Common use of Standard of Quality Clause in Contracts

Standard of Quality. As a condition to maintaining the rights granted under Section 1.1, above, Licensees shall be required to maintain the standards of quality (in terms of facility utilization and maintenance, product and service offerings, and customer service) established for the Golf Facilities by GBI as owner of the Golden Bear Endorsement, which standards contemplate a golf teaching and practice facility substantially in the form of the current Golf Facilities which conforms with the requirements otherwise described in this Section 2. The parties acknowledge that Licensor reserves the right, with the consent of GBI as owner of the Facility Trademark, to modify and supplement the standards of quality reflected in this Agreement as necessary during its term to reflect modifications to the forms of teaching and practice facilities and services offered to the public by Licensor, its affiliates and licensees under the Facility Trademark. Additional standards of quality which are adopted by GBI to cover Upgrades developed by Licensor during the term of this Agreement shall become effective upon actual utilization by Licensees of any such Upgrades at the Golf Facilities under the ongoing license granted under Section 1.1, above. New standards which are adopted by GBI to cover facilities, equipment or operations currently conducted at the Golf Facilities shall become applicable: (i) upon written notice from Licensor, if the implementation of such standards does not require any additional capital investment by Licensees or significantly increase their operating expenses, or (ii) at such time, if any, as non-conforming facilities and equipment are replaced by Licensees in the normal course of business or conflicting operating standards are abandoned, provided that Licensees may replace non-conforming facilities or equipment or conflicting operating standards with reasonably comparable items or standards if implementation of GBI's new standards would significantly increase the costs of such replacement or Licensees' operating expenses. Without limiting the rights of Licensor under this Agreement or the rights of GBI to protect the goodwill of its trademarks under its master licensing agreements with GB Golf and Licensor, authorized representatives of Licensor and/or GBI shall have the right to inspect any Golf Facilities owned and operated by Licensees a reasonable number of times per year on reasonable notice during reasonable hours to ensure that such Golf Facilities are being maintained and operated in accordance with the quality standards of GBI as reflected in this Agreement.

Standard of Quality. As a condition to maintaining the rights granted under Section 1.1, above, Licensees shall be required to maintain the standards of quality (in terms of facility utilization and maintenance, product and service offerings, and customer service) established for the Golf Facilities by GBI as owner of the Golden Bear Endorsement, which standards contemplate a golf teaching and practice facility substantially in the form of the current Golf Facilities which conforms with the requirements otherwise described in this Section 2. The parties acknowledge that Licensor reserves the right, with the consent of GBI as owner of the Facility Trademark, to modify and supplement the standards of quality reflected in this Agreement as necessary during its term to reflect modifications to the forms of teaching and practice facilities and services offered to the public by Licensor, its affiliates and licensees under the Facility Trademark. Additional standards of quality which are adopted by GBI to cover Upgrades developed by Licensor during the term of this Agreement shall become effective upon actual utilization by Licensees of any such Upgrades at the Golf Facilities under the ongoing license granted under Section 1.1, above. New standards which are adopted by GBI to cover facilities, equipment or operations currently conducted at the Golf Facilities shall become applicable: (i) upon written notice from Licensor, if the implementation of such standards does not require any additional capital investment by Licensees or significantly increase their operating expenses, or (ii) at such time, if any, as non-conforming facilities and equipment are replaced by Licensees in the normal course of business or conflicting operating standards are abandoned, provided that Licensees may replace non-conforming facilities or equipment or conflicting operating standards with reasonably comparable items or standards if implementation of GBI's new standards would significantly increase the costs of such replacement or Licensees' operating expenses. Without limiting the rights of Licensor under this Agreement or the rights of GBI to protect the goodwill of its trademarks under its master licensing agreements with GB Golf and Licensor, authorized representatives of Licensor and/or GBI shall have the right to inspect any Golf Facilities owned and operated by Licensees a reasonable number of times per year on reasonable notice during reasonable hours to ensure that such Golf Facilities are being maintained and operated in accordance with the quality standards of GBI as reflected in this Agreement.

Standard of Quality. As a condition to maintaining (a) Licensee shall ensure that Products bearing the rights granted under Section 1.1Licensed Xxxx and their manufacture, above, Licensees distribution and packaging shall be required of a high standard and of such style, appearance and quality as shall be suited to maintain the protection of the good will pertaining thereto, and shall conform to Licensor's manufacturing and packaging standards as set forth on Exhibit B hereto (which shall be provided within 60 days of the date hereof). All such Products shall be manufactured, sold, labeled, packaged, distributed and marketed in accordance, in all material respects, with all applicable laws concerning Products in the Territory. (b) Licensee specifically acknowledges that the product development process is a collaborative process and that it will actively and timely seek to obtain Licensor's creative input, including input relating to the social mission requirements contained in Section 7, with respect to the styles, designs, containers, packaging contents and quality of all Licensee's Products bearing the Licensed Xxxx and creative marketing. Before selling or distributing any such Product, Licensee shall deliver to Licensor for its approval two samples of each such Product together with its containers, labels and packaging as well as proposed marketing materials, which approval shall not unreasonably be withheld or delayed. The foregoing approval process shall also apply to changes in the formula for any Product with respect to a given country. Licensee shall bear the cost of any and all such changes. (c) Licensor and its authorized representatives shall have the right, during normal business hours and upon reasonable prior notice, for the duration of the Agreement, (i) to inspect all facilities utilized by Licensee in connection with its manufacture of Products pursuant hereto and to examine Products in process of manufacture, and (ii) to gain reasonable access to the records of Licensee relating to quality control, in each case so long as Licensor does not unreasonably disrupt the normal operations of Licensee. Licensee and its Affiliates shall maintain, at their respective main offices, books and records regarding customers, permitted co-packers and sublicensees, product complaints and claims and all other particulars necessary for verifying compliance with the terms of this Agreement. Licensee and its Affiliates shall make such books and records available to Licensor and its designated representatives, from time to time, during normal business hours and upon reasonable prior notice. Such records shall be maintained by Licensee and its Affiliates for a period of 24 months after expiration or termination of this Agreement; PROVIDED, HOWEVER, that such books and records need not be retained longer than four years following the end of the year to which such books and records relate. Licensor shall be entitled to make copies, at its expense, of any such records. (d) Sections 4(a) and 4(c), the first sentence of each of Section 4(e)(i) and 7(e)(i), and the first sentence of Section 7(e)(iv) and Exhibit B shall apply equally to any co-packer (or manufacturing sublicensee). Licensee shall use commercially reasonable efforts to cause any co-packer or (manufacturing sublicensee) to give reasonable notice of any recall, retrieval or withdrawal of which it becomes aware and to cease and desist from the continued manufacture or labeling of Products in violation of the standards contained in Exhibit B. Licensee shall not use any co-packer (or manufacturing sublicensee) without the prior written consent of quality Licensor, which consent shall not unreasonably be withheld or delayed. In requesting such consent, Licensee shall concurrently furnish to Licensor an agreement (in terms of facility utilization and maintenance, product and service offerings, and customer serviceEnglish) established for with such co-packer (or manufacturing sublicensee) reasonably satisfactory to Licensor with respect to the Golf Facilities by GBI as owner of the Golden Bear Endorsement, which standards contemplate a golf teaching and practice facility substantially in the form of the current Golf Facilities which conforms with the applicable requirements otherwise described contained in this Section 2. The parties acknowledge that Licensor reserves the right, with the consent of GBI as owner of the Facility Trademark, to modify and supplement the standards of quality reflected in this Agreement as necessary during its term to reflect modifications to the forms of teaching and practice facilities and services offered to the public by Licensor, its affiliates and licensees under the Facility Trademark. Additional standards of quality which are adopted by GBI to cover Upgrades developed by Licensor during the term of this Agreement shall become effective upon actual utilization by Licensees of any such Upgrades at the Golf Facilities under the ongoing license granted under Section 1.1, above. New standards which are adopted by GBI to cover facilities, equipment or operations currently conducted at the Golf Facilities shall become applicable: 4(d). (i) Licensee shall, upon written notice from Licensorto Licensor in accordance with notification procedures to be mutually agreed upon by the parties, if recall, retrieve or withdraw Licensee's Products bearing the implementation of such standards does not require any additional capital investment by Licensees or significantly increase their operating expenses, or (ii) at such time, if any, as non-conforming facilities and equipment are replaced by Licensees Licensed Xxxx in the normal course Territory if required or requested to do so by any governmental agency. In the event of business a recall, retrieval or conflicting operating standards are abandoned, provided that Licensees may replace non-conforming facilities or equipment or conflicting operating standards with withdrawal Licensee agrees to spend such monies as Licensee and Licensor mutually and reasonably comparable items or standards if implementation of GBI's new standards would significantly increase the costs of such replacement or Licensees' operating expenses. Without limiting the rights of Licensor under this Agreement or the rights of GBI deem necessary in advertising and promotional activities to protect the goodwill of its trademarks under its master licensing agreements with GB Golf and Licensor, authorized representatives of Licensor and/or GBI shall have the right to inspect any Golf Facilities owned and operated by Licensees a reasonable number of times per year on reasonable notice during reasonable hours to ensure that such Golf Facilities are being maintained and operated in accordance associated with the quality Licensed Xxxx. (ii) If, in the absence of a government request or requirement of a recall, retrieval or withdrawal, Licensor or Licensee reasonably believes that a recall, retrieval or withdrawal of Licensee's Products bearing the Licensed Xxxx in the Territory is necessary to protect the Essential Integrity of the Principal Licensed Xxxx, Licensee and Licensor shall work together to determine in good faith whether Licensee should, at its own expense, recall, retrieve or withdraw such Products from any applicable market in the Territory; PROVIDED, HOWEVER, that in the event that Products bearing the Licensed Xxxx are not manufactured in compliance with the standards set forth in Exhibit B or are otherwise manufactured or labeled in violation of GBI this Agreement and such manufacturing or labeling of the Products does not have a material effect on the Principal Licensed Xxxx or on the Essential Integrity of the Principal Licensed Xxxx, then Licensee shall not be obligated to recall, retrieve or withdraw Licensee's Products bearing the Licensed Xxxx but shall only be obligated to cease and desist from the continued manufacturing or labeling of such non-compliant Products. (iii) In the event a party becomes aware of any recall, retrieval or withdrawal, or request for a recall, retrieval or withdrawal, by any governmental body or regulatory authority, of Products bearing the Licensed Xxxx, such party shall give telephonic notice (to be confirmed in writing) to the other party within 48 hours of becoming aware of the occurrence of such event. Additionally, in the event of any significant accident involving the manufacture, distribution or sale of Products bearing the Licensed Xxxx, each party shall provide the other party with notice as reflected set in the preceding sentence. (iv) Sections 4(e)(i) and 4(e)(ii) shall survive termination or expiration of this Agreement.

Standard of Quality. As Licensor agrees that Licensee shall have reasonable discretion in its use of the Licensed Marks in connection with the operation, direction, management and supervision of the Licensee’s Business. Licensee agrees that the quality of the goods and/or services offered under the Licensed Marks in connection with the Licensee’s Business shall be at least consistent with or better than the average quality of goods and/or services offered by Licensor under the Licensed Marks as of the date of this License (the “Quality Standard”). Licensee further agrees to comply with all applicable federal, state and local laws and regulations in its use of the Licensed Marks. Licensor agrees that whenever it uses the Licensed Marks in advertising or in any other manner in connection with the Licensee’s Business, Licensee shall clearly indicate Licensor’s ownership of the Licensed Marks. Licensee shall provide Licensor with samples of or a condition description of any signs, advertising, promotional material, literature, packages and labels which incorporate the Licensed Marks and which have been or will be prepared by or for Licensee and which are intended to maintaining be used by Licensee at least five (5) days prior to their use or publication for Licensor’s prior written approval. Notwithstanding the rights granted under Section 1.1preceding sentence, above, Licensees Licensee shall not be required to maintain obtain the standards of quality (in terms of facility utilization and maintenance, product and service offerings, and customer service) established prior written approval for the Golf Facilities by GBI as owner use of the Golden Bear Endorsement, which standards contemplate Licensed Marks from Licensor if Licensee continues to use such Licensed Marks in a golf teaching and practice facility substantially in the form manner commensurate with Licensor’s historical use of the current Golf Facilities which conforms with the requirements otherwise described in this Section 2Licensed Marks. The parties acknowledge that Licensor reserves the right, with the consent of GBI as owner Licensor’s failure to approve such samples within five (5) days after such samples are submitted by Licensee shall be deemed an approval of the Facility Trademarkuse of the Licensed Marks by Licensee. Once any use of a Licensed Marks is approved, to modify and supplement such use shall be deemed approved for the standards of quality reflected in this Agreement as necessary during its term to reflect modifications to the forms of teaching and practice facilities and services offered to the public by Licensor, its affiliates and licensees under the Facility Trademark. Additional standards of quality which are adopted by GBI to cover Upgrades developed by Licensor during the term Term of this Agreement shall become effective upon actual utilization by Licensees of any such Upgrades at the Golf Facilities under the ongoing license granted under Section 1.1, above. New standards which are adopted by GBI to cover facilities, equipment or operations currently conducted at the Golf Facilities shall become applicable: (i) upon written notice from Licensor, if the implementation of such standards does not require any additional capital investment by Licensees or significantly increase their operating expenses, or (ii) at such time, if any, as non-conforming facilities and equipment are replaced by Licensees in the normal course of business or conflicting operating standards are abandoned, provided that Licensees may replace non-conforming facilities or equipment or conflicting operating standards with reasonably comparable items or standards if implementation of GBI's new standards would significantly increase the costs of such replacement or Licensees' operating expenses. Without limiting the rights of Licensor under this Agreement or the rights of GBI to protect the goodwill of its trademarks under its master licensing agreements with GB Golf and Licensor, authorized representatives of Licensor and/or GBI shall have the right to inspect any Golf Facilities owned and operated by Licensees a reasonable number of times per year on reasonable notice during reasonable hours to ensure that such Golf Facilities are being maintained and operated in accordance with the quality standards of GBI as reflected in this AgreementLicense.

Standard of Quality. As a condition 10.1 The Licensee shall not sell or permit or authorize the sale of any Licensed Product manufactured pursuant to maintaining this Agreement which fails to comply in any respect with the rights granted under Section 1.1, above, Licensees shall be required Quality Standards. Prior to maintain the standards of quality (in terms of facility utilization and maintenance, product and service offerings, and customer service) established for the Golf Facilities by GBI as owner commencement of the Golden Bear Endorsementsale of any Licensed Product, which standards contemplate a golf teaching and practice facility substantially the Licensee shall submit two randomly selected samples thereof to the Licensor for written approval as to the Quality Standards. The Licensee shall in the form same manner obtain the Licensor's prior written approval before making any changes to such Licensed Product which may affect its ability to comply with the Quality Standards. 10.2 If the Licensor at any time believes that any Licensed Product that comes to its attention, does not comply with the Quality Standards, it shall notify the Licensee of its objection setting out its reasons therefore. Without prejudice to any other rights of the current Golf Facilities which conforms with the requirements otherwise described in this Section 2. The parties acknowledge that Licensor reserves the right, with the consent of GBI as owner of the Facility Trademark, to modify and supplement the standards of quality reflected in this Agreement as necessary during its term to reflect modifications to the forms of teaching and practice facilities and services offered to the public by Licensor, its affiliates and licensees under the Facility Trademark. Additional standards of quality which are adopted by GBI to cover Upgrades developed by Licensor during the term of this Agreement Licensee shall become effective upon actual utilization by Licensees of any such Upgrades at the Golf Facilities under Licensor's option either promptly take all such steps as the ongoing license granted under Section 1.1, above. New standards which are adopted by GBI to cover facilities, equipment or operations currently conducted at the Golf Facilities shall become applicable: (i) upon written notice from Licensor, if the implementation of such standards does not Licensor may require any additional capital investment by Licensees or significantly increase their operating expenses, or (ii) at such time, if any, as non-conforming facilities and equipment are replaced by Licensees in the normal course of business or conflicting operating standards are abandoned, provided that Licensees may replace non-conforming facilities or equipment or conflicting operating standards with reasonably comparable items or standards if implementation of GBI's new standards would significantly increase the costs of such replacement or Licensees' operating expenses. Without limiting the rights of Licensor under this Agreement or the rights of GBI to protect the goodwill of its trademarks under its master licensing agreements with GB Golf and Licensor, authorized representatives of Licensor and/or GBI shall have the right to inspect any Golf Facilities owned and operated by Licensees a reasonable number of times per year on reasonable notice during reasonable hours to ensure that all further items of such Golf Facilities are being maintained and operated Licensed Product conform to the Quality Standards or discontinue the production of such Licensed Product. In any event, the Licensee shall promptly dispose of any remaining stocks of such Licensed Product which do not reach the Quality Standards in accordance with the quality standards provisions of GBI clause 10.3. 10.3 Without prejudice to any other rights of the Licensor, the Licensee shall immediately cease manufacturing and selling any Licensed Products which fail to comply with the Quality Standards and in such event all connection between such defective Licensed Products and the Licensor shall be severed and removed. 10.4 The Licensee shall at its own expense upon request furnish to the Licensor such number of randomly selected samples of each item of Licensed Products as reflected the Licensor may reasonably request from time to time for the purpose of permitting the Licensor to determine that the Quality Standards and other provisions of this Agreement are being complied with. The Licensee shall provide to the Licensor and its representatives such access as the Licensor may reasonably request from time to time to the factories, warehouses and other establishments at which Licensed Products are manufactured, packed, stored or offered for sale by or on behalf of the Licensee or by any Sub-Licensee in order to determine compliance by the Licensee with the provisions of this Agreement.

Standard of Quality. As Licensor agrees that Licensee shall have reasonable discretion in its use of the Licensed Marks in connection with the operation, direction, management and supervision of the Licensee's Business. Licensee agrees that the quality of the goods and/or services offered under the Licensed Marks in connection with the Licensee's Business shall be at least consistent with or better than the average quality of goods and/or services offered by Licensor under the Licensed Marks as of the date of this License (the "Quality Standard"). Licensee further agrees to comply with all applicable federal, state and local laws and regulations in its use of the Licensed Marks. Licensor agrees that whenever it uses the Licensed Marks in advertising or in any other manner in connection with the Licensee's Business, Licensee shall clearly indicate Licensor's ownership of the Licensed Marks. Licensee shall provide Licensor with samples of or a condition description of any signs, advertising, promotional material, literature, packages and labels which incorporate the Licensed Marks and which have been or will be prepared by or for Licensee and which are intended to maintaining be used by Licensee at least five (5) days prior to their use or publication for Licensor's prior written approval. Notwithstanding the rights granted under Section 1.1preceding sentence, above, Licensees Licensee shall not be required to maintain obtain the standards of quality (in terms of facility utilization and maintenance, product and service offerings, and customer service) established prior written approval for the Golf Facilities by GBI as owner use of the Golden Bear Endorsement, which standards contemplate Licensed Marks from Licensor if Licensee continues to use such Licensed Marks in a golf teaching and practice facility substantially in the form manner commensurate with Licensor's historical use of the current Golf Facilities which conforms with the requirements otherwise described in this Section 2Licensed Marks. The parties acknowledge that Licensor reserves the right, with the consent of GBI as owner Licensor's failure to approve such samples within five (5) days after such samples are submitted by Licensee shall be deemed an approval of the Facility Trademarkuse of the Licensed Marks by Licensee. Once any use of a Licensed Marks is approved, to modify and supplement such use shall be deemed approved for the standards of quality reflected in this Agreement as necessary during its term to reflect modifications to the forms of teaching and practice facilities and services offered to the public by Licensor, its affiliates and licensees under the Facility Trademark. Additional standards of quality which are adopted by GBI to cover Upgrades developed by Licensor during the term Term of this Agreement shall become effective upon actual utilization by Licensees of any such Upgrades at the Golf Facilities under the ongoing license granted under Section 1.1, above. New standards which are adopted by GBI to cover facilities, equipment or operations currently conducted at the Golf Facilities shall become applicable: (i) upon written notice from Licensor, if the implementation of such standards does not require any additional capital investment by Licensees or significantly increase their operating expenses, or (ii) at such time, if any, as non-conforming facilities and equipment are replaced by Licensees in the normal course of business or conflicting operating standards are abandoned, provided that Licensees may replace non-conforming facilities or equipment or conflicting operating standards with reasonably comparable items or standards if implementation of GBI's new standards would significantly increase the costs of such replacement or Licensees' operating expenses. Without limiting the rights of Licensor under this Agreement or the rights of GBI to protect the goodwill of its trademarks under its master licensing agreements with GB Golf and Licensor, authorized representatives of Licensor and/or GBI shall have the right to inspect any Golf Facilities owned and operated by Licensees a reasonable number of times per year on reasonable notice during reasonable hours to ensure that such Golf Facilities are being maintained and operated in accordance with the quality standards of GBI as reflected in this AgreementLicense.