Common use of Third Party Manufacturing Agreement Clause in Contracts

Third Party Manufacturing Agreement. Within thirty (30) days after establishing a new arrangement with a Third Party Manufacturer or Subcontractor, Licensee must inspect each Third Party Manufacturer or Subcontractor and provide approval, signed by an authorized employee or agent of Licensee that such Third Party Manufacturer or Subcontractor is in compliance with Paragraph 6.9 above, and will obtain and provide to Hilfiger the signature of an authorized representative from each of such parties on a Third Party Manufacturing Agreement in the form of Exhibit H attached hereto, or such other form as may be provided by Hilfiger from time to time. Within thirty (30) days after establishing a new arrangement with a Supplier, Licensee must obtain and provide to Hilfiger the signature of an authorized representative from each Supplier on a Certification in the form of Exhibit I attached hereto, or such other form as may be provided by Hilfiger from time to time. In the event Licensee has knowledge of, has reason to believe, or should have reason to know that any Third Party Manufacturer, Subcontractor or Supplier is in breach of the Third Party Manufacturing Agreement or Certification, as the case may be, Licensee must immediately notify Hilfiger and Licensee shall, at its sole expense, take immediate action to rectify such breach, including, where Hilfiger deems it necessary, immediate termination of its relationship with such Third Party Manufacturer, Subcontractor or Supplier. If Licensee fails to take immediate action or such action is not successful, Licensee will assign its rights to proceed against such Third Party Manufacturer, Subcontractor or Supplier to Hilfiger and Hilfiger will, at Licensee's expense, have the right to pursue all available remedies to protect its rights. Notwithstanding the foregoing, Licensee acknowledges that it will remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of the production of Extension Products hereunder.

Third Party Manufacturing Agreement. Within thirty (30) days after establishing a new arrangement with a Third Party Manufacturer or Subcontractor, Licensee must inspect each Third Party Manufacturer or Subcontractor and provide approval, signed by an authorized employee or agent of Licensee that such Third Party Manufacturer or Subcontractor is in compliance with Paragraph 6.9 above, and will obtain and provide to Hilfiger Sweetface the signature of an authorized representative from each of such parties on a Third Party Manufacturing Agreement in the form of Exhibit H EXHIBIT C attached hereto, or such other form as may be provided by Hilfiger from time to time. Within thirty (30) days after establishing a new arrangement with a Supplier, Licensee must obtain and provide to Hilfiger the signature of an authorized representative from each Supplier on a Certification in the form of Exhibit I attached hereto, or such other form as may be provided by Hilfiger Sweetface from time to time. In the event Licensee has knowledge of, has reason to believe, or should have reason to know that any Third Party Manufacturer, Manufacturer or Subcontractor or Supplier is in material or consequential breach of the Third Party Manufacturing Agreement or Certification, as the case may be, Licensee must immediately notify Hilfiger Sweetface and Licensee shall, at its sole expense, take immediate action to rectify such breach, including, where Hilfiger Sweetface deems it necessary, immediate termination of its relationship with such Third Party Manufacturer, Subcontractor Manufacturer or SupplierSubcontractor. If Licensee fails to take immediate action or such action is not successful, Licensee will assign its rights to proceed against such Third Party Manufacturer, Subcontractor or Supplier to Hilfiger Sweetface and Hilfiger Sweetface will, at Licensee's expense, have the right to pursue all available remedies to protect its rights. Notwithstanding the foregoing, Licensee acknowledges that it will remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of to the production of Extension Licensed Products hereunder.

Third Party Manufacturing Agreement. Within thirty (30) days after establishing a new arrangement with a Third Party Manufacturer or Subcontractor, Licensee must shall inspect each Third Party Manufacturer or Subcontractor and provide approval, signed by an authorized employee or agent of Licensee that such Third Party Manufacturer or Subcontractor is in compliance with Paragraph 6.9 above, and will shall obtain and provide to Hilfiger Licensor the signature of an authorized representative from each of such parties on a Third Party Manufacturing Agreement in the form of Exhibit H attached hereto, or on such other form as may be provided by Hilfiger Licensor from time to timetime upon Licensee’s request. Within thirty (30) days after establishing a new arrangement with a Supplier, Licensee must shall obtain and provide to Hilfiger Licensor the signature of an authorized representative from each Supplier on a Certification in the form of Exhibit I attached hereto, or such other form as may be provided by Hilfiger Licensor from time to timetime upon Licensee’s request. In the event Licensee has knowledge of, has reason to believe, or should have reason to know that any Third Party Manufacturer, Subcontractor or Supplier is in breach of the Third Party Manufacturing Agreement or Certification, as the case may be, Licensee must shall immediately notify Hilfiger Licensor and Licensee shall, at its sole expense, or at the expense of the transgressor, take immediate action to rectify such breach, including, where Hilfiger Licensor deems it necessary, immediate due to repeated violations, prompt termination of its relationship with such Third Party Manufacturer, Subcontractor or Supplier. If Licensee fails to take immediate prompt action or such action is not successful, Licensee will shall assign its rights to proceed against such Third Party Manufacturer, Subcontractor or Supplier to Hilfiger Licensor and Hilfiger willLicensor shall, at Licensee's ’s expense, have the right to pursue all available remedies to protect its rights. Notwithstanding the foregoing, Licensee acknowledges that it will shall remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of the production of Extension Licensed Products hereunder.

Third Party Manufacturing Agreement. All of LICENSEE's third party manufacturing agreements must substantively conform with the Supplier Agreement, attached hereto as Exhibit A and made a part hereof, as may be amended from time to time by LICENSOR. Within thirty (30) days after establishing a new arrangement with a Third Party Manufacturer or SubcontractorSupplier, Licensee LICENSEE must inspect each Third Party Manufacturer or Subcontractor Supplier and provide approval, signed by an authorized employee or agent of Licensee LICENSEE that such Third Party Manufacturer or Subcontractor Supplier is in compliance with Paragraph 6.9 abovethis Section 3.3, and will obtain and immediately provide to Hilfiger LICENSOR, at LICENSOR's request, the signature of an authorized representative properly executed Supplier Agreement from each of such parties on a Third Party Manufacturing Agreement in the form of Exhibit H attached heretoSupplier, or and/or such other form forms as reasonably may be provided by Hilfiger LICENSOR from time to time. Within thirty (30) days after establishing a new arrangement with a Supplier, Licensee LICENSEE must obtain and provide to Hilfiger LICENSOR, at LICENSOR's request, the signature of an authorized representative from each Supplier on a Certification substantially in the form of Exhibit I attached heretoset forth in the Supplier Agreement, or such other form as reasonably may be provided by Hilfiger LICENSOR from time to time. In the event Licensee LICENSEE has knowledge of, has reason to believe, or should have reason to know that that, any Third Party Manufacturer, Subcontractor or Supplier is in material breach of the Third Party Manufacturing Supplier Agreement or and/or Certification, as the case may be, Licensee LICENSEE must immediately notify Hilfiger LICENSOR and Licensee LICENSEE shall, at its sole expense, take immediate action to rectify such breach, including, where Hilfiger LICENSOR deems it necessary, immediate termination of its relationship with such Third Party Manufacturer, Subcontractor or Supplier. If Licensee LICENSEE fails to take immediate action or such action is not successful, Licensee LICENSEE will assign its rights to proceed against such Third Party Manufacturer, Subcontractor or Supplier to Hilfiger LICENSOR and Hilfiger LICENSOR will, at LicenseeLICENSEE's expense, have the right to pursue all available remedies to protect its rights. Notwithstanding the foregoing, Licensee LICENSEE acknowledges that it will remain primarily liable and completely is obligated under all of the provisions of this Agreement in respect of to ensure that the production of Extension Licensed Products hereunderis in compliance with the terms and conditions of this Agreement. If LICENSOR shall have requested that LICENSEE take specific effective steps with respect to non-compliance or unauthorized conduct by any Supplier under this provision and LICENSEE shall have refused to or failed to take any such action, then LICENSEE's refusal or failure shall be deemed to be a material breach of this Agreement.

Third Party Manufacturing Agreement. All of Licensee's third party manufacturing agreements must conform with the Supplier Agreement, attached hereto as "Exhibit O" and made a part hereof, as may be amended from time to time by Licensor. Within thirty (30) days after establishing a new arrangement with a Third Party Manufacturer or SubcontractorSupplier, Licensee must inspect each Third Party Manufacturer or Subcontractor Supplier and provide approval, signed by an authorized employee or agent of Licensee that such Third Party Manufacturer or Subcontractor Supplier is in compliance with Paragraph 6.9 abovethis Section 18.1, and will obtain and immediately provide to Hilfiger Licensor, the signature of an authorized representative properly executed Supplier Agreement from each of such parties on a Third Party Manufacturing Agreement in the form of Exhibit H attached heretoSupplier, or and/or such other form forms as may be provided by Hilfiger Licensor from time to time. Within thirty (30) days after establishing a new arrangement with a Supplier, Licensee must obtain and provide to Hilfiger Licensor, the signature of an authorized representative from each Supplier on a Certification in the form of set forth in "Addendum 2 to Exhibit I attached hereto, O" or such other form as may be provided by Hilfiger Licensor from time to time. In the event Licensee has knowledge of, has reason to believe, or should have reason to know that any Third Party Manufacturer, Subcontractor or Supplier is in breach of the Third Party Manufacturing Supplier Agreement or and/or Certification, as the case may be, Licensee must immediately notify Hilfiger Licensor and Licensee shall, at its sole expense, take immediate action to rectify such breach, including, where Hilfiger Licensor deems it necessary, immediate termination of its relationship with such Third Party Manufacturer, Subcontractor or Supplier. If Licensee fails to take immediate action or such action is not successful, Licensee will assign its rights to proceed against any such Third Party Manufacturer, Subcontractor or Supplier to Hilfiger Licensor and Hilfiger Licensor will, at Licensee's sole expense, have the right to pursue all available remedies to protect its rights. Notwithstanding the foregoing, Licensee acknowledges that it will remain primarily liable and completely obligated under all of the provisions of this Agreement in respect of the production of Extension Licensed Products hereunder. Further, such Licensee failure shall be grounds for termination of this Agreement.