Trade Names and Trademarks. 11.1 Subject to the provisions of this Section 11 of this Agreement, Manufacturer grants Distributor a limited, non-exclusive, non-transferable license to use the trade names and trademarks of Manufacturer listed on Addendum A, attached hereto and made a part hereof, as such may be amended from time to time (the “Licensed Marks”) during the Term of this Agreement; provided, however, that Distributor may, even after termination or expiration of this Agreement, use the trade names and trademarks of Manufacturer solely in connection with the sale of Products purchased from Manufacturer during the Term of this Agreement so long as Distributor continues to comply with the provisions of this Section 11. (a) The Licensed Marks shall be used (i) solely in connection with the promotion, advertising and sale of Manufacturer’s products in the Territory, and any related packaging, advertising materials, Internet sites and documentation, and (ii) solely in compliance with Manufacturer’s Trademark Usage Guidelines attached hereto, and made a part hereof, as Addendum B, as such may be amended by Manufacturer from time to time. Without Manufacturer’s prior written consent, Distributor shall not have the right to assign, sublicense or otherwise permit the use of such Licensed Marks by third parties. Except for the license granted herein, Manufacturer grants Distributor no express or implied licenses to any Licensed Marks. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Amended and Restated as of May 25, 2005 (b) Manufacturer shall have the right to inspect Distributor’s usage of the Licensed Marks (including without limitation literature, brochures, data books, data sheets, web pages or advertising materials produced by or on behalf of Distributor) to assess the level of consistency and quality of such use. Manufacturer reserves the right (i) to restrict any use of the Licensed Marks that it concludes, in its sole judgment, is detrimental to such Licensed Marks and (ii) to revise the Trademark Usage Guidelines at any time, upon written notice of such revision to Distributor. Distributor shall promptly provide specimens upon Manufacturer’s request at no cost to Manufacturer. If, at any time, Manufacturer reasonably determines that the usage of the Licensed Marks does not comply with the Trademark Usage Guidelines, Manufacturer shall so notify Distributor in writing, and Distributor shall correct the non-conformance and provide a corrected specimen to Manufacturer for review within thirty (30) days from the date of notification. Failure to correct a non-conformance will be considered a material breach of this Agreement.
Appears in 1 contract
Samples: Distributor Agreement (Cree Inc)
Trade Names and Trademarks. 11.1 Subject to the provisions of this Section 11 of this Agreement, Manufacturer grants Distributor a limited, non-exclusive, non-transferable license to use the trade names and trademarks of Manufacturer listed on Addendum A, attached hereto and made a part hereof, as such may be amended from time to time (the “Licensed Marks”) during the Term of this Agreement; provided, however, that Distributor may, even after termination or expiration of this Agreement, use the trade names and trademarks of Manufacturer solely in connection with the sale of the Products purchased from Manufacturer during the Term of this Agreement so long as Distributor continues to comply with the provisions of this Section 11Agreement.
(a) The Licensed Marks shall be used (i) solely in connection with the promotion, advertising and sale of Manufacturer’s products in the Territory, and any related packaging, advertising materials, Internet internet sites and documentation, and (ii) solely in compliance with Manufacturer’s Trademark Usage Guidelines attached hereto, and made a part hereof, as Addendum B, as such may be amended by Manufacturer from time to time. Without Manufacturer’s prior written consent, Distributor shall not have the right to assign, sublicense or otherwise permit the use of such Licensed Marks by third parties. Except for the license granted herein, Manufacturer grants Distributor no express or implied licenses to any Licensed Marks. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Amended and Restated as of May 25, 2005.
(b) Manufacturer shall have the right to inspect Distributor’s usage of the Licensed Marks (including without limitation literature, brochures, data books, data sheets, web pages or advertising materials produced by or on behalf of Distributor) to assess the level of consistency and quality of such use. Manufacturer reserves the right (i) to restrict any use of the Licensed Marks that it concludes, in its sole judgment, is detrimental to such Licensed Marks and (ii) to revise the Trademark Usage Guidelines at any time, upon written notice of such revision to Distributor. Distributor shall promptly provide specimens upon Manufacturer’s request at no cost to Manufacturer. If, at any time, Manufacturer reasonably determines that the usage of the Licensed Marks does not comply with the Trademark Usage Guidelines, Manufacturer shall so notify Distributor in writing, and Distributor shall correct the non-conformance and provide a corrected specimen to Manufacturer for review within thirty (30) days from the date of notification. Failure to correct a non-conformance will be considered a material breach of this Agreement. Distributorship Agreement Amended and Restated May 14, 2004 [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
Appears in 1 contract
Samples: Distributor Agreement (Cree Inc)
Trade Names and Trademarks. 11.1 Subject to Distributor shall have the provisions of this Section 11 of this Agreement, Manufacturer grants Distributor a limited, non-exclusive, non-transferable license exclusive right to use the trade names and trademarks of Manufacturer listed on Addendum A, attached hereto in the promotion and made a part hereof, as such may be amended from time to time (sale of the “Licensed Marks”) during the Term Products under this Agreement until termination or expiration of this Agreement; provided, however, that Distributor may, even after termination or expiration of this Agreement, use the trade names and trademarks of Manufacturer solely in connection with the sale of Products purchased from Manufacturer during the Term of this Agreement so long as Distributor continues to comply with the provisions of this Section 11.
(a) The Licensed Marks shall be used (i) solely in connection with the promotion, advertising and sale of Manufacturer’s products in the Territory, and any related packaging, advertising materials, Internet sites and documentation, and (ii) solely in compliance with Manufacturer’s Trademark Usage Guidelines attached hereto, and made a part hereof, as Addendum B, as such may be amended by Manufacturer from time to time. Without Manufacturer’s prior written consent, Distributor shall not have the right to assign, sublicense or otherwise permit the use of such Licensed Marks by third parties. Except for the license granted herein, Manufacturer grants Distributor no express or implied licenses to any Licensed Marks. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Amended Distributorship Agreement Dated April 5, 2002 Page 9 after termination or expiration of this Agreement, use the trade names and Restated as trademarks of May 25, 2005
(b) Manufacturer shall have only in connection with the right to inspect Distributor’s usage sale of the Licensed Marks (including without limitation literatureProducts purchased from Manufacturer during the existence of this Agreement. Notwithstanding the foregoing, brochures, data books, data sheets, web pages or advertising materials produced by or on behalf of Distributor) to assess the level of consistency and quality of such use. Manufacturer reserves the right (i) to restrict any such use of the Licensed Marks that it concludes, in its sole judgment, which is detrimental to such Licensed Marks the names or marks.
11.2 Distributor acknowledges that Manufacturer is the owner of its trade names and (ii) to revise trademarks and that Manufacturer may obtain registrations of the Trademark Usage Guidelines at any timesame in jurisdictions within the Territory. Distributors shall not assign, upon written notice sublicense or otherwise permit the use of such revision to Distributortrade names and trademarks by third parties. Distributor shall promptly provide specimens upon at all times recognize, respect and protect Manufacturer’s request at no ownership of any and all trademarks, trade names, trade secrets, copyrights, patents and know how of Manufacturer (collectively, Manufacturer’s “Intellectual Property”) in connection with the sale of Products in the Territory and shall not in any way derogate, diminish or weaken Manufacturer’s sole proprietary rights in said Intellectual Property. Should the law or regulations of any jurisdiction in the Territory invest Distributor with any proprietary rights to any of said Intellectual Property, Distributor shall promptly, freely and cooperatively relinquish to Manufacturer any and all such rights upon expiration or termination of this Agreement for any reason without recourse or cost to Manufacturer. If, at Manufacturer and shall thereafter refrain from any time, Manufacturer reasonably determines that the further usage of said Intellectual Property. Distributor shall execute any assignments or other documents necessary to relinquish fully said Intellectual Property to Manufacturer.
11.3 Distributor shall not remove, alter or obliterate any trade name or trademark affixed to the Licensed Marks does not comply package of the Products, nor shall it add any other names or marks, except with the Trademark Usage Guidelines, Manufacturer shall so notify Distributor in writing, and prior written consent of Manufacturer.
11.4 Distributor shall correct promptly notify Manufacturer of any and all infringements of Manufacturer’s Intellectual Property in connection with Products in the non-conformance Territory that may come to Distributor’s attention and provide a corrected specimen to shall assist Manufacturer for review within thirty (30) days from in taking such action against such infringement as Manufacturer in its discretion may decide, with all expenses and cost incident thereto being defrayed by Manufacturer.
11.5 Distributor shall not adopt any corporate name, assumed name, or “doing business as” name containing the date of notification. Failure to correct a non-conformance will be considered a material breach of this Agreementword “CREE,” whether in English or any other language.
Appears in 1 contract
Samples: Distributorship Agreement
Trade Names and Trademarks. 11.1 Subject to 8.1 Representative shall have the provisions of this Section 11 of this Agreement, Manufacturer grants Distributor a limited, non-exclusive, non-transferable license exclusive right to use the trade names and trademarks of Manufacturer listed on Addendum A, attached hereto Evolucia in the promotion and made a part hereof, as such may be amended from time to time (sale of the “Licensed Marks”) during the Term of Products under this Agreement; provided, however, that Distributor may, even after Agreement until termination or expiration of this Agreement. Notwithstanding the foregoing, Evolucia reserves the right to restrict any such use which is detrimental to the names or marks.
8.2 Representative acknowledges that Evolucia is the owner of its trade names and trademarks and that Evolucia may obtain registrations of Manufacturer solely the same in connection with the sale of Products purchased from Manufacturer during the Term of this Agreement so long as Distributor continues to comply with the provisions of this Section 11.
(a) The Licensed Marks shall be used (i) solely in connection with the promotion, advertising and sale of Manufacturer’s products in jurisdictions within the Territory, and any related packaging, advertising materials, Internet sites and documentation, and (ii) solely in compliance with Manufacturer’s Trademark Usage Guidelines attached hereto, and made a part hereof, as Addendum B, as such may be amended by Manufacturer from time to time. Without Manufacturer’s prior written consent, Distributor Representatives shall not have the right to assign, sublicense or otherwise permit the use of such Licensed Marks trade names and trademarks by third parties. Except for Representative shall at all times recognize, respect and protect Evolucia’s ownership of any and all trademarks, trade names, trade secrets, copyrights, patents and know how of Evolucia (collectively, Evolucia’s “Intellectual Property”) in connection with the license granted hereinsale of Products in the Territory and shall not in any way derogate, Manufacturer grants Distributor no express diminish or implied licenses weaken Evolucia’s sole proprietary rights in said Intellectual Property. Should the law or regulations of any jurisdiction in the Territory invest Representative with any proprietary rights to any Licensed Marksof said Intellectual Property, Representative shall promptly, freely and cooperatively relinquish to Evolucia any and all such rights upon expiration or termination of this Agreement for any reason without recourse or cost to Evolucia and shall thereafter refrain from any further usage of said Intellectual Property. [***] Confidential treatment requested pursuant Representative shall execute any assignments or other documents necessary to a request for confidential treatment filed relinquish fully said Intellectual Property to Evolucia.
8.3 Representative shall not remove, alter or obliterate any trade name or trademark affixed to the package of the Products, nor shall it add any other names or marks, except with the Securities prior written consent of Evolucia.
8.4 Representative shall promptly notify Evolucia of any and Exchange Commission. Omitted portions have been filed separately all infringements of Evolucia’s Intellectual Property in connection with Products in the Commission. Amended Territory that may come to Representative’s attention and Restated shall assist Evolucia in taking such action against such infringement as of May 25, 2005
(b) Manufacturer shall have the right to inspect Distributor’s usage of the Licensed Marks (including without limitation literature, brochures, data books, data sheets, web pages or advertising materials produced by or on behalf of Distributor) to assess the level of consistency and quality of such use. Manufacturer reserves the right (i) to restrict any use of the Licensed Marks that it concludes, Evolucia in its sole judgmentdiscretion may decide, is detrimental to such Licensed Marks with all expenses and (ii) to revise cost incident thereto being defrayed by Evolucia.
8.5 Representative shall not adopt any corporate name, assumed name, or “doing business as” name containing the Trademark Usage Guidelines at word “Evolucia” whether in English or any time, upon written notice of such revision to Distributor. Distributor shall promptly provide specimens upon Manufacturer’s request at no cost to Manufacturer. If, at any time, Manufacturer reasonably determines that the usage of the Licensed Marks does not comply with the Trademark Usage Guidelines, Manufacturer shall so notify Distributor in writing, and Distributor shall correct the non-conformance and provide a corrected specimen to Manufacturer for review within thirty (30) days from the date of notification. Failure to correct a non-conformance will be considered a material breach of this Agreementother language.
Appears in 1 contract
Samples: Sales Representation Agreement (Sunovia Energy Technologies Inc)
Trade Names and Trademarks. 11.1 Subject to Distributor shall have the provisions of this Section 11 of this Agreement, Manufacturer grants Distributor a limited, non-exclusive, non-transferable license exclusive right to use the trade names and trademarks of Manufacturer listed on Addendum A, attached hereto in the promotion and made a part hereof, as such may be amended from time to time (sale of the “Licensed Marks”) during the Term Products under this Agreement until termination or expiration of this Agreement; provided, however, that Distributor may, even after termination or expiration of this Agreement, use the trade names and trademarks of Manufacturer solely in connection with the sale of Products purchased from Manufacturer during the Term of this Agreement so long as Distributor continues to comply with the provisions of this Section 11.
(a) The Licensed Marks shall be used (i) solely in connection with the promotion, advertising and sale of Manufacturer’s products in the Territory, and any related packaging, advertising materials, Internet sites and documentation, and (ii) solely in compliance with Manufacturer’s Trademark Usage Guidelines attached hereto, and made a part hereof, as Addendum B, as such may be amended by Manufacturer from time to time. Without Manufacturer’s prior written consent, Distributor shall not have the right to assign, sublicense or otherwise permit the use of such Licensed Marks by third parties. Except for the license granted herein, Manufacturer grants Distributor no express or implied licenses to any Licensed Marks. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Amended after termination or expiration of this Agreement, use the trade names and Restated as trademarks of May 25, 2005
(b) Manufacturer shall have only in connection with the right to inspect Distributor’s usage sale of the Licensed Marks (including without limitation literatureProducts purchased from Manufacturer during the existence of this Agreement. Notwithstanding the foregoing, brochures, data books, data sheets, web pages or advertising materials produced by or on behalf of Distributor) to assess the level of consistency and quality of such use. Manufacturer reserves the right (i) to restrict any such use of the Licensed Marks that it concludes, in its sole judgment, which is detrimental to such Licensed Marks the names or marks.
11.2 Distributor acknowledges that Manufacturer is the owner of its trade names and (ii) to revise trademarks and that Manufacturer may obtain registrations of the Trademark Usage Guidelines at any timesame in jurisdictions within the Territory. Distributors shall not assign, upon written notice sublicense or otherwise permit the use of such revision to Distributortrade names and trademarks by third parties. Distributor shall promptly provide specimens upon at all times recognize, respect and protect Manufacturer’s request at no ownership of any and all trademarks, trade names, trade secrets, copyrights, patents and know how of Manufacturer (collectively, Manufacturer’s “Intellectual Property”) in connection with the sale of Products in the Territory and shall not in any way derogate, diminish or weaken Manufacturer’s sole proprietary rights in said Intellectual Property. Should the law or regulations of any jurisdiction in the Territory invest Distributor with any proprietary rights to any of said Intellectual Property, Distributor shall promptly, freely and cooperatively relinquish to Manufacturer any and all such rights upon expiration or termination of this Agreement for any reason without recourse or cost to Manufacturer. If, at Manufacturer and shall thereafter refrain from any time, Manufacturer reasonably determines that the further usage of said Intellectual Property. Distributor shall execute any assignments or other documents necessary to relinquish fully said Intellectual Property to Manufacturer.
11.3 Distributor shall not remove, alter or obliterate any trade name or trademark affixed to the Licensed Marks does not comply package of the Products, nor shall it add any other names or marks, except with the Trademark Usage Guidelines, Manufacturer shall so notify Distributor in writing, and prior written consent of Manufacturer.
11.4 Distributor shall correct promptly notify Manufacturer of any and all infringements of Manufacturer’s Intellectual Property in connection with Products in the non-conformance Territory that may come to Distributor’s attention and provide a corrected specimen to shall assist Manufacturer for review within thirty (30) days from in taking such action against such infringement as Manufacturer in its discretion may decide, with all expenses and cost incident thereto being defrayed by Manufacturer.
11.5 Distributor shall not adopt any corporate name, assumed name, or “doing business as” name containing the date of notification. Failure to correct a non-conformance will be considered a material breach of this Agreementword “CREE,” whether in English or any other language.
Appears in 1 contract
Samples: Distributor Agreement (Cree Inc)
Trade Names and Trademarks. 11.1 Subject A. Enzo hereby grants to the provisions of this Section 11 of this Agreement, Manufacturer grants Distributor Kaire a limited, non-exclusive, non-transferable license transferable, non-assignable, limited right to use the trade names following marks contained in Schedule C ("ENZO Trademarks"), at its plant in Longmont, Colorado and trademarks of Manufacturer listed on Addendum Aits manufacturing contractors' plants, attached hereto and made a part hereof, as such may be amended from time to time (the “Licensed Marks”) during the Term of this Agreement; provided, however, that Distributor may, even after termination or expiration of this Agreement, use the trade names and trademarks of Manufacturer solely in connection with the sale packaging, labeling, marketing and sales of Products purchased from Manufacturer during the Term Product and Kaire's products incorporating the Product. Kaire shall acquire no right, title or interest in the Enzo Trademarks other than the foregoing limited right, nor shall Kaire assert any ownership interest or right of this Agreement so long as Distributor continues to comply with any kind in the provisions of this Section 11Enzo Trademarks.
(a) The Licensed Marks X. Xxxxx acknowledges Enzo's exclusive proprietary and ownership interest and right in and to the Enzo Trademarks and hereby waives in favor of Enzo all rights to any trademarks, trade names and logotypes now or hereafter originated by Enzo, Kaire shall be used not (i) solely adopt, use or register any words, phrases or symbols which are identical to or confusingly similar in connection with any way to the promotion, advertising and sale of Manufacturer’s products in the Territory, and any related packaging, advertising materials, Internet sites and documentation, and Enzo Trademarks or constitute translations thereof; or (ii) solely take any action which would jeopardize Enzo's exclusive proprietary and ownership interest and right in compliance with Manufacturer’s Trademark Usage Guidelines attached heretoand to the Enzo Trademarks. Upon termination of this Agreement, and made a part hereof, as Addendum B, as such may be amended by Manufacturer from time to time. Without Manufacturer’s prior written consent, Distributor shall not have the limited right to assign, sublicense or otherwise permit use the Enzo Trademarks granted herein shall be deemed to have been automatically expired and terminated and Kaire shall cease and desist from the use of such Licensed Marks by third partiesthe Enzo Trademarks in any manner
C. On the termination of this Agreement, Enzo shall have the option to repurchase the Product then in the possession of Kaire, and available for sale, at prices originally billed to Kaire plus actual freight on the shipment of them to Enzo, and with deductions from moneys due or to become due to Kaire under this Agreement. Except for the license granted herein, Manufacturer grants Distributor no express or implied licenses As to any Licensed Marks. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Amended and Restated as of May 25Enzo's Product not repurchased by it within 30 days of such termination, 2005
(b) Manufacturer Kaire shall have the right to inspect Distributor’s usage dispose of such Product in the regular course of its business, and for this purpose, the restrictions of the Licensed Marks (including without limitation literature, brochures, data books, data sheets, web pages preceding subsection shall be deferred until 6 months after the termination of this Agreement.
D. In the event Kaire becomes aware of persons claiming or advertising materials produced by or on behalf of Distributor) to assess the level of consistency and quality of such use. Manufacturer reserves the right (i) to restrict any making use of the Licensed Marks that it concludesEnzo Trademarks, which conflict with Enzo's claims of tradename or trademark rights, Kaire shall provide written notice of such facts to Enzo. In the event Enzo determines, in its sole judgmentand absolute discretion, is detrimental to defend and protect its names and trademarks, all costs incurred in connection with such Licensed Marks defense shall be borne by Enzo including any costs associated with defending Kaire from claims made against Kaire for Kaire's use of the Enzo Trademarks.
X. Xxxxx shall at all times appropriately xxxx the Product packaging with the Enzo Trademarks in accordance with written standards and (ii) to revise the Trademark Usage Guidelines at any time, upon written notice of such revision to Distributorinstructions from Enzo. Distributor shall promptly provide specimens upon Manufacturer’s request at no cost to Manufacturer. If, at any time, Manufacturer reasonably determines Each package and publication must clearly state that the usage Enzo Trademark is used under license from Enzo. Kaire shall faithfully observe and execute all requirements and directions of Enzo under this Agreement relating to the manner and use and safeguarding of the Licensed Marks does not comply with the Trademark Usage Guidelines, Manufacturer shall so notify Distributor in writingEnzo Trademark, and Distributor shall correct cooperate with Enzo in preventing any infringement of the non-conformance and provide a corrected specimen to Manufacturer for review within thirty (30) days from the date trademark rights of notification. Failure to correct a non-conformance will be considered a material breach of this AgreementEnzo.
Appears in 1 contract
Samples: Manufacturing and Distribution Agreement (Natural Health Trends Corp)
Trade Names and Trademarks. 11.1 Subject to the provisions of this Section 11 of this Agreement, Manufacturer grants Distributor a limited, non-exclusive, non-transferable license to use the trade names and trademarks of Manufacturer listed on Addendum A, attached hereto and made a part hereof, as such may be amended from time to time (the “Licensed Marks”) during A. During the Term of this Agreement; provided, howeverunless otherwise prohibited by ICG, and pursuant to any applicable provision herein, Distributor may refer to itself as ICG's "Authorized Distributor" solely in conjunction with the sale of authorized ICG Services to be sold by Distributor hereunder, and solely in Distributor's territories.
B. Notwithstanding the foregoing, in no case shall Distributor refer to itself as an "Authorized Distributor", or use any ICG Marks, in advertising or other promotional material or activity without first obtaining, for each proposed use, ICG's prior express written permission. No approval is required for use of promotional material supplied by ICG. Distributor shall, at Distributor's sole cost and expense, and prior to the use of any ICG Marks, make any and all changes, corrections or alterations to any such proposed material or activity which ICG, in its sole discretion, deems necessary or advisable. Nothing in this Agreement shall be construed as waiving Distributor's obligation to obtain prior written permission before use of any ICG Marks except in material supplied by ICG.
C. Distributor acknowledges the value of ICG Marks, and the goodwill associated therewith, and acknowledges that such goodwill is a property right belonging to ICG and that ICG is the owner of all trademark, service xxxx, trade name and other rights in ICG Marks. Distributor recognizes that nothing contained in this Agreement is intended as an assignment or grant to Distributor of any right, title or interest in or to ICG Marks and that this Agreement does not confer any right or license to grant sub-licenses, or permission to third parties to use any ICG Xxxx. Distributor will do nothing inconsistent with ICG's ownership of ICG Marks, and all rights, if any, that may be acquired by use of ICG Marks by Distributor mayshall inure to the benefit of and be on behalf of ICG. Distributor will not adopt, even after use, other than as authorized herein, register or seek to register any xxxx anywhere in the world which is identical to ICG Marks, or which is so similar thereto as to constitute a deceptive colorable imitation thereof, or to suggest or imply some association, sponsorship or endorsement by ICG. ICG makes no warranties regarding its ownership of any rights in, or the validity of, any ICG Xxxx.
D. Distributor agrees to promptly notify ICG of any unauthorized use of ICG Marks by other parties when such use becomes known to Distributor. ICG shall have the sole right to engage in infringement or unfair competition proceedings involving ICG Marks against Distributor or other third party.
E. Upon termination or expiration of this Agreement, any permission or right to use the trade names and trademarks of Manufacturer solely in connection with the sale of Products purchased from Manufacturer during the Term of this Agreement so long as Distributor continues ICG Marks granted hereunder shall cease to comply with the provisions of this Section 11.
(a) The Licensed Marks shall be used (i) solely in connection with the promotion, advertising and sale of Manufacturer’s products in the Territoryexist, and any related packaging, advertising materials, Internet sites and documentation, and (ii) solely in compliance with Manufacturer’s Trademark Usage Guidelines attached hereto, and made a part hereof, as Addendum B, as such may be amended by Manufacturer from time to time. Without Manufacturer’s prior written consent, Distributor shall not have the right to assign, sublicense or otherwise permit the use of such Licensed Marks by third parties. Except for the license granted herein, Manufacturer grants Distributor no express or implied licenses to any Licensed Marks. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Amended and Restated as of May 25, 2005
(b) Manufacturer shall have the right to inspect Distributor’s usage of the Licensed Marks (including without limitation literature, brochures, data books, data sheets, web pages or advertising materials produced by or on behalf of Distributor) to assess the level of consistency and quality of such use. Manufacturer reserves the right (i) to restrict immediately cease any use of the Licensed Marks that it concludes, in its sole judgment, is detrimental to such Licensed ICG Marks and (ii) immediately cease referring to revise the Trademark Usage Guidelines at any time, upon written notice of such revision to itself as an ICG Authorized Distributor. Distributor shall also promptly provide specimens upon Manufacturer’s request at no cost return to ManufacturerICG all materials in its possession or control displaying any ICG Marks or referring to Distributor as an ICG Authorized Distributor. IfUpon prior written approval, at Distributor agrees to the use by ICG of Distributor's marks ("Distributor's Marks") in any time, Manufacturer reasonably determines that the usage of the Licensed Marks does not comply with the Trademark Usage Guidelines, Manufacturer shall so notify Distributor in writing, and Distributor shall correct the non-conformance and provide a corrected specimen to Manufacturer for review within thirty (30) days from the date of notification. Failure to correct a non-conformance will be considered a material breach of this Agreementjointly or cooperatively sponsored advertisement or promotional material.
Appears in 1 contract
Samples: Authorized Distributor Agreement (Grace Development Inc)
