Common use of SUPPLIER's Trademark Clause in Contracts

SUPPLIER's Trademark. All of the Products and Pre-Commercial Units -------------------- sold by DISTRIBUTOR shall bear one or more of SUPPLIER's trademarks, copies of which are set forth on Schedule F, attached hereto. Such trademarks shall be ---------- affixed to the Products and Pre-Commercial Units by SUPPLIER, in a manner to be mutually determined, with the understanding that SUPPLIER's trademarks will be readily visible, but less prominent than DISTRIBUTOR's trademarks. All resulting use of SUPPLIER's trademarks shall inure solely to the benefit of SUPPLIER. DISTRIBUTOR shall not directly or indirectly use SUPPLIER's trademarks (or part thereof), or any xxxx or name confusingly similar thereto, as part of its corporate or business name, except that (a) DISTRIBUTOR shall co-brand (i.e., affixing DISTRIBUTOR's Trademark (defined below), a copy of which is also set forth on Schedule F, to a Product or Pre-Commercial Unit that also bears the ---------- trademark of SUPPLIER) each of the Products and Pre-Commercial Units with its own trademark or otherwise identify itself as an "authorized distributor" of SUPPLIER and (b) DISTRIBUTOR shall use SUPPLIER's trademarks relating to the Products and Pre-Commercial Units, for display, promotional, or advertising purposes in connection with solicitation of orders for Products and Pre- Commercial Units from Customers in the Territory and in any other manner approved by SUPPLIER in writing. In addition, DISTRIBUTOR shall not register or attempt to register any of SUPPLIER's trademarks or any xxxx or name closely resembling them, unless requested to do so by SUPPLIER in writing.

SUPPLIER's Trademark. All of the Products and Pre-Commercial Units -------------------- sold by DISTRIBUTOR shall -------------------- bear one or more of SUPPLIER's trademarks, copies of which are set forth on Schedule F, attached hereto. Such trademarks shall be ---------- affixed to the Products and Pre-Commercial Units ---------- by SUPPLIER, in a manner to be mutually determined, with the understanding that SUPPLIER's trademarks will be readily visible, but less prominent than DISTRIBUTOR's trademarks. All resulting use of SUPPLIER's trademarks shall inure solely to the benefit of SUPPLIER. DISTRIBUTOR shall not directly or indirectly use SUPPLIER's trademarks (or part thereof), or any xxxx or name confusingly similar thereto, as part of its corporate or business name, except that (a) DISTRIBUTOR shall co-brand (i.e., affixing DISTRIBUTOR's Trademark (defined below), a copy of which is also set forth on Schedule F, to a Product or Pre-Commercial Unit ---------- that also bears the ---------- trademark of SUPPLIER) each of the Products and Pre-Commercial Units with its own trademark or otherwise identify itself as an "authorized distributor" of SUPPLIER and (b) DISTRIBUTOR shall use SUPPLIER's trademarks relating to the Products and Pre-Commercial Units, for display, promotional, or advertising purposes in connection with solicitation of orders for Products and Pre- Commercial Units from Customers in the Territory and in any other manner approved by SUPPLIER in writing. In addition, DISTRIBUTOR shall not register or attempt to register any of SUPPLIER's trademarks or any xxxx or name closely resembling them, unless requested to do so by SUPPLIER in writing. SUPPLIER represents and warrants to DISTRIBUTOR that (a) SUPPLIER's trademarks pertaining to the Products are subject to and protected by United States trademark law, applications for registration of trademarks pertaining to the Products have been filed in the United States, and similar applications will be filed by SUPPLIER in other countries of the Territory designated by DISTRIBUTOR; provided that in the event that SUPPLIER does not agree to file any such application in any country or other jurisdiction in the Territory, DISTRIBUTOR shall, in SUPPLIER's sole discretion, (i) sell the Products in such country or other jurisdiction without SUPPLIER's trademark affixed, (ii) sell the Products in such country or other jurisdiction with a different SUPPLIER trademark affixed (in which event, all of SUPPLIER's representations, warranties, covenants, and indemnities herein shall apply to such substitute trademark and the use thereof), or (iii) continue to sell the Products in such country or other jurisdiction with SUPPLIER's trademark affixed (in which event, SUPPLIER shall indemnify DISTRIBUTOR against any and all damages resulting from such sale in accordance with Sections 7.5 and 8.1(f); (b) to SUPPLIER's knowledge, the trademarks set forth on Schedule F are owned by SUPPLIER; (c) to SUPPLIER's knowledge, ---------- SUPPLIER owns free and clear of any mortgage, security interest, financing statement, royalty obligation, lien, encumbrance, charge, option, equity or restriction, all right, title and interest in and to the trademarks set forth on Schedule F and all patents that it owns or uses in connection with the ---------- Products as of February 3, 1999 and as of the date hereof (except for a patent royalty obligation to the Los Alamos National Laboratory); and (d) to SUPPLIER's knowledge, none of such trademarks or patents infringes any existing intellectual property right of any third party and there are no trademarks or trademark applications included in such intellectual property rights which are invalid or unenforceable.