks and shall use the Trademarks only in accordance with the rules of proper trademark usage. Furthermore, Licensee’s presentation of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING Trademarks shall be deemed subject in each instance to have complied Licensor’s reasonable standard trademark presentation guidelines, provided that Licensee is advised reasonably in advance and in writing of such guidelines (and such guidelines are applied, in all material respects, to Licensee in the same manner as such guidelines are applied to other licensees of the Trademarks). Licensee shall affix appropriate trademark notices and symbols on products or material containing the Trademarks in accordance with Licensor’s reasonable instructions. (c) Periodically, upon request, but not more often than quarterly, Licensee shall furnish to Licensor a reasonable and representative sampling of Licensee’s product and representative sampling of advertising, promotion, publicity and marketing for the purpose of enabling Licensor to determine Licensee’s compliance with the quality standards provided in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productparagraph 3.

Quality Standards. MARKETING agrees 4.1 Licensee acknowledges that the nature Trademark has established extremely valuable goodwill and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marksis well recognized among consumers, and all related advertising, promotional that it is of great importance to each party that in the sale and other related uses provision of the Licensed Marks Services the high standards and reputation that Century 21 and the owner of the Trademark have established be maintained. Accordingly, all Licensed Services provided by MARKETING shall conform to reasonable standards set by Licensee hereunder and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks products sold or installed in connection therewith shall be of the same first class installation and of high quality as previously associated is consistent with the respective price of such Licensed MarksServices and said products. MARKETING further All Licensed Services and the products sold or installed in connection therewith shall be commercially acceptable for the purposes for which they are sold. 4.2 Licensee may use the Trademark only pursuant to the specifications and designs for the Trademark approved in writing by Licensor or provided in writing by Licensor and only in the manner approved by Licensor with respect to the Licensed Services. For any Trademark that is federally registered, appropriate notice of registration in accordance with the applicable laws or regulations of the applicable jurisdiction shall accompany uses of such trademarks (a small “R” within a circle in the United States) as necessary to obtain the maximum protection for trademarks under the applicable trademark law. 4.3 Licensee shall submit to Licensor for Licensor’s review and prior written approval samples of each initial use of all materials of any nature bearing the Trademark. The foregoing notwithstanding, following approval by Licensor of the initial use, no additional approval will be required with respect to any minor alterations in the format, layout, or color (excluding any such changes to the Trademark) of approved materials or any changes in media sources, provided that any such new media sources are substantially identical in all material respects to those previously approved by Licensor and will not have an adverse effect on the Trademarks, and provided that in all other respects such materials are substantially identical to the sample previously approved by Licensor. Licensor agrees that all materials bearing the quality Trademark which previously have been approved for use by American Remodeling or Facelifters Home Systems, Inc. may be used by Licensee so long as the name “U.S. Remodelers, Inc.” has been substituted for the name of such entity. 4.4 Licensor shall promptly approve or disapprove all submitted samples within five (5) business days of receipt of such sample and shall not unreasonably withhold its approval. Licensee shall seek approval as early as reasonably possible prior to production or use of each respective item bearing the Trademark. 4.5 Licensee shall, upon request, permit Licensor to visit Licensee’s offices, work sites, or other places of business at any reasonable time, for inspection by Licensor’s representatives of files, documents, products, and other materials relating to the Licensor’s Licensed Services and products sold or installed in connection therewith at which time Licensor may take samples of such products and samples or copies of documents and other materials relating to the Licensed Services and such products, so long as taking such samples does not unreasonably interfere with Licensee’s ability to complete jobs which are in progress. The provisions of Section 17 shall apply to all Confidential Information obtained through or derived from such inspections. 4.6 Licensee shall prepare and maintain periodic (at least quarterly) summary reports of all such services, goodscustomer complaints to any third party or government agency regarding the Licensed Services and products sold or installed in connection therewith during the Term, and advertisingupon request will promptly submit each such summary to Licensor following the end of each Quarter. In the event that, promotional in the reasonable opinion of Licensor, there is a material increase in the level of registered customer complaints as a percentage of total jobs undertaken, Licensee, upon notification from Licensor, shall promptly meet with Licensor to discuss steps necessary to reduce the number and other related uses severity of such customer complaints. Licensee shall promptly thereafter undertake and shall diligently pursue remedial efforts necessary to reduce the level of customer complaints to a level reasonably satisfactory to Licensor. 4.7 Licensee represents and warrants that the Licensed Services and products sold or installed in connection therewith shall be furnished in a xxxxxxx-like manner and that all products, labor and materials shall be of high quality. Licensee further represents and warrants that each completed application or installation performed hereunder shall be of high quality and that all applied or installed products and their application or installation shall remain in good condition and be free from defects in materials and workmanship for a period of at least one year from the date application or installation is completed. Licensee shall provide a written warranty to such effect to all of its customers for Licensed Services and products sold or installed in connection therewith conforming to applicable law. 4.8 Licensee agrees to maintain and adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its best efforts to adjust complaints of customers and resolve controversies with customers with respect to the sale or provision of the Licensed Marks Services and products sold or installed in connection therewith. In the event Licensee receives any notice that any application or installation or product is defective, Licensee shall conform with the standards, specifications, promptly investigate such complaint and instructions as established by TM shall promptly repair or such subsequent standards, specifications, replace any defective application or instructions reasonably comparable thereto promulgated by MARKETING subject installation at no additional cost pursuant to the approval terms of TMthe written warranty. In the event any adjustment remains unsatisfactory to the customer, Licensee agrees that it will use its best efforts to satisfy the reasonable complaints to such approval not to customer. 4.9 All Contracts must be unreasonably withheld or delayedin writing and signed by the customer. MARKETING Such contracts shall be deemed to have complied with retained by Licensee for a period of not less than two years from the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level date of service generally characteristic Licensee’s receipt of full payment on the date hereof of retail service stations of MARKETING and its sublicensees that use Contract. Each Contract will identify Licensee as the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees vendor of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality subject matter of the foregoingContract and that Licensee is a licensee and not a subsidiary, MARKETING agrees to comply with the standardsdivision or affiliate of Century 21, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval Licensor or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productHFS.

Quality Standards. MARKETING agrees that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of TM. MARKETING agrees (a) Licensee will ensure that the quality of all such services, goods, and advertising and promotional materials associated with Products other than Radiator Products (as defined below) manufactured by Licensee or sold or promoted by Licensee using or bearing the Licensed Marks shall will be equal to or better than the highest quality standard of the same following: (a) the quality as previously associated of such Products when manufactured by Licensor or its Affiliates or by Licensee or its Affiliates prior to the date of this Agreement; and (b) the minimum standard for such Products specified by any applicable laws or regulations or any business or trade organization relating to such Products. Licensee will cooperate with Licensor in facilitating Licensor's control of the quality standards set forth in this Section 4.5(a) with respect to such Products manufactured, sold or promoted by Licensee bearing the Licensed Marks and/or using the Licensed Marks. MARKETING further agrees , including permitting reasonable inspection and testing of such Products by Licensor. (b) Licensee will ensure that the quality of all such services, goods, and advertising, promotional and other related uses of Products that are radiators manufactured by Licensee or sold or promoted by Licensee using or bearing the Licensed Marks shall conform with (the standards, specifications, and instructions as established by TM " Radiator Products") will be equal to or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with better than the quality standards set forth on Schedule D. Licensee will cooperate with Licensor in existence from time facilitating Licensor's control of the quality standards set forth in this Section 4.5(b) with respect to time under this License Agreement so long as MARKETING maintains the physical condition ofRadiator Products manufactured, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use sold or promoted by Licensee bearing the Licensed Marks. Except as may be required by law or as reasonably necessary to protect Marks and/or using the Licensed Marks, TM including permitting reasonable inspection and testing of the Radiator Products by Licensor. (c) Notwithstanding the above, Modine acknowledges that the following Licensee products do not currently meet the standards set forth on Schedule D: (i) radiators in which a GM 4-plate standard oil cooler was replaced by a Transpro revision A 1.25 concentric oil cooler; and (ii) foreign car model radiators with concentric oil coolers at revision A1 design level supplied to Licensee by Enterex ("Noncompliant Product"). Licensee shall not set quality standards higher than those generally characteristic on cease all sales of Noncompliant Product within six months from the date hereof hereof. (d) Licensee will comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the manufacture, sale and distribution of services rendered and goods all Products manufactured, sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of or promoted using the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the and/or Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productPatents.

Quality Standards. MARKETING agrees that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks, ; all goods sold by MARKETING under the Licensed Marks, ; and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of TMREALTY. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of the same high-level quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM REALTY or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TMREALTY, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM REALTY shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM REALTY shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM REALTY at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TMREALTY. TM REALTY shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM REALTY shall be deemed to have given such approval if TM REALTY fails to deliver to MARKETING any notice within such 30-day period. If TM REALTY rejects any proposal to use any of the Licensed Marks with a new product, then TM REALTY shall provide a reasonably detailed explanation to MARKETING as to why TM REALTY found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TMREALTY, and TM REALTY shall give reasonable consideration to, an amended proposal for such new product.

Quality Standards. MARKETING agrees 5.1 Licensee shall maintain the high quality and workmanship of the Articles sold under the Retained IP, as hitherto and currently maintained by Affiliates of Licensor. 5.2 Licensor has the right to take all action reasonably necessary to ensure that the nature and quality of all services rendered by MARKETING in connection Articles sold hereunder are consistent with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, reputation and all related advertising, promotional and other related uses prestige of the Licensed Marks by MARKETING Retained IP as a designation for high quality products. 5.3 From time to time upon the Licensor’s request, Licensee shall conform promptly submit to reasonable the Licensor production samples (at Licensor’s expense) of Articles produced hereunder so that the Licensor may assure itself of the maintenance of the quality standards set by and forth herein. All Articles to be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks sold hereunder shall be of at least equal in quality to any production samples approved by the same quality Licensor. 5.4 All Articles shall be manufactured, sold, labeled, packaged, distributed and advertised in accordance with all applicable laws and regulations. Licensee shall use and display the Retained IP only in such form and manner as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established are approved by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TMLicensor, such approval not to be unreasonably withheld withheld. 5.5 With respect to any sample, copy, art work or delayedother material for the Articles approved by Licensor, Licensee shall not depart therefrom in any material respect without the prior written approval of the Licensor. MARKETING If Licensor shall be deemed to have complied with disapprove any sample Article or any sample tag, label, packaging, catalogue display or description or the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition oflike, and the services provided throughor any advertising, Branded Outlets promotional or publicity material, Licensee shall not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may same in any manner nor permit it or them to be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out used in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productmanner.

Quality Standards. MARKETING Licensee agrees that its failure to meet the nature standards and conduct set forth in this Section 10 (the “Quality Standards”) and the Cultivation Quality Standards shall constitute a material breach of this Agreement. (a) Licensee shall protect and maintain the Licensed Property by using the Licensed Property strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit E attached hereto, as the same may be amended from time to time. (b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times. (c) Licensee shall, at Licensor’s request, provide Licensor with samples of all services rendered by MARKETING packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed MarksProperty for inspection and prior written approval by Licensor. (d) Licensee shall, all goods sold by MARKETING under the Licensed Marksat Licensor’s request, and all related advertising, promotional and other related uses provide Licensor with samples of the Licensed Marks Products for inspection and approval by MARKETING shall conform to reasonable standards set Licensor by and be under through Licensor’s designated agent in the control Territory for such purposes; provided that nothing in this agreement shall require either party to transport cannabis products, including but not limited to the Licensed Products, across any state or national borders. (e) Licensee shall, at Licensor’s request, provide Licensor with high-resolution photos of TM. MARKETING Cultivated Flower and Licensed Products. (f) Licensee agrees that to maintain, store, and transport raw materials and the quality Licensed Products in accordance with the Quality Standards at all times. (g) Licensor or its representative shall have the right to inspect any and all of Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement. (h) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed Property or the Licensed Products. (i) Licensee agrees to have each batch of Licensed Products tested in accordance with Applicable Law and the Quality Standards by duly licensed and accredited testing facilities and to provide Licensor with true and correct copies of all such services, goods, and advertising and promotional materials test results associated with the Licensed Marks Products or products containing the Licensed Property. (j) Licensor shall be of have the same quality as previously associated right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Marks. MARKETING further Products in the Territory; (ii) ensure that all others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance. (k) Licensee agrees that: (i) during cultivation it will keep the Licensed Property separate and distinct from the other varieties it grows, such that the quality Genetics are not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of all such servicesdoubt, goodsthis standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than to make agronomic comparisons and advertising, promotional conduct yield testing for Licensee’s own use; (v) Licensee will use only the flower cultivated using the Genetics and other related uses Licensed Property at Licensee’s Cultivation Facilities in the manufacture or production of the Licensed Marks shall conform with Products; and (vi) Licensee may not package flower cultivated from the standardsGenetics in packaging other than Branded Packaging unless approved in writing by Licensee. (l) Licensee covenants and agrees that, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration neither it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use nor any of the Licensed Marks its agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with a new productothers, then TM shall provide a cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably detailed explanation be construed to MARKETING as to why TM found the proposed use be derogatory, critical of, or negative toward Licensor, any IP Owner, its or their products or services, or such parties’ subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives, or any of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new producttheir products or services.

Quality Standards. MARKETING agrees Licensee shall use commercially reasonable efforts to ensure that the nature Licensed Products manufactured, distributed and sold by Licensee will be of high quality. Licensee shall apply quality and quality assurance standards to the manufacture, distribution and sale of all services rendered by MARKETING the Licensed Products that are substantially consistent with those standards that Licensee applies to its frozen pizzas sold under the Restricted Trademarks. To ensure that the Licensed Products are consistent with the requirements of this Agreement, Licensee will: (i) notify Licensor if it enters into an agreement with a co-packer to manufacture Licensed Products; (ii) permit Licensor or its representatives, upon reasonable notice and no more than two (2) times per calendar year, to visit the premises (including those of subcontractors or co-packers, to the extent Licensee, using commercially reasonable efforts, can obtain consent from such subcontractors or co-packers for such a visit) where the Licensed Products are being manufactured, packaged, stored or distributed, during regular business hours, for the purpose of inspecting manufacturing and distribution practices and of determining Licensee’s maintenance of sanitary and healthful conditions and standards of quality in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, manufacture and all related advertising, promotional and other related uses storage of the Licensed Marks Products. During such inspections, Licensor shall have the right to collect reasonable quantities of samples for purposes of inspection or analysis which Licensor may deem appropriate; (iii) upon Licensor’s reasonable request, at the expense of Licensee, provide Licensor or its representatives with a reasonable quantity of samples of finished Licensed Products; (iv) take commercially reasonable steps consistent with its existing policies to ensure that all Licensed Products sold to the end consumer remain fresh and wholesome in the packaging and, to achieve this end, use commercially reasonable efforts consistent with its existing policies to refrain from selling and from permitting to remain available for sale, stale or otherwise inferior Licensed Products. All Licensed Products packaged by MARKETING Licensee shall conform be code dated to reasonable standards set by and be under permit the control calculation of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with date when the Licensed Marks shall Product should be of removed from retail stores due to age; (v) ensure that all Licensed Products sold to the same end consumer are manufactured in compliance with all applicable laws and regulations; and (vi) keep complete records for a period consistent with Licensee’s normal retention practices, regarding the quantity and quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform Products sold and distributed by Licensee and permit Licensor’s agents to have access to such records during regular business hours, upon reasonable notice and no more than two (2) times each calendar year. *** Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the standards, specifications, Securities and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject Exchange Commission pursuant to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees Rule 24b-2 of the Licensed Marks that are lower than those set for MARKETING from time to time during the term Securities Act of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto1934, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productamended.

Quality Standards. MARKETING Licensee agrees that the nature to comply and quality of all services rendered by MARKETING in connection maintain compliance with the Licensed MarksQuality Standards, specifications and rights of approval of Licensor with respect to any and all goods sold by MARKETING under usage of the Licensed MarksMarks on or in relation to the Licensed Services, Portals, Marketing Materials and Promotional Products throughout the Term. To that end, any and all related advertising, promotional and other related uses usage of the Licensed Marks by MARKETING Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall conform to reasonable comply with the following standards, specifications and rights of approval (the "Quality Standards"): a. Licensee shall use the Licensed Marks only in a style and manner commensurate with the current standards set by and be under the control of TM. MARKETING agrees that the reputation for quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of and only in the same quality style and manner that has been expressly approved in advance by Licensor as previously associated with provided herein. Such approval is designed to protect the Licensed Marks. MARKETING further agrees Xxxx and Licensor's rights therein and will not be unreasonably withheld, it being understood and agreed that the quality of all it shall not be unreasonable for Licensor to disapprove if Licensor believes in good faith that such services, goods, and advertising, promotional and other related uses of disapproval is appropriate to preserve the Licensed Marks or the goodwill associated therewith; b. At Licensor's reasonable request, Licensee shall conform with submit to Licensor for prior written approval prototypes of products and materials, including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to Licensed Marks (the approval of TM"Submitted Materials"), such approval not to be unreasonably withheld or delayed. MARKETING withheld, it being understood and agreed that it shall not be deemed unreasonable for Licensor to have complied with the quality standards disapprove any Submitted Material if Licensor believes in existence from time good faith that such disapproval is appropriate to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use preserve the Licensed MarksMarks or the goodwill associated therewith. Except as Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Material, Licensee may be required use such Submitted Material in those styles and for such purposes, without material change, subject to periodic review by law or as reasonably necessary to protect the Licensed Marks, TM Licensor at Licensor's request. Licensee shall not set quality standards higher than those generally characteristic on make any material change to the date hereof Submitted Materials as approved by Licensor without Licensor's prior written approval; c. The provisions of services rendered Section 7.4 of this Agreement; and d. All quality, style and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality image standards for other licensees use of the Licensed Marks that are lower than those set for MARKETING from time delivered by Licensor to time during Licensee, including the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specificationsstyle guide located at xxxx://xxx.xxxxxxx.xxx, and the Co-Marketing Guidelines, Usage Guidelines and Trade Dress Guidelines set forth therein, however, it being understood and agreed that any written instructions set out delivered from Licensor to Licensee shall take priority over such style guide in Schedule B hereto, as the event of any conflict. Licensee acknowledges that the Quality Standards may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends as may be necessary to use continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productMarks.

Quality Standards. MARKETING 6.1 Licensee agrees that the nature and of quality of of: (1) all services rendered and goods produced, sold or distributed by MARKETING Licensee in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, ; and (2) all related advertising, promotional promotional, and other related uses of the Licensed Marks by MARKETING Licensee shall conform confirm to reasonable standards set by by, and be under the control of, Licensor. All such uses shall require prior written consent by Licensor. Any different usage also shall require written consent by Licensor. 6.2 Licensee agrees to cooperate with Licensor in facilitating Licensor's control of TM. MARKETING agrees that the nature and quality of all such servicesgoods and services rendered by Licensee in connection with the license granted hereunder, goodsto permit reasonable, periodic inspection of Licensee's operations, at reasonable times and with reasonable notice, and advertising and promotional materials associated to supply Licensor with the Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality details of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks upon request. Licensee shall conform comply with applicable laws and regulations and obtain all appropriate governmental approvals pertaining to the production, distribution, and sale and promotion of goods and services rendered by Licensee in connection with the standards, specifications, Marks. 7.1 Licensee shall include the Marks on or with all Events-related products and instructions as established by TM materials sold or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject distributed under the Marks and shall include all notices and legends with respect to the approval of TM, such approval not to be unreasonably withheld Marks as are or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by applicable law or as which may be reasonably necessary requested by Licensor. 7.2 Licensee acknowledges the ownership of the Marks by Licensor, agrees that it will do nothing inconsistent with such ownership, and that all use of the Marks by Licensee and all goodwill developed therefrom shall inure to protect the Licensed Marksbenefit of and be on behalf of Licensor. Licensee agrees that nothing in this Agreement shall Licensee any right, TM shall not set quality standards higher title, or interest in the Marks other than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that right to use the Licensed Marks. TM shall not set quality standards for Marks other licensees of than the Licensed right to use the Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends Agreement and Licensee agrees that it will not challenge the title of Licensor to use the Licensed Marks on a new product within or challenge the ambit validity of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productthis Agreement.

Quality Standards. MARKETING Licensee agrees that the nature to comply and quality of all services rendered by MARKETING in connection maintain compliance with the Licensed MarksQuality Standards, specifications and rights of approval of Licensor with respect to any and all goods sold by MARKETING under usage of the Licensed MarksMarks on or in relation to the Licensed Services, Portals, Marketing Materials and Promotional Products throughout the Term. To that end, any and all related advertising, promotional and other related uses usage of the Licensed Marks by MARKETING Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall conform to reasonable comply with the following standards, specifications and rights of approval (the "Quality Standards"): a. Licensee shall use the Licensed Marks only in a style and manner commensurate with the current standards set by and be under the control of TM. MARKETING agrees that the reputation for quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of and only in the same quality style and manner that has been expressly approved in advance by Licensor as previously associated with provided herein. Such approval is designed to protect the Licensed Marks. MARKETING further agrees Mark and Licensor's rights therein and wxxx not be unreasonably withheld, it being understood and agreed that the quality of all it shall not be unreasonable for Licensor to disapprove if Licensor believes in good faith that such services, goods, and advertising, promotional and other related uses of disapproval is appropriate to preserve the Licensed Marks or the goodwill associated therewith; b. At Licensor's reasonable request, Licensee shall conform with submit to Licensor for prior written approval prototypes of products and materials, including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to Licensed Marks (the approval of TM"Submitted Materials"), such approval not to be unreasonably withheld or delayed. MARKETING withheld, it being understood and agreed that it shall not be deemed unreasonable for Licensor to have complied with the quality standards disapprove any Submitted Material if Licensor believes in existence from time good faith that such disapproval is appropriate to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use preserve the Licensed MarksMarks or the goodwill associated therewith. Except as Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Material, Licensee may be required use such Submitted Material in those styles and for such purposes, without material change, subject to periodic review by law or as reasonably necessary to protect the Licensed Marks, TM Licensor at Licensor's request. Licensee shall not set quality standards higher than those generally characteristic on make any material change to the date hereof Submitted Materials as approved by Licensor without Licensor's prior written approval; c. The provisions of services rendered Section 7.4 of this Agreement; and d. All quality, style and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality image standards for other licensees use of the Licensed Marks delivered by Licensor to Licensee, including the style guide located at http://portfolio.e-zone.com/twc/html/styleguide /xxxxx.xxxx, xxx xxx Xx-Marketing Guidelines, Usage Guidelines and Trade Dress Guidelines set forth therein, however, it being understood and agreed that are lower than those set for MARKETING any written instructions delivered from time Licensor to time during Licensee shall take priority over such style guide in the term event of this License Agreementany conflict. Without limiting Licensee acknowledges that the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as Quality Standards may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends as may be necessary to use continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productMarks.

Quality Standards. MARKETING Licensee agrees that its failure to materially meet the nature standards and comply with the required conduct set forth in this Section 10 (the “Quality Standards”) and the Manufacturing Quality Standards shall constitute a material breach of this Agreement. (a) Licensee shall protect and maintain the Licensed Property by using the Licensed Property in compliance with the terms of this Agreement and by producing the Approved Licensor Products in compliance with Licensor’s quality standards listed on Exhibit D attached hereto. (b) Licensee shall, at Licensor’s request, provide Licensor with samples of all services rendered by MARKETING packaging, marketing, advertising or any other material bearing the Marks and/or Copyrights or used in connection with the Licensed MarksProperty for inspection and prior written approval by Licensor. If the Licensor approves any of the above, all goods sold by MARKETING under the Licensed MarksLicensee shall not be required to submit any samples or usages of substantially similar packaging, and all related marketing, advertising, promotional and or any other related uses such material. (c) Subject to Applicable Law, Licensee shall, at Licensor’s request, provide Licensor with samples of the Licensed Marks Approved Licensor Products for inspection and approval by MARKETING shall conform to reasonable standards set Licensor by and be under through Licensor’s designated agent in the control of TMTerritory for such purposes. MARKETING agrees that If the quality of all Licensor approves any such servicesApproved Licensor Products, goods, and advertising and promotional materials associated with the Licensed Marks Licensee shall be not have a duty to submit samples of the same quality as previously associated Approved Licensor Products. (d) Licensor shall have the right to rely on Licensee to: (i) materially comply at all times with all Applicable Laws in connection with the Licensed Marks. MARKETING further agrees that manufacture, distribution and/or sale of Approved Licensor Products in the quality of Territory; (ii) make commercially reasonable efforts to cause all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement to materially comply at all times with all Applicable Laws in connection with the standardsmanufacture, specifications, distribution and/or sale of Approved Licensor Products in the Territory; and (iii) regularly monitor and instructions as established by TM or audit such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productmaterial compliance.

Quality Standards. MARKETING agrees 4.1 Licensee acknowledges that the nature Trademark has established extremely valuable goodwill and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marksis well recognized among consumers, and all related advertising, promotional that it is of great importance to each party that in the sale and other related uses provision of the Licensed Marks Services the high standards and reputation that Century 21 and the owner of the Trademark have established be maintained. Accordingly, all Licensed Services provided by MARKETING shall conform to reasonable standards set by Licensee hereunder and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks products sold or installed in connection therewith shall be of the same first class installation and of high quality as previously associated is consistent with the respective price of such Licensed MarksServices and said products. MARKETING further All Licensed Services and the products sold or installed in connection therewith shall be commercially acceptable for the purposes for which they are sold. 4.2 Licensee may use the Trademark only pursuant to the specifications and designs for the Trademark approved in writing by Licensor or provided in writing by Licensor and only in the manner approved by Licensor with respect to the Licensed Services. For any Trademark that is federally registered, appropriate notice of registration in accordance with the applicable laws or regulations of the applicable jurisdiction shall accompany uses of such trademarks (a small "R" within a circle in the United States) as necessary to obtain the maximum protection for trademarks under the applicable trademark law. 4.3 Licensee shall submit to Licensor for Licensor's review and prior written approval samples of each initial use of all materials of any nature bearing the Trademark. The foregoing notwithstanding, following approval by Licensor of the initial use, no additional approval will be required with respect to any minor alterations in the format, layout, or color (excluding any such changes to the Trademark) of approved materials or any changes in media sources, provided that any such new media sources are substantially identical in all material respects to those previously approved by Licensor and will not have an adverse effect on the Trademarks, and provided that in all other respects such materials are substantially identical to the sample previously approved by Licensor. Licensor agrees that all materials bearing the quality Trademark which previously have been approved for use by American Remodeling or Facelifters Home Systems, Inc. may be used by Licensee so long as the name "U.S. Remodelers, Inc. "has been substituted for the name of such entity. 4.4 Licensor shall promptly approve or disapprove all submitted samples within five (5) business days of receipt of such sample and shall not unreasonably withhold its approval. Licensee shall seek approval as early as reasonably possible prior to production or use of each respective item bearing the Trademark. 4.5 Licensee shall, upon request, permit Licensor to visit Licensee's offices, work sites, or other places of business at any reasonable time, for inspection by Licensor's representatives of files, documents, products, and other materials relating to the Licensor's Licensed Services and products sold or installed in connection therewith at which time Licensor may take samples of such products and samples or copies of documents and other materials relating to the Licensed Services and such products, so long as taking such samples does not unreasonably interfere with Licensee's ability to complete jobs which are in progress. The provisions of Section 17 shall apply to all Confidential Information obtained through or derived from such inspections. 4.6 Licensee shall prepare and maintain periodic (at least quarterly) summary reports of all such services, goodscustomer complaints to any third party or government agency regarding the Licensed Services and products sold or installed in connection therewith during the Term, and advertisingupon request will promptly submit each such summary to Licensor following the end of each Quarter. In the event that, promotional in the reasonable opinion of Licensor, there is a material increase in the level of registered customer complaints as a percentage of total jobs undertaken, Licensee, upon notification from Licensor, shall promptly meet with Licensor to discuss steps necessary to reduce the number and other related uses severity of such customer complaints. Licensee shall promptly thereafter undertake and shall diligently pursue remedial efforts necessary to reduce the level of customer complaints to a level reasonably satisfactory to Licensor. 4.7 Licensee represents and warrants that the Licensed Services and products sold or installed in connection therewith shall be furnished in a xxxxxxx-like manner and that all products, labor and materials shall be of high quality. Licensee further represents and warrants that each completed application or installation performed hereunder shall be of high quality and that all applied or installed products and their application or installation shall remain in good condition and be free from defects in materials and workmanship for a period of at least one year from the date application or installation is completed. Licensee shall provide a written warranty to such effect to all of its customers for Licensed Services and products sold or installed in connection therewith conforming to applicable law. 4.8 Licensee agrees to maintain and adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its best efforts to adjust complaints of customers and resolve controversies with customers with respect to the sale or provision of the Licensed Marks Services and products sold or installed in connection therewith. In the event Licensee receives any notice that any application or installation or product is defective, Licensee shall conform with the standards, specifications, promptly investigate such complaint and instructions as established by TM shall promptly repair or such subsequent standards, specifications, replace any defective application or instructions reasonably comparable thereto promulgated by MARKETING subject installation at no additional cost pursuant to the approval terms of TMthe written warranty. In the event any adjustment remains unsatisfactory to the customer, Licensee agrees that it will use its best efforts to satisfy the reasonable complaints to such approval not to customer. 4.9 All Contracts must be unreasonably withheld or delayedin writing and signed by the customer. MARKETING Such contracts shall be deemed to have complied with retained by Licensee for a period of not less than two years from the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level date of service generally characteristic Licensee's receipt of full payment on the date hereof of retail service stations of MARKETING and its sublicensees that use Contract. Each Contract will identify Licensee as the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees vendor of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality subject matter of the foregoingContract and that Licensee is a licensee and not a subsidiary, MARKETING agrees to comply with the standardsdivision or affiliate of Century 21, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval Licensor or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productHFS.

Quality Standards. MARKETING agrees that (a) Licensor shall have the nature and right to control the quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods Products sold by MARKETING under the Licensed MarksXxxx solely as provided herein. Licensee shall furnish to Licensor, at no expense to Licensor, pre-production samples of the Product in the form that Licensee intends to manufacture and all related advertising, promotional and other related uses sell under either of the Licensed Marks by MARKETING to allow Licensor to review the quality of the Product, which shall conform be of a quality at least equal to reasonable standards that of Licensee's other fuse products in production. Thereafter, upon the request of Licensor, Licensee shall furnish, at no expense to Licensor, production samples of the Product Licensee intends to sell under each of the Licensed Marks to allow Licensor to monitor the quality of the Product. (b) Licensee agrees to adopt the level of quality as set by forth in Section 3 (a) hereof for the Product manufactured and be sold under the Licensed Marks as the minimum standard of quality for the Product. (c) Licensor shall have the right to request Licensee to make any changes and/or corrections to the Product manufactured and sold by Licensee under the Licensed Xxxx as may be required to maintain the quality standard prescribed by Licensor in Section 3(a) above, and Licensee agrees to make and incorporate said changes or corrections at Licensee's sole cost and expense. (d) Licensee shall utilize the Licensed Marks in accordance with Section 3.5 of the License Agreement. Upon Licensor's request, Licensee shall furnish to Licensor, at no expense to Licensor, samples of all literature and materials containing the Licensed Xxxx that Licensee distributes or intends to distribute. Licensor shall have the right to control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional marketing materials associated with bearing the Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, Xxxx and advertising, promotional and other related uses Licensee's use of the Licensed Marks shall conform with the standards, specifications, and instructions Xxxx solely as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayedprovided herein. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees If Licensor believes that use the Licensed Marks. Except as may be required by law Xxxx is being used in a manner that could diminish License's rights in or as reasonably protection of the Licensed xxxx, Licensee agrees, at Licensee's sole cost and expense, to make whatever reasonable changes and/or corrections Licensor deems necessary to protect the Licensed Marks, TM Xxxx. (e) Licensee agrees that it shall not set quality standards higher than those generally characteristic on engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the date hereof image and/or reputation of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING . (f) Licensee agrees to comply with the standardsall applicable local, specificationsstate, federal and instructions set out foreign laws and, at all times, to conduct its activities under this Agreement in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends a lawful manner. (g) Licensee agrees to use the Licensed Marks in accordance with and only on a new product within or in connection with the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productProduct.

Quality Standards. MARKETING agrees that (a) Licensee shall protect and maintain the nature Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with Licensor’s quality standards listed on Exhibit D attached hereto and as otherwise promulgated by Applicable Law (“Quality Standards”), as the same may be amended from time to time. (b) Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics and Licensee shall strictly comply with said instructions at all times. (c) Licensee shall, at Licensor’s request, provide Licensor with samples of all services rendered by MARKETING packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed MarksIP for inspection and prior written approval by Licensor. (d) Licensee shall, all goods sold by MARKETING under the Licensed Marksat Licensor’s request, and all related advertising, promotional and other related uses provide Licensor with samples of the Licensed Marks Products for inspection and approval by MARKETING shall conform to reasonable standards set Licensor by and be under through Licensor’s designated agent in the control Territory for such purposes; provided that nothing in this agreement shall require either party to take any action that may violate Applicable Law. (e) Licensee agrees to maintain and store raw materials and the Licensed Products in accordance with the Quality Standards at all times. (f) Licensor or its representative shall have the right to inspect any and all of TM. MARKETING Licensee’s facilities used in connection with Licensee’s obligations as contemplated herein, including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice for the purpose of determining compliance with this Agreement. (g) Licensee shall notify Licensor within twenty (24) hours upon discovery or suspicion of diversion, theft, loss, breach of security, or any other criminal activity relating to the Licensed IP or the Licensed Products. (h) Licensee agrees that to have each batch of Licensed Products tested in accordance with Applicable Law and the quality Quality Standards by duly licensed and accredited testing facilities and make available to Licensor with true and correct copies of all such services, goods, and advertising and promotional materials test results associated with the Licensed Marks Products or products containing the Licensed IP. (i) Licensor shall be of have the same quality as previously associated right to rely on Licensee to: (i) strictly comply at all times with all Applicable Laws in connection with the cultivation, manufacture, distribution and/or sale of Licensed Marks. MARKETING further agrees Products in the Territory; (ii) ensure that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform others authorized by Licensee or acting on Licensee’s behalf in connection with this Agreement strictly comply at all times will all Applicable Laws in connection with the standardscultivation, specificationsmanufacture, distribution and/or sale of Licensed Products in the Territory; and (iii) regularly monitor and audit such strict compliance. Licensor agrees to comply with such instructions as established given by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except Licensee as may be required by law or as reasonably necessary for Licensee to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees comply with Applicable Law in respect of the Licensed Marks Products. (j) Licensee agrees: (i) that are lower during cultivation it will keep the Licensed IP separate and distinct from the other varieties it grows, such that the Licensed IP is not cross-bred or genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided); (ii) it will not transfer any plants or seeds containing the Genetics to any other person or entity for planting; (iii) that it will not plant and may not transfer to others for planting any seed, plants, or cuttings that the Licensee has produced containing the Genetics for crop breeding, research, or generation of any data; (iv) Licensee may not conduct research on Licensee’s crop produced from the Genetics other than those set to make agronomic comparisons and conduct yield testing for MARKETING from time to time Licensee’s own use; and (v) Licensee will use only the flower cultivated using the Genetics and other Licensed IP at Licensee’s Cultivation Premises in the manufacture or production of the Licensed Products. (k) The parties covenant and agree that, during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use neither party nor any of their agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably be construed to be derogatory, critical of, the Licensed Marks with a new productother party, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TMits products or services, and TM shall give reasonable consideration toor such parties subsidiaries, an amended proposal for such new productaffiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives.

Quality Standards. MARKETING agrees (a) Licensor acknowledges that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, and all related advertising, promotional and other related uses it has approved Licensee’s current use of the Licensed Marks by MARKETING shall conform to reasonable standards set by on Licensee’s Products in existence on the Effective Date and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and in advertising and promotional materials associated with materials, including but not limited to: (i) Licensee’s uses on binders, tradeshow booths, letterhead, and other marketing materials; and (ii) the Licensed uses in the Licensee’s catalogs, fliers, post cards, web pages and other marketing materials. Licensor further acknowledges and agrees that any use by Licensee or Permitted Third Parties of the Marks on Licensee’s Products or on Licensee’s advertising and marketing material that does not materially differ from the uses by Licensee prior to the Effective Date (including but not limited to replicating such uses on Internet web pages, fliers, mailers, catalogs and other advertising pieces) will not require any additional approvals. Licensee shall revise any photographs in its catalogs and on its websites that do not reflect the type style requested by Licensor as of the date of this Agreement and such revisions shall be reflected in Licensee’s Spring 2011 catalog. (b) Subject to the foregoing, prior to any use of any of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such servicesMarks on any new products or new advertising/marketing, goodsLicensee shall furnish to Licensor, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to for the approval of TMLicensor, samples and mock-ups of all Licensee Products and copies of all formats of all advertising and promotional material on which any such approval not to be unreasonably withheld or delayedMarks appear (the “Materials”). MARKETING All samples and mock-ups shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time sent in accordance with this Paragraph 4the Notice provisions set forth in Section 17 hereof. If MARKETING intends Licensor shall have the right to use approve all Licensee Products or Materials or to require Licensee, as a condition to Licensor's approval, to make alterations or modifications to such Licensee Products or Materials and promptly resubmit the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior same to initiating such new product use, and such Licensor. Such approval shall not be unreasonably withheld withheld. Any Licensee Products and/or Materials submitted to Licensor shall be deemed approved unless Licensor notifies Licensee to the contrary within fifteen (15) days after receipt of such Licensee Products and/or Materials. Licensee shall not distribute, sell, display or advertise any Licensee Products unless and until the sample for such Licensee Product has been approved or deemed approved by TMLicensor pursuant to this Section 5(b). TM All Licensee Products manufactured, distributed, sold, displayed and/or advertised by Licensee shall provide MARKETING with notice conform to the sample approved or deemed approved by Licensor. Licensor shall not be obligated to return to Licensee any samples that it receives pursuant to this Section 5. Color changes, model changes, style and grade designations, cosmetic type changes, or changes that do not materially alter the specifications of a Licensee Product or Materials will not constitute a new product or advertising that requires Licensor’s approval under this agreement. (c) Upon request of Licensor but, in any event, not more than once per Contract Year, Licensee shall furnish, or cause to be furnished, to Licensor current production samples of the Licensee Products and the advertising, labeling, packaging and boxing thereof, to allow Licensor to verify that the Licensee Products being manufactured conform to the samples approved by Licensor pursuant to Section 5(b) above. Licensor shall have the same right of approval or disapproval with respect to each current production sample as it has with respect to samples pursuant to Section 5(b) above. In the event that Licensor gives Licensee notice of disapproval of any current production sample, Licensee shall promptly cure the non-conformity and resubmit a conforming current production sample to Licensor for approval, as the case may be, . If a conforming current production sample is not submitted by Licensee and approved or deemed approved by Licensor within thirty (30) calendar days of Licensor's initial notice of disapproval, Licensee shall, on written notice from Licensor, cease manufacture, distribution, and sale of such Licensee Product until such approval is obtained. Licensor acknowledges that, due to the receipt catalog nature of Licensee’s business, it is not feasible to remove such products from the catalog until Licensee’s existing catalog is replaced by a new catalog. (d) Licensee shall manufacture, distribute, display, sell and advertise the Licensee Products in accordance with the standards of quality associated with the Marks as may be reasonably established by Licensor from time to time and, to insure compliance, Licensor or its designated representative shall be permitted, no more than once per Contract Year, upon at least 30 days prior written notice, to inspect any facility used to manufacture, distribute, display or sell the Licensee Products. (e) Licensee shall comply at all times at its sole expense with all applicable laws and regulations pertaining to the sale, display, distribution, advertisement and performance of the notice Licensee Products. (f) Upon Licensor's request, Licensee shall provide Licensor with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any satisfactory evidence of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use types and extent of its uses of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productMarks.

Quality Standards. MARKETING Licensee agrees that its failure to meet the nature standards and conduct set forth in this section and the Quality Standards shall constitute a material breach of this Agreement. (a) Licensee and each Licensed Operator shall protect and maintain the Licensed IP by using the Licensed IP strictly in compliance with the terms of this Agreement and by producing the Licensed Products in strict compliance with and in accordance with the minimum quality standards promulgated by Applicable Law in the Territory. (b) At the request of the Licensee or any Licensed Operator, Licensor will provide instructions on the proper nutrients, drying, and curing process, which preserves the highest quality possible product for the Genetics. (c) Licensee shall, at Licensor’s request, provide Licensor with samples of all services rendered by MARKETING packaging, marketing, advertising or any other material bearing the Marks or used in connection with the Licensed Marks, all goods sold by MARKETING under IP for inspection. (d) Each Licensed Operator agrees to maintain and store raw materials and the Licensed MarksProducts in accordance with the Applicable Law at all times. (e) Licensor or its representative shall have the right, but not more than twice per year, to inspect any and all related advertisingeach Licensed Operator’s facilities, promotional including but not limited to facilities where Licensed Products are cultivated, manufactured, warehoused, distributed, marketed, or sold upon reasonable advance notice. (f) Each Licensed Operator agrees to have each batch of Licensed Products tested in accordance with Applicable Law and other related uses of the Licensed Marks Quality Standards set forth on Exhibit D by MARKETING shall conform to reasonable standards set by duly licensed and be under the control of TM. MARKETING agrees that the quality accredited testing facilities and make available Licensor with true and correct copies of all such services, goods, and advertising and promotional materials test results associated with the Licensed Marks shall be of the same quality as previously associated with Products or products containing the Licensed Marks. MARKETING further IP. (g) Each Licensed Operator agrees that the quality of all such services, goods, and advertising, promotional and other related uses of during cultivation it will keep the Licensed Marks shall conform with IP separate and distinct from the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TMother varieties it grows, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law IP is not cross-bred or as reasonably necessary to protect genetically intermingled with other plant material or genetics (for the avoidance of doubt, this standard does not necessarily require physical barriers if cross-breeding is otherwise avoided. (h) Licensee and each Licensed MarksOperator covenants and agrees that, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration neither it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use nor any of the Licensed Marks its agents, subsidiaries, affiliates, successors, assigns, officers, key employees, or directors, shall in any way, directly or indirectly, alone or in concert with a new productothers, then TM shall provide a cause, express, or cause to be expressed, orally or in writing, any remarks, statements, comments, or criticisms that disparage, call into disrepute, defame, slander, or which can be reasonably detailed explanation be construed to MARKETING as to why TM found the proposed use be derogatory, critical of, or negative toward Licensor, IP Owner, its products or services, or such Parties subsidiaries, affiliates, successors, assigns, officers, directors, employees, stockholders, agents, attorneys or representatives, or any of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new producttheir products or services.

Quality Standards. MARKETING agrees 4.1 Licensee acknowledges that the nature Trademark has established extremely valuable goodwill and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marksis well recognized among consumers, and all related advertising, promotional that it is of great importance to each party that in the sale and other related uses provision of the Licensed Marks Services the high standards and reputation that Century 21 and the owner of the Trademark have established be maintained. Accordingly, all Licensed Services provided by MARKETING shall conform to reasonable standards set by Licensee hereunder and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks products sold or installed in connection therewith shall be of the same first class installation and of high quality as previously associated is consistent with the respective price of such Licensed MarksServices and said products. MARKETING further All Licensed Services and the products sold or installed in connection therewith shall be commercially acceptable for the purposes for which they are sold. 4.2 Licensee may use the Trademark only pursuant to the specifications and designs for the Trademark approved in writing by Licensor or provided in writing by Licensor and only in the manner approved by Licensor with respect to the Licensed Services. For any Trademark that is federally registered, appropriate notice of registration in accordance with the applicable laws or regulations of the applicable jurisdiction shall accompany uses of such trademarks (a small "R" within a circle in the United States) as necessary to obtain the maximum protection for trademarks under the applicable trademark law. 4.3 Licensee shall submit to Licensor for Licensor's review and prior written approval samples of each initial use of all materials of any nature bearing the Trademark. The foregoing notwithstanding, following approval by Licensor of the initial use, no additional approval will be required with respect to any minor alterations in the format, layout, or color (excluding any such changes to the Trademark) of approved materials or any changes in media sources, provided that any such new media sources are substantially identical in all material respects to those previously approved by Licensor and will not have an adverse effect on the Trademarks, and provided that in all other respects such materials are substantially identical to the sample previously approved by Licensor. Licensor agrees that all materials bearing the quality Trademark which previously have been approved for use by American Remodeling, Inc. may be used by Licensee so long as Licensee's legal name has been substituted for the name of such entity. 4.4 Licensor shall promptly approve or disapprove all submitted samples within five (5) business days of receipt of such sample and shall not unreasonably withhold its approval. Licensee shall seek approval as early as reasonably possible prior to production or use of each respective item bearing the Trademark. Unless Licensee receives from Licensor written approval or disapproval (together with specific reasons for any such disapproval) at the end of such twenty (20) day business day period, such samples shall be deemed approved by Licensor. 4.5 Licensee shall, upon prior written request, permit Licensor to visit Licensee's offices, work sites, or other places of business at any reasonable time, for inspection by Licensor's representatives of files, documents, products, and other materials relating to the Licensor's Licensed Services and products sold or installed in connection therewith at which time Licensor may take samples of such products and samples or copies of documents and other materials relating to the Licensed Services and such products, so long as taking such samples does not unreasonably interfere with Licensee's ability to complete jobs which are in progress. The provisions of Section 17 shall apply to all Confidential Information obtained through or derived from such inspections. 4.6 Licensee shall prepare and maintain periodic (at least quarterly) summary reports of all such services, goodscustomer complaints to any third party or Government agency regarding the Licensed Services and products sold or installed in connection therewith during the Term, and advertisingupon request will promptly submit each such summary to Licensor following the end of each Quarter. In the event that, promotional in the reasonable opinion of Licensor, there is a material increase in the level of registered customer complaints as a percentage of total jobs undertaken, Licensee, upon notification from Licensor, shall promptly meet with Licensor to discuss steps necessary to reduce the number and other related uses severity of such customer complaints. Licensee shall promptly thereafter undertake and shall diligently pursue remedial efforts necessary to reduce the level of customer complaints to a level satisfactory to Licensor. 4.7 Licensee represents and warrants that the Licensed Services and products sold or installed in connection therewith shall be furnished in a workmanlike manner and that all products, labor and materials shall be of high quality. Licensee further represents and warrants that each completed application or installation performed hereunder shall be of high quality and that all applied or installed products and their application or installation shall remain in good condition and be free from defects in materials and workmanship for a period of at least one year from the date application or installation is completed. Licensee shall provide a written warranty to such effect to all of its customers for Licensed Services and products sold or installed in connection therewith conforming to applicable law. 4.8 Licensee agrees to maintain and adhere to a general policy of customer satisfaction satisfactory to Licensor and shall use its best efforts to adjust complaints of customers and resolve controversies with customers with respect to the sale or provision of the Licensed Marks Services and products sold or installed in connection therewith. In the event Licensee receives any notice that any application or installation or product is defective, Licensee shall conform with the standards, specifications, promptly investigate such complaint and instructions as established by TM shall promptly repair or such subsequent standards, specifications, replace any defective application or instructions reasonably comparable thereto promulgated by MARKETING subject installation at no additional cost pursuant to the approval terms of TMthe written warranty. In the event any adjustment remains unsatisfactory to the customer, Licensee agrees that it will use its best efforts to satisfy the reasonable complaints to such approval not to customer. 4.9 All Contracts must be unreasonably withheld or delayedin writing and signed by the customer. MARKETING Such contracts shall be deemed to have complied with retained by Licensee for a period of not less than two years from the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level date of service generally characteristic Licensee's receipt of full payment on the date hereof of retail service stations of MARKETING and its sublicensees that use Contract. Each Contract will identify Licensee as the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees vendor of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality subject matter of the foregoingContract and that Licensee is a licensee and not a subsidiary, MARKETING agrees to comply with the standardsdivision or Affiliate of Century 21, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval Licensor or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productHFS.

Quality Standards. MARKETING agrees that a. Licensee acknowledges Pillsbury's right to approve the nature quality, style and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, and all related advertising, promotional and other related uses appearance of the Licensed Marks by MARKETING shall conform Products and Associated Materials and any other materials used in connection therewith. b. Licensee agrees to reasonable standards set by and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with manufacture the Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM or such subsequent standards, specificationsProducts at Licensee-owned manufacturing facilities, or instructions reasonably comparable thereto promulgated any other facility approved in advance by MARKETING subject to the Pillsbury, which approval of TM, such approval shall not to be unreasonably withheld or delayed. MARKETING Pillsbury shall be permitted to audit the manufacturing of the Licensed Products at such facilities. If, with Pillsbury's prior written approval, Licensee subcontracts the manufacture of the Licensed Products, Licensee shall ensure that such subcontractor both complies and is contractually obligated to comply with the provisions of Paragraph 3(e) below, provided, however, Licensee shall remain fully and primarily liable to Pillsbury under this Agreement for the performance of any such subcontractors. c. Upon execution hereof, Licensee shall submit to Pillsbury for Pillsbury's modification (if deemed necessary by Pillsbury) and approval, a Product Manual containing good manufacturing practices; plant quality control procedures; consumer and manufacturing complaint procedures; product recall and withdrawal procedures; audit and inspection procedures; and finished product ingredient specifications and shelf life for the Licensed Products. With respect to the Licensed Products, Licensee shall adhere to the practices, procedures, specifications and quality programs contained in the Product Manual as approved by Pillsbury. Upon approval by Pillsbury, the Product Manual shall be deemed incorporated in its entirety into this Agreement. d. Licensee shall comply with the methods of testing raw materials, ingredients and packaging materials, and finished Licensed Products in accordance with state and federal standards and in accordance with the Product Manual. No material alterations, modifications or other changes to have complied with the Licensed Products or Product Manual shall be made after their initial approval without further written approval of Pillsbury. Licensee shall maintain its manufacturing facilities and equipment in a clean and sanitary manner and in good working order. License shall conduct, at its own expense, certain tests of the Licensed Products pursuant to the quality standards set forth in existence from time the Product Manual and which test results shall, at Pillsbury's request, be delivered by Licensee to time under this License Pillsbury; provided, however, Licensee shall immediately advise Pillsbury of results that indicate material noncompliance with the Product Manual and upon instruction of Pillsbury immediately correct such defects. e. Licensee acknowledges and agrees that Pillsbury, or a mutually acceptable third party, may inspect, or cause to be inspected, on reasonable notice, and subject to the Confidentiality Agreement so between the parties executed on December 12, 1996, the following: manufacturing, warehouse and distribution facilities, ingredients and raw materials, and finished and in- process Licensed Products, and Pillsbury may audit or cause to be audited Licensee's quality control and sanitation programs. After each inspection and audit, Pillsbury will submit reports to Licensee, instructing corrective action if the facility, program or condition does not meet the requirements set forth in Title 21 of the Code of Federal Regulations and Chapters 3 and 4 of the Federal Food Drug and Cosmetic Act, as amended, or does not comply with the Product Manual. Licensee agrees to implement the necessary corrective action within a reasonable time; provided, however, Licensee shall immediately suspend utilizing a manufacturing and/or warehouse facility, when in Pillsbury's reasonable judgment, a defect or condition is found that causes or may cause a material health or safety risk. Licensee shall, for as long as MARKETING maintains the physical condition ofhealth or safety risk is present, and refrain from utilizing the services provided throughaffected facility to make the Products. If Licensee continues to utilize the affected facility to manufacture the Products, Branded Outlets Pillsbury shall have the right to immediately terminate or suspend this Agreement. Should this Agreement be so terminated or suspended, Licensee shall have no cause of action against Pillsbury in connection with such termination or suspension, including but not limited to, any claim for damages or compensation for losses or expenses incurred, or for lost profits. Licensee agrees to incorporate provisions consistent herewith into any agreement with any third parties whom Licensee may employ to manufacture, distribute or store any Products or components of Products. x. Xxxxxxxxx has the unqualified right to withdraw its approval of any Products in the event that their quality ceases to materially worse than conform with the physical condition and level specifications set forth in the Product Manual. Pillsbury has the unqualified right to withdraw its approval of service generally characteristic on any Associated Materials in the date hereof of retail service stations of MARKETING and its sublicensees event that use the Licensed Marks. Except as may be required by law or as reasonably necessary their quality ceases to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality materially conform with Pillsbury's standards for other licensees of the Licensed Marks that are lower than those set quality and for MARKETING from intellectual property protection. g. From time to time during the term Term, Pillsbury may make any changes to the Product Manual or the standards of this License Agreementquality for Associated Materials. Without limiting Licensee shall adhere to the generality so changed Product Manual and standards of quality for Associated Materials unless such changes render the manufacture or the affected Products impossible or commercially nonfeasible as measured by comparable branded products of Licensee. h. From time to time, at Pillsbury's request, Licensee shall submit to Pillsbury, a reasonable quantity of representative Products and Associated Materials. i. Licensee will submit to Pillsbury, for prior and prompt approval, samples of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days Products prior to initiating such new product use, and such approval the first shipment date of the Products. Pillsbury shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval make best efforts to approve or non-approval, as reject the case may be, Products within thirty ten (3010) business days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM samples from Licensee. Pillsbury shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any advise Licensee of the Licensed Marks with a new product, then TM reason for the rejection of any Products. Licensee shall provide a reasonably detailed explanation make changes to MARKETING as the rejected Products to why TM found the proposed use reasonable satisfaction of the Licensed Marks unacceptable. MARKETING may resubmit Pillsbury prior to TM, and TM shall give reasonable consideration to, an amended proposal for such new producttheir sale or distribution.

Quality Standards. MARKETING agrees that the nature and quality of all services rendered by MARKETING Any Trademark shall be used only on or in connection with the sale of Licensed Marks, all goods Products manufactured and sold by MARKETING under the Licensed Marks, and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional materials associated with the Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, and advertising, promotional and other related uses of the Licensed Marks shall conform with the standards, specifications, and instructions as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees that use the Licensed Marks. Except as may be required by law or as reasonably necessary to protect the Licensed Marks, TM shall not set quality standards higher than those generally characteristic on the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4Agreement. If MARKETING intends Any Licensed Product sold under a Trademark by Kissei or a permitted sublicensee shall be subject to the following restrictions: (a) The marking or packaging of any Licensed Product shall comply with all applicable laws, regulations and governmental requirements of the jurisdictions in which such Licensed Product is manufactured and sold; (b) Whenever and wherever legally permissible in the Territory, all packages in which a Licensed Product is to be sold to consumers shall bear a prominent legend in a form approved by MGI and in Japanese or other official languages in the Territory as are appropriate, stating that such Licensed Product is "Sold by [Kissei or permitted sublicensee] under license from MGI PHARMA, INC., Minneapolis, Minnesota, USA"; (c) To the extent consistent with the foregoing paragraph (a), MGI may establish reasonable standards, after consultation with Kissei and consistent with the rules and regulations of the PAB, for the marking and packaging of Licensed Products and use the Licensed Marks on a new product within the ambit of a particular registration it Trademark, which standards shall request approval be provided to Kissei in writing as soon as feasible and in any event prior to the filing by Kissei of the first application for Marketing Authorization of such new product from TM Licensed Product in the Territory. MGI may also make reasonable changes, consistent with the rules and regulations of the PAB, to such standards, provided that MGI shall give at least thirty (30) days notice to Kissei prior to initiating the implementation of such new product usechanges. MGI and Kissei will mutually discuss any proposed changes in MGI's quality standards under this Section 4.4(c), and MGI will agree to such approval shall not be unreasonably withheld reasonable modifications to such proposed changes, as Kissei may suggest as being necessary in connection with the marketing of a Licensed Product in the Territory; (d) Upon request by TM. TM MGI, Kissei shall provide MARKETING MGI with notice samples of approval any brochures, professional literature, packaging and consumer instructions which are created or intended for use by Kissei or any of its Affiliates in the advertising, promotion, marketing or sale of a Licensed Product bearing a Trademark to verify compliance with MGI's trademark standards. If such materials are in any language other than English, Kissei shall also supply a true and accurate translation thereof in the English language to facilitate MGI's review thereof, provided, however, Kissei shall be solely and exclusively responsible for any errors or omissions in such non-approvalEnglish materials, as notwithstanding any such review by MGI. Kissei shall also permit MGI, upon reasonable notice and at times reasonably acceptable to Kissei, to examine any stocks of Licensed Products held by Kissei or any permitted sublicensees to verify compliance with MGI's trademark standards; (e) If MGI notifies Kissei in writing of any non-conformity with MGI's standards in the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING a Trademark, Kissei shall promptly take all reasonable steps or measures, at Kissei's sole cost and expense, necessary to ensure that such use complies with MGI's standards; and (f) Neither Kissei nor its permitted sublicensees may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productuse a Trademark in combination with any other trademark or trade name.

Quality Standards. MARKETING agrees that a. Licensor shall have the nature and right to control the quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods Product sold by MARKETING under the Licensed MarksXxxx solely as provided herein. Licensee shall furnish to Licensor, at no expense to Licensor, pre-production samples of the Product in the form that Licensee intends to manufacture and sell under the Licensed Xxxx to allow Licensor to review the quality of the Product, which shall be of a quality at least equal to that of Licensee's other fuse products in production. Thereafter, upon the request of Licensor, Licensee shall furnish, at no expense to Licensor, production samples of the Product Licensee intends to sell under the Licensed Xxxx to allow Licensor to monitor the quality of the Product. b. Licensee agrees to adopt the level of quality as set forth in Section 3(a) hereof for the Product manufactured and sold under the Licensed Xxxx as the minimum standard of quality for the Product. c. Licensor shall have the right to request Licensee to make any changes and/or corrections to the Product manufactured and sold by Licensee under the Licensed Xxxx as may be required to maintain the quality standard prescribed by Licensor in Section 3(a) above, and all related advertising, promotional Licensee agrees to make and other related uses incorporate said changes or corrections at Licensee's sole cost and expense. d. Licensee shall utilize the Licensed Xxxx in accordance with Section 3.5 of the License Agreement. Upon Licensor's request, Licensee shall furnish to Licensor, at no expense to Licensor, samples of all literature and materials containing the Licensed Marks by MARKETING Xxxx that Licensee distributes or intends to distribute. Licensor shall conform have the right to reasonable standards set by and be under the control of TM. MARKETING agrees that the quality of all such services, goods, and advertising and promotional marketing materials associated with bearing the Licensed Marks shall be of the same quality as previously associated with the Licensed Marks. MARKETING further agrees that the quality of all such services, goods, Xxxx and advertising, promotional and other related uses Licensee's use of the Licensed Marks shall conform with the standards, specifications, and instructions Xxxx solely as established by TM or such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayedprovided herein. MARKETING shall be deemed to have complied with the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees If Licensor believes that use the Licensed Marks. Except as may be required by law Xxxx is being used in a manner that could diminish Licensor's rights in or as reasonably protection of the Licensed Xxxx, Licensee agrees, at Licensee's sole cost and expense, to make whatever reasonable changes and/or corrections Licensor deems necessary to protect the Licensed Marks, TM Xxxx. e. Licensee agrees that it shall not set quality standards higher than those generally characteristic on engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the date hereof of services rendered and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees image and/or reputation of the Licensed Marks that are lower than those set for MARKETING from time to time during the term of this License Agreement. Without limiting the generality of the foregoing, MARKETING agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, as may be modified from time to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productXxxx.

Quality Standards. MARKETING agrees that the nature and quality of all services rendered by MARKETING in connection with the Licensed Marks, all goods sold by MARKETING under the Licensed Marks, and all related advertising, promotional and other related uses of the Licensed Marks by MARKETING shall conform to reasonable standards set by and be under the control of TM. MARKETING agrees (i) LICENSEE acknowledges that the quality of all such services, goodsLicensed Products must be the highest in order to preserve and maintain LICENSOR's reputation and the goodwill inherent in the Trademarks, and advertising agrees that failure to adhere to LICENSOR's quality standards as set forth on Exhibit E hereto ("Standards") will impair the value and promotional materials goodwill associated with the Licensed Marks shall be of the same quality as previously associated with the Licensed MarksTrademarks. MARKETING further LICENSEE therefore agrees that prior to the quality sale of all such servicesa Licensed Product, goods, it shall follow the material submission procedures as provided on Exhibit F hereto and advertising, promotional and other related uses utilize the submission form as set forth on Exhibit G hereto. LICENSEE shall submit three (3) samples of the Licensed Marks Product, together with a copy of the Licensed Product specifications (“Specifications”), to LICENSOR for written approval, as provided on Exhibit F hereto. LICENSOR shall conform with the standards, specifications, and instructions as established by TM use reasonable efforts to provide written approval or disapproval of any Licensed Products within fifteen (15) business days after receipt thereof. LICENSOR’s failure to approve or disapprove within such subsequent standards, specifications, or instructions reasonably comparable thereto promulgated by MARKETING subject to the approval of TM, such approval not to be unreasonably withheld or delayed. MARKETING period shall be deemed disapproval, unless LICENSOR subsequently notifies LICENSEE of its written approval. LICENSOR shall have the right, in its sole discretion, to have complied with approve or disapprove any Licensed Products. Once LICENSOR's final review and approval has been obtained, LICENSEE agrees that it shall not deviate from the quality standards in existence from time to time under this License Agreement so long as MARKETING maintains the physical condition of, approved samples and the services provided through, Branded Outlets not materially worse than the physical condition and level of service generally characteristic on the date hereof of retail service stations of MARKETING and its sublicensees Specifications without LICENSOR’s written approval. If LICENSOR determines that use the Licensed Marks. Except as may be required by law or as reasonably necessary Product does not conform to protect the Licensed Marksapproved samples and Specifications, TM LICENSEE shall not set quality standards higher than those generally characteristic on immediately stop the date hereof of services rendered manufacture, distribution and goods sold through retail service stations of MARKETING and its sublicensees that use the Licensed Marks. TM shall not set quality standards for other licensees sale of the nonconforming Licensed Marks that are lower than those set for MARKETING from time Product. Failure to time during follow the term of this License Agreementprocedures as provided on Exhibit F hereto shall deem all materials unapproved and subject to immediate recall. Without limiting LICENSOR reserves the generality of right to change the foregoing, MARKETING material submission procedures and form. LICENSEE further agrees to comply with the standards, specifications, and instructions set out in Schedule B hereto, LICENSOR's Quality Requirements as may be modified from time they relate to time in accordance with this Paragraph 4. If MARKETING intends to use the Licensed Marks on a new Acceptable Quality Levels (AQLs) for product within the ambit of a particular registration it shall request approval for such new product from TM at least thirty (30) days prior to initiating such new product use, and such approval shall not be unreasonably withheld by TM. TM shall provide MARKETING with notice of approval or non-approval, as the case may be, within thirty (30) days of the receipt of the notice with respect to MARKETING’s intended new product; provided that TM shall be deemed to have given such approval if TM fails to deliver to MARKETING any notice within such 30-day period. If TM rejects any proposal to use any of the Licensed Marks with a new product, then TM shall provide a reasonably detailed explanation to MARKETING as to why TM found the proposed use of the Licensed Marks unacceptable. MARKETING may resubmit to TM, and TM shall give reasonable consideration to, an amended proposal for such new productquality.