Common use of Trade Marks Clause in Contracts

Trade Marks. 5.1 The Licensor warrants to the Licensee that the Licensor owns all right, title and interest in the Marks; that the Licensor has the right to enter into this Agreement and to grant the Licence to the Licensee; that the granting of this Licence does not violate or conflict with any applicable laws or orders and does not require the consent, approval or waiver from, or application or notice to, or filing or registration with, any governmental entity or other third party; that no other person or entity has been granted any rights under the Marks that would conflict, in any way, with the rights granted to Licensee under Clause 2.1. of this Agreement; that each of the registrations for the Marks is valid and subsisting and is enforceable in the Territory; and that, so far as the Licensor is aware, the use of the Marks as contemplated by this Agreement does not infringe the intellectual property rights of others. To the Licensor’s knowledge no third party has infringed, misappropriated, or otherwise violated the Licensor’s rights in the Marks and there are no Marks other than those listed in Schedule 1. 5.2 The Licensee acknowledges that it does not have any right, title or interest in or to the Marks other than such as may be granted or confirmed to it under this Agreement. 5.3 The Licensee shall not do anything that is likely to diminish the rights of the Licensor in the Marks or to impair any registration of the Marks or to devalue the Marks in any way. 5.4 Subject to the terms of this Agreement, the Licensor shall not do anything that is likely to impair the rights of the Licensee in the Licence or to impair any registration of the Marks or devalue the Marks in any way within the Territory. 5.5 The Licensee shall not: 5.5.1 apply for or obtain registration of the Marks or any distinctive elements of each Xxxx for any products or services in any country; or 5.5.2 apply for or obtain registration of any trade xxxx in any country which consists of or comprises any of the Marks or any confusingly similar words or devices. 5.6 The Licensor shall use reasonable efforts to maintain or have maintained the registrations of the Marks and to prosecute to registration any pending applications for Marks and the Licensee shall bear all the costs of, and provide all necessary assistance in relation to, such maintenance and prosecution of the Marks in the Territory. If subsequent to the Commencement Date, the Licensor acquires, within the Territory, any registrations or applications for registration of any additional Marks, such registrations or applications for registration shall be deemed to have been added to Schedule 1 and the provisions of this Agreement shall be deemed to have been modified accordingly. 5.7 If the Licensee desires to use any improvements to the Marks or any other newly conceived intellectual property relating to the words BOLS VODKA or any similar words, it will obtain the Licensor’s prior written approval for the use thereof. All right, title and interest in and to such improvements, designs, concepts, artwork, and other newly conceived intellectual property shall be the exclusive property of Licensor and shall be used by the Licensee only in accordance with the terms of this Agreement. Upon the granting of approval to use such improvements, designs, concepts artwork, and other newly conceived intellectual property, the Licensor shall maintain and endeavour to procure registration of such items in accordance with Clause 5.6.

Trade Marks. 5.1 12.1 The Licensor warrants Supplier hereby grants to the Licensee that Distributor the Licensor owns all right, title and interest right in the Marks; that Territory to use the Licensor has the right to enter into this Agreement and to grant the Licence to the Licensee; that the granting of this Licence does not violate or conflict with any applicable laws or orders and does not require the consent, approval or waiver from, or application or notice to, or filing or registration with, any governmental entity or other third party; that no other person or entity has been granted any rights under the Marks that would conflict, in any way, with the rights granted to Licensee under Clause 2.1. of this Agreement; that each of the registrations for the Marks is valid and subsisting and is enforceable in the Territory; and that, so far as the Licensor is aware, the use of the Marks as contemplated by this Agreement does not infringe the intellectual property rights of others. To the Licensor’s knowledge no third party has infringed, misappropriated, or otherwise violated the Licensor’s rights in the Marks and there are no Marks other than those listed in Schedule 1. 5.2 The Licensee acknowledges that it does not have any right, title or interest in or to the Marks other than such as may be granted or confirmed to it under this Agreement. 5.3 The Licensee shall not do anything that is likely to diminish the rights of the Licensor in the Marks or to impair any registration of the Marks or to devalue the Marks in any way. 5.4 Subject to the terms of this Agreement, the Licensor shall not do anything that is likely to impair the rights of the Licensee in the Licence or to impair any registration of the Marks or devalue the Marks in any way within the Territory. 5.5 The Licensee shall not: 5.5.1 apply for or obtain registration of the Marks or any distinctive elements of each Xxxx for any products or services in any country; or 5.5.2 apply for or obtain registration of any trade xxxx in any country which consists of or comprises any of the Marks or any confusingly similar words or devices. 5.6 The Licensor shall use reasonable efforts to maintain or have maintained the registrations of the Marks and to prosecute to registration any pending applications for Marks and the Licensee shall bear all the costs of, and provide all necessary assistance in relation to, such maintenance and prosecution of the Trade Marks in the Territory. If subsequent to promotion, advertisement and sale of the Commencement Date, the Licensor acquires, within the Territory, any registrations or applications for registration of any additional Marks, such registrations or applications for registration shall be deemed to have been added to Schedule 1 and the provisions of this Agreement shall be deemed to have been modified accordingly. 5.7 If the Licensee desires to use any improvements to the Marks or any other newly conceived intellectual property relating to the words BOLS VODKA or any similar words, it will obtain the Licensor’s prior written approval for the use thereof. All right, title and interest in and to such improvements, designs, concepts, artwork, and other newly conceived intellectual property shall be the exclusive property of Licensor and shall be used by the Licensee only Products in accordance with the terms of and for the duration of this Agreement. Upon The Supplier will pay the granting cost of approval registration and retention of the Trade Marks. 12.2 The Distributor shall ensure that the Products are sold under the Trade Marks and that on all Products, containers and advertisements for the Products the symbol ® or ™ shall be used in conjunction with the registered Trade Marks. 12.3 Any variations of the Trade Marks which the Distributor intends to use such improvementsshall first be submitted to the Supplier for approval. 12.4 The Distributor shall not, designswithout the prior written consent of the Supplier, concepts artworkalter or make any addition to the labelling or packaging of the Products displaying the Trade Marks, and shall not alter, deface or remove in any manner any reference to the Trade Marks, any reference to the Supplier or any other newly conceived name attached or affixed to the Products or their packaging or labelling. 12.5 The Distributor shall not sub-license, transfer or otherwise deal in any way with the rights of use of the Trade Marks granted under this Agreement. 12.6 The Distributor shall not do or omit to do anything in its use of the Trade Marks that may or would adversely affect their validity. 12.7 With respect to trade xxxx infringement: (a) each party shall promptly give notice in writing to the other in the event that it becomes aware of: (i) any infringement or suspected infringement within any Territory of the Trade Marks or any other intellectual propertyproperty rights in or relating to the Products; or (ii) any claim that any Product or the manufacture, use, sale or other disposal of any Product within any Territory, whether or not under the Licensor Trade Marks, infringes the rights of any third party; (b) in the case of any matter falling within Clause 12.7 (a) (i): (i) the Supplier shall, in its absolute discretion, determine what action if any shall maintain be taken in respect of the matter; (ii) the Supplier shall have sole control over and endeavour shall conduct any action as it shall deem necessary in pursuance of Clause 12.7(b)(i); and (iii) the Supplier shall pay all costs in connection with that action and shall be entitled to procure registration all damages and other sums which may be paid or awarded as a result of any such items action. 12.8 In the case of any matter falling within Clause 12.7(a)(ii): (a) the Supplier and the Distributor shall consult to decide what steps shall be taken to prevent or terminate the infringement and the proportions in accordance which they shall share the cost of those steps and any damages and other sums which may be awarded in their favour or against them; and (b) failing agreement between the parties, either party shall be entitled to take all action as it shall consider to be necessary or appropriate at its own expense to defend such a claim and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result of any such action. 12.9 Each party shall, at the request and expense of the other, provide all reasonable assistance to the other (including but not limited to the use of its name in or being joined as a party to proceedings) in connection with any action to be taken by the other party pursuant to this Clause 5.611.

Trade Marks. 5.1 12.1 The Licensor warrants to Product will be marketed and sold by DISTRIBUTOR solely under the Licensee that the Licensor owns all rightTrade-marks. DISTRIBUTOR will not alter, title and interest in the Marks; that the Licensor has the right to enter into this Agreement and to grant the Licence to the Licensee; that the granting of this Licence does not violate obscure, remove, cancel or conflict otherwise interfere with any applicable laws markings (including without limitation any Trade-marks, logos, trade names or orders trading style of OWNER) and does not require other indications of origin, which may be placed on Product. DISTRIBUTOR acknowledges that OWNER is the consent, approval or waiver from, or application or notice to, or filing or registration with, any governmental entity or other third party; that no other person or entity has been granted any rights under the Marks that would conflict, in any way, with the rights granted to Licensee under Clause 2.1. of this Agreement; that each exclusive owner of the registrations for the Marks is valid Trade-marks and subsisting and is enforceable in the Territory; and that, so far as the Licensor is aware, the use of the Marks as contemplated by this Agreement does not infringe the intellectual property rights of others. To the Licensor’s knowledge DISTRIBUTOR has no third party has infringed, misappropriated, or otherwise violated the Licensor’s rights in the Marks and there are no Marks other than those listed in Schedule 1. 5.2 The Licensee acknowledges that it does not have any right, title or interest whatsoever in or the Trade-marks and any goodwill association therewith and that all goodwill associated with the Trade-marks is owned by and shall enure exclusively to and for the Marks other than such as may be granted or confirmed benefit of OWNER. Furthermore, DISTRIBUTOR agrees not to represent in any manner that it under this Agreement. 5.3 The Licensee shall not do anything that is likely to diminish has acquired any ownership rights in the rights Trade-marks. Any goodwill enjoyed by DISTRIBUTOR from use of the Licensor Trade-marks shall vest in and become the Marks absolute property of OWNER and DISTRIBUTOR undertakes and agrees, at the request and expense of OWNER, whether before or to impair any registration of the Marks or to devalue the Marks in any way. 5.4 Subject to the terms after termination of this Agreement, the Licensor shall not do anything that is likely to impair the rights of the Licensee in the Licence or to impair any registration of the Marks or devalue the Marks in any way within the Territory. 5.5 The Licensee shall not: 5.5.1 apply for or obtain registration of the Marks or any distinctive elements of each Xxxx for any products or services in any country; or 5.5.2 apply for or obtain registration of any trade xxxx in any country which consists of or comprises any of the Marks or any confusingly similar words or devices. 5.6 The Licensor shall use reasonable efforts to maintain or have maintained the registrations of the Marks execute all such instruments and to prosecute do all such acts and things as may be necessary and desirable to registration any pending applications for Marks vest absolutely in OWNER all such Trade-marks and the Licensee shall bear all goodwill therein. DISTRIBUTOR shall, during the costs of, Term of this Agreement and provide all necessary assistance in relation to, such maintenance and prosecution of the Marks in the Territory. If subsequent subject to the Commencement Date, the Licensor acquires, within the Territory, any registrations or applications for registration of any additional Marks, such registrations or applications for registration shall be deemed to have been added to Schedule 1 and due compliance with the provisions of this Agreement shall be deemed to Article XII, have been modified accordingly. 5.7 If the Licensee desires right to use any improvements to and display OWNER’s Trade-Marks and copyrighted material in the Marks or any other newly conceived intellectual property relating to Territory solely in connection with the words BOLS VODKA or any similar wordsmarketing, it will obtain sale, distribution and support of the Licensor’s prior written approval for the use thereof. All right, title and interest Product in and to such improvements, designs, concepts, artwork, and other newly conceived intellectual property shall be the exclusive property of Licensor and shall be used by the Licensee only Territory in accordance with the terms of this AgreementAgreement and, except as may be otherwise permitted in writing by OWNER, for no other purpose whatsoever. Upon It is the granting responsibility of DISTRIBUTOR to ensure that the packaging materials for Product are in conformity with all applicable legislation in the Territory. 12.2 In connection with the foregoing, DISTRIBUTOR covenants and agrees as follows: (a) to market, distribute and support the Product only under the Trade-marks, and not under any other trade-xxxx or logo of any other Person; (b) to obtain from OWNER written approval for all promotional material, alternative product packaging including, without limitation, blister packaging and cartons, and to comply with all instructions issued by OWNER relating to the form and manner in which OWNER’s Trade-marks shall be used and to discontinue forthwith, upon notice from OWNER, any practice relating to the use of OWNER’s Trade-marks which in OWNER’s opinion would or might adversely affect the rights or interests of OWNER in such Trade-marks; (c) to conduct business in a manner that reflects favourably at all times on the Product and reputation of OWNER in order to develop, promote and maintain same with customers and to protect and preserve the goodwill and image of OWNER and the Product; (d) not to use such improvementsor permit any entity controlled by it or affiliated with it to use the Trade-marks or any other trade-marks or trade names or trade dress of OWNER or any trade-marks, designstrade dress, concepts artworkwords, names, symbols, or designs which could reasonably be expected to be considered confusingly similar thereto, as part of its corporate or trading name or style, or on any of its products; (e) not to infringe OWNER’s rights in and to any of the Trade-marks and not to dispute, contest, attack or impair the validity or ownership of the Trade-marks or do any act which tends to impair the validity of the Trade-marks or the title of OWNER to any Trade-marks, trade names, copyrights and registrations used in connection with the Product, nor to effect any applications or registrations thereof without the express written consent of OWNER, and not to take any action to the detriment of OWNER’s interest therein or which would or could dilute the value of the goodwill attaching to the Trade- marks; (f) not to effect or permit the removal, renewal or alteration of any Trade- marks, trade names, notices, name plates, or D.I.N.’s or NPN’s or serial numbers affixed to any of the Product or its packaging; (g) to impose similar conditions on any Representatives or affiliated companies of DISTRIBUTOR to those set out in this Article XII and to take such action as OWNER may require at any time in respect to the use by any other newly conceived Person of OWNER’s Trade-marks. 12.3 DISTRIBUTOR shall provide prompt notice to OWNER of any claims, allegations, actions and demands that the marketing and/or distribution of the Product infringes or may infringe the intellectual propertyproperty rights of any other Person and once such notice has been duly given, OWNER shall have full carriage of any resulting action and DISTRIBUTOR shall extend its full co-operation to OWNER in the Licensor defence by OWNER of any such claim, action or demand. 12.4 DISTRIBUTOR shall maintain immediately report to OWNER any actual or potential infringements of the Trade-marks or any matter which may give rise to any infringement of the Trade- marks, or any imitation of Product of which DISTRIBUTOR is or may become aware, and endeavour DISTRIBUTOR shall co-operate with OWNER in protecting such Trade-marks and Product from any such infringement. DISTRIBUTOR shall not initiate any protective action with respect to procure registration the Trade-marks or Product without prior written authorization of such items OWNER. 12.5 Upon termination of this Agreement for any reason whatsoever, DISTRIBUTOR shall discontinue forthwith all use of OWNER’s Trade-marks and trade names, and DISTRIBUTOR shall return to OWNER all price lists, catalogues, sales literature, advertising literature and all other materials relating to the Product or Confidential Information in accordance with Clause 5.6DISTRIBUTOR’s possession or over which it has control. 12.6 DISTRIBUTOR agrees that the provisions of this Article XII are reasonable having regard to the necessity of OWNER to protect its ownership rights in the Trade-marks and that any breach of the terms contained in this Article XII shall be deemed a material breach of this Agreement and in addition to any other remedies which may be available to it, OWNER shall be entitled to enforce its rights hereunder by specific performance or other injunctive or equitable relief so as to protect all its rights in and to its Trade-marks.

Trade Marks. 5.1 The Licensor warrants (a) Each Party hereby grants to the Licensee that the Licensor owns all rightother a limited, title and interest in the Marks; that the Licensor has the royalty-free, non-transferable, non-exclusive right to enter into use the granting Party’s Marks solely for the purposes of performing the grantee’s obligations under this Agreement Master Agreement. All such use shall comply with the guidelines and to grant standards set by the Licence granting Party and communicated to the Licensee; that other from time to time and shall include such notices as the granting of this Licence does not violate or conflict with any applicable laws or orders Party may require from time to time, including notices indicating that such licensed Marks are used under license and does not require the consent, approval or waiver fromare trade-marks of, or application or notice toare registered in, or filing or registration with, any governmental entity or other third party; that no other person or entity has been granted any rights under the Marks that would conflict, in any way, with the rights granted to Licensee under Clause 2.1. of this Agreement; that each name of the registrations for the Marks is valid and subsisting and is enforceable in the Territory; and thatgranting Party or any other Person designated by same, so far as the Licensor is aware, the use of the Marks as contemplated by this Agreement does not infringe the intellectual property rights of others. To the Licensor’s knowledge no third party has infringed, misappropriated, or otherwise violated the Licensor’s rights in the Marks and there are no Marks other than those listed in Schedule 1case may be. 5.2 The Licensee acknowledges that (b) Each Party agrees that: (i) it does shall not have acquire any right, title or interest in or to the Marks of the other than Party; (ii) any and all goodwill associated with such as may be granted or confirmed Marks shall enure exclusively to the benefit of the owner of such Marks; (iii) it under this Agreement. 5.3 The Licensee shall not do anything in any manner represent that is likely to diminish the rights of the Licensor it has any ownership interest in the Marks of the other Party or to impair in any registration applications or registrations thereof; (iv) it shall not dispute or contest for any reason whatsoever, directly or indirectly, the validity, ownership or enforceability of the Marks of the other Party, and it shall not, directly or indirectly, attempt to devalue dilute the value of the goodwill associated with such Marks, nor counsel, procure or assist anyone else to do any of such acts; (v) it shall not directly or indirectly oppose any application by the other Party or any other Person designated by such Party to register the Marks of the other Party in any way.jurisdiction or any application to extend any registration for such Marks; 5.4 Subject (c) Each Party shall promptly notify the other Party of: (i) any improper use or infringement which comes to its attention involving the terms of this Agreement, the Licensor shall not do anything that is likely to impair the rights Marks of the Licensee in other Party; or (ii) any use involving a confusingly similar xxxx by any Person not authorized by the Licence or other Party. The Party to impair any registration of whom the Marks or devalue belong shall have the Marks right, in its discretion, to settle any way within dispute with any Person regarding the Territory. 5.5 unauthorized use of its Marks. The Licensee shall not: 5.5.1 apply for or obtain registration of the Marks or any distinctive elements of each Xxxx for any products or services in any country; or 5.5.2 apply for or obtain registration of any trade xxxx in any country which consists of or comprises any of the Marks or any confusingly similar words or devices. 5.6 The Licensor shall use reasonable efforts to maintain or have maintained the registrations of the Marks and to prosecute to registration any pending applications for Marks and the Licensee shall bear all the costs of, and provide all necessary assistance in relation to, such maintenance and prosecution of the Marks in the Territory. If subsequent to the Commencement Date, the Licensor acquires, within the Territory, any registrations or applications for registration of any additional Marks, such registrations or applications for registration shall be deemed to have been added to Schedule 1 and Parties waive the provisions of this Agreement shall be deemed to have been modified accordinglysection 50(3) of the Trade-marks Act. 5.7 If the Licensee desires to use any improvements to the Marks or any other newly conceived intellectual property relating to the words BOLS VODKA or any similar words, it will obtain the Licensor’s prior written approval for the use thereof. All right, title and interest in and to such improvements, designs, concepts, artwork, and other newly conceived intellectual property shall be the exclusive property of Licensor and shall be used by the Licensee only in accordance with the terms of this Agreement. Upon the granting of approval to use such improvements, designs, concepts artwork, and other newly conceived intellectual property, the Licensor shall maintain and endeavour to procure registration of such items in accordance with Clause 5.6.

Trade Marks. 5.1 10.1. The Licensor warrants Supplier hereby grants to the Licensee that Distributor the Licensor owns all right, title and interest non-exclusive right in the Marks; that Territory to use the Licensor has the right to enter into this Agreement and to grant the Licence to the Licensee; that the granting of this Licence does not violate or conflict with any applicable laws or orders and does not require the consent, approval or waiver from, or application or notice to, or filing or registration with, any governmental entity or other third party; that no other person or entity has been granted any rights under the Marks that would conflict, in any way, with the rights granted to Licensee under Clause 2.1. of this Agreement; that each of the registrations for the Marks is valid and subsisting and is enforceable in the Territory; and that, so far as the Licensor is aware, the use of the Marks as contemplated by this Agreement does not infringe the intellectual property rights of others. To the Licensor’s knowledge no third party has infringed, misappropriated, or otherwise violated the Licensor’s rights in the Marks and there are no Marks other than those listed in Schedule 1. 5.2 The Licensee acknowledges that it does not have any right, title or interest in or to the Marks other than such as may be granted or confirmed to it under this Agreement. 5.3 The Licensee shall not do anything that is likely to diminish the rights of the Licensor in the Marks or to impair any registration of the Marks or to devalue the Marks in any way. 5.4 Subject to the terms of this Agreement, the Licensor shall not do anything that is likely to impair the rights of the Licensee in the Licence or to impair any registration of the Marks or devalue the Marks in any way within the Territory. 5.5 The Licensee shall not: 5.5.1 apply for or obtain registration of the Marks or any distinctive elements of each Xxxx for any products or services in any country; or 5.5.2 apply for or obtain registration of any trade xxxx in any country which consists of or comprises any of the Marks or any confusingly similar words or devices. 5.6 The Licensor shall use reasonable efforts to maintain or have maintained the registrations of the Marks and to prosecute to registration any pending applications for Marks and the Licensee shall bear all the costs of, and provide all necessary assistance in relation to, such maintenance and prosecution of the Trade Marks in the Territory. If subsequent to promotion, advertisement and sale of the Commencement Date, the Licensor acquires, within the Territory, any registrations or applications for registration of any additional Marks, such registrations or applications for registration shall be deemed to have been added to Schedule 1 and the provisions of this Agreement shall be deemed to have been modified accordingly. 5.7 If the Licensee desires to use any improvements to the Marks or any other newly conceived intellectual property relating to the words BOLS VODKA or any similar words, it will obtain the Licensor’s prior written approval for the use thereof. All right, title and interest in and to such improvements, designs, concepts, artwork, and other newly conceived intellectual property shall be the exclusive property of Licensor and shall be used by the Licensee only Products in accordance with the terms of and for the duration of this Agreementagreement. 10.2. Upon The Products shall be sold under the granting Trade Marks and on all Products, containers and advertisements for the Products the symbol ® shall be used in conjunction with the registered Trade Marks or "TM" in conjunction with any Trade Xxxx applications or unregistered trade marks. 10.3. All representations of approval the Trade Marks which the Distributor intends to use such improvementsshall first be submitted to the Supplier for approval. 10.4. The Distributor shall not, designswithout the prior written consent of the Supplier, concepts artworkalter or make any addition to the labelling or packaging of the Products displaying the Trade Marks, and shall not alter, deface or remove in any manner any reference to the Trade Marks, any reference to the Supplier or any other newly conceived name attached or affixed to the Products or their packaging or labelling. 10.5. The Supplier makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether the same infringe on any intellectual propertyproperty rights of third parties in the Territory. 10.6. The Distributor shall forthwith enter into any document necessary for the recording, registration or safeguarding of the Licensor Supplier's Trade Xxxx rights with the Supplier in respect of the marketing of the Products under the Trade Marks in a form satisfactory to the Supplier. 10.7. With respect to trade xxxx infringement: 10.7.1. each party shall maintain promptly give notice in writing to the other in the event that it becomes aware of: 10.7.1.1. any infringement or suspected infringement within the Territory of the Trade Marks or any other intellectual property rights in or relating to the Products; and 10.7.1.2. any claim that any Product or the manufacture, use, sale or other disposal of any Product within the Territory, whether or not under the Trade Marks, infringes the rights of any third party. 10.8. In the case of any matter falling within clause 10. 10.8.1. the Supplier shall, in its absolute discretion, determine what action if any shall be taken in respect of the matter; 10.8.2. the Supplier shall have sole control over and endeavour to procure registration shall conduct any action as it shall deem necessary in pursuance of such items in accordance with Clause 5.6clause 10.

Trade Marks. 5.1 12.1 The Licensor warrants to Product will be marketed and sold by PARTY B solely under the Licensee that the Licensor owns all rightTrade-marks. PARTY B will not alter, title and interest in the Marks; that the Licensor has the right to enter into this Agreement and to grant the Licence to the Licensee; that the granting of this Licence does not violate obscure, remove, cancel or conflict otherwise interfere with any applicable laws markings (including without limitation any Trade-marks, logos, trade names or orders trading style of PARTY A) and does not require other indications of origin, which may be placed on Product. PARTY B acknowledges that PARTY A is the consent, approval or waiver from, or application or notice to, or filing or registration with, any governmental entity or other third party; that no other person or entity has been granted any rights under the Marks that would conflict, in any way, with the rights granted to Licensee under Clause 2.1. of this Agreement; that each exclusive owner of the registrations for the Marks is valid Trade-marks and subsisting and is enforceable in the Territory; and that, so far as the Licensor is aware, the use of the Marks as contemplated by this Agreement does not infringe the intellectual property rights of others. To the Licensor’s knowledge PARTY B has no third party has infringed, misappropriated, or otherwise violated the Licensor’s rights in the Marks and there are no Marks other than those listed in Schedule 1. 5.2 The Licensee acknowledges that it does not have any right, title or interest whatsoever in or the Trade-marks and any goodwill association therewith and that all goodwill associated with the Trade-marks is owned by and shall ensure exclusively to and for the Marks other than such as may be granted or confirmed benefit of PARTY A. Furthermore, PARTY B agrees not to represent in any manner that it under this Agreement. 5.3 The Licensee shall not do anything that is likely to diminish has acquired any ownership rights in the rights Trade-marks. Any goodwill enjoyed by PARTY B from use of the Licensor Trade- marks shall vest in and become the Marks absolute property of PARTY A and PARTY B undertakes and agrees, at the request and expense of PARTY A, whether before or to impair any registration of the Marks or to devalue the Marks in any way. 5.4 Subject to the terms after termination of this Agreement, the Licensor shall not do anything that is likely to impair the rights of the Licensee in the Licence or to impair any registration of the Marks or devalue the Marks in any way within the Territory. 5.5 The Licensee shall not: 5.5.1 apply for or obtain registration of the Marks or any distinctive elements of each Xxxx for any products or services in any country; or 5.5.2 apply for or obtain registration of any trade xxxx in any country which consists of or comprises any of the Marks or any confusingly similar words or devices. 5.6 The Licensor shall use reasonable efforts to maintain or have maintained the registrations of the Marks execute all such instruments and to prosecute do all such acts and things as may be necessary and desirable to registration any pending applications for Marks vest absolutely in PARTY A all such Trade-marks and the Licensee shall bear all goodwill therein. PARTY B shall, during the costs of, Term of this Agreement and provide all necessary assistance in relation to, such maintenance and prosecution of the Marks in the Territory. If subsequent subject to the Commencement Date, the Licensor acquires, within the Territory, any registrations or applications for registration of any additional Marks, such registrations or applications for registration shall be deemed to have been added to Schedule 1 and due compliance with the provisions of this Agreement shall be deemed to Article XII, have been modified accordingly. 5.7 If the Licensee desires right to use any improvements to and display PARTY A’s Trade-Marks and copyrighted material in the Marks or any other newly conceived intellectual property relating to Territory solely in connection with the words BOLS VODKA or any similar wordsmarketing, it will obtain sale, distribution and support of the Licensor’s prior written approval for the use thereof. All right, title and interest Product in and to such improvements, designs, concepts, artwork, and other newly conceived intellectual property shall be the exclusive property of Licensor and shall be used by the Licensee only Territory in accordance with the terms of this AgreementAgreement and, except as may be otherwise permitted in writing by PARTY A, for no other purpose whatsoever. Upon It is the granting responsibility of PARTY B to ensure that the packaging materials for Product are in conformity with all applicable legislation in the Territory. 12.2 In connection with the foregoing, PARTY B covenants and agrees as follows: (a) to market, distribute and support the Product only under the Trade-marks, and not under any other trade-xxxx or logo of any other Person; (b) to obtain from PARTY A written approval for all promotional material, alternative product packaging including, without limitation, and to comply with all instructions issued by PARTY A relating to the form and manner in which PARTY A’s Trade-marks shall be used and to discontinue forthwith, upon notice from PARTY A, any practice relating to the use of PARTY A’s Trade-marks which in PARTY A’s opinion would or might adversely affect the rights or interests of PARTY A in such Trade-marks; (c) to conduct business in a manner that reflects favourably at all times on the Product and reputation of PARTY A in order to develop, promote and maintain same with customers and to protect and preserve the goodwill and image of PARTY A and the Product; (d) not to use such improvementsor permit any entity controlled by it or affiliated with it to use the Trade- marks or any other trade-marks or trade names or trade dress of PARTY A or any trade- marks, designstrade dress, concepts artworkwords, names, symbols, or designs which could reasonably be expected to be considered confusingly similar thereto, as part of its corporate or trading name or style, or on any of its products; (e) not to infringe PARTY A’s rights in and to any of the Trade-marks and not to dispute, contest, attack or impair the validity or ownership of the Trade-marks or do any act which tends to impair the validity of the Trade-marks or the title of PARTY A to any Trade-marks, trade names, copyrights and registrations used in connection with the Product, nor to effect any applications or registrations thereof without the express written consent of PARTY A, and not to take any action to the detriment of PARTY A’s interest therein or which would or could dilute the value of the goodwill attaching to the Trade-marks; (f) not to effect or permit the removal, renewal or alteration of any Trade-marks, trade names, notices, name plates, or D.I.N.’s or NPN’s or serial numbers affixed to any of the Product or its packaging; (g) to impose similar conditions on any Representatives or affiliated companies of PARTY B to those set out in this Article XII and to take such action as PARTY A may require at any time in respect to the use by any other newly conceived Person of PARTY A’s Trade-marks. 12.3 PARTY B shall provide prompt notice to PARTY A of any claims, allegations, actions and demands that the marketing and/or distribution of the Product infringes or may infringe the intellectual propertyproperty rights of any other Person and once such notice has been duly given, PARTY A shall have full carriage of any resulting action and PARTY B shall extend its full co- operation to PARTY A in the Licensor defence by PARTY A of any such claim, action or demand. 12.4 PARTY B shall maintain immediately report to PARTY A any actual or potential infringements of the Trade-marks or any matter which may give rise to any infringement of the Trade-marks, or any imitation of Product of which PARTY B is or may become aware, and endeavour PARTY B shall co-operate with PARTY A in protecting such Trade-marks and Product from any such infringement. PARTY B shall not initiate any protective action with respect to procure registration the Trade-marks or Product without prior written authorization of such items PARTY A. 12.5 Upon termination of this Agreement for any reason whatsoever, PARTY B shall discontinue forthwith all use of PARTY A’s Trade-marks and trade names, and PARTY B shall return to PARTY A all price lists, catalogues, sales literature, advertising literature and all other materials relating to the Product or Confidential Information in accordance with Clause 5.6PARTY B’s possession or over which it has control. 12.6 PARTY B agrees that the provisions of this Article XII are reasonable having regard to the necessity of PARTY A to protect its ownership rights in the Trade-marks and that any breach of the terms contained in this Article XII shall be deemed a material breach of this Agreement and in addition to any other remedies which may be available to it, PARTY A shall be entitled to enforce its rights hereunder by specific performance or other injunctive or equitable relief so as to protect all its rights in and to its Trade-marks.