Common use of Trademark Clause in Contracts

Trademark. (a) The Products shall, except as otherwise provided below, bear only the "Amana" trade names and/or trademarks. Any rights which may accrue from the use of any such trademarks or trade names on such Products shall inure to the sole benefit of Buyer. (b) Buyer shall defend any suit or proceeding and hold Seller harmless against any and all claims, demands, costs or losses arising from any suit or proceeding brought against Seller based on a claim of trademark infringement by reason of Seller's proper and authorized use of any such trademarks or trade names of any of the Products hereunder, and shall pay all damages and costs awarded therein; provided Seller, upon receiving notice thereof promptly notifies Buyer of such claim or the commencement of any such suit, action, proceeding or objection or threats thereof, and affords Buyer the opportunity, in its sole discretion, to determine the manner in which such claim, suit, action, proceeding or objection shall be handled or otherwise disposed of. Seller shall give Buyer the reasonable cooperation Buyer requests in connection with the defense of any such suit, action, proceeding or objection; provided that Buyer reimburses Seller for all reasonable and direct costs and expenses incurred by Seller in connection therewith. (c) Notwithstanding the foregoing, Seller may be represented in any such suit at its own expense and by its own counsel; provided however, that Seller shall not consent to any judgement or decree in any such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claims of a third party except upon the prior written consent of Buyer, which consent shall not be unreasonably delayed or withheld. (d) It is understood and agreed that the names and trademarks of each of the parties hereto shall remain such party's sole and exclusive property, and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the use of trade names or trademarks on Products covered by this contract which are so similar to the names or trademarks of the other party as to be likely to cause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement, each party will, upon the request of the other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any and all rights which might inadvertently have been lost or jeopardized as a result of operations under this Agreement. (e) Buyer agrees not to use any trademarks or trade names of Seller on or in connection with the Products, nor to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in any other advertising relating to the Products. Buyer will take all reasonable acts to discourage any use of Seller's trademarks or trade names by any dealer or distributor in connection with Products. (f) Anything to the contrary notwithstanding, in the event any statute, law, rule or regulation of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the Products. (g) Seller agrees not to use any of Buyer's trademarks or trade names on or in connection with the Products except as permitted under this Agreement, and not to sell or dispose of any Products bearing any of Buyer's trademarks or trade names to any one other than Buyer, unless expressly authorized in writing by Buyer.

Trademark. (a) The DISTRIBUTOR shall use the Trademarks in marketing, advertising and promoting the sale of the Products shall, except as otherwise provided below, bear only in accordance with the "Amana" trade names and/or trademarks. Any rights which may accrue from policies of the SUPPLIER regarding the use of Trademarks. Any use by DISTRIBUTOR of advertising, sales or promotional materials shall be subject to the SUPPLIER'S prior approval. The right to use the Trademarks shall cease and terminate upon the effective date of termination [*Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.] of this Agreement. The Trademarks shall remain the sole and exclusive property of the SUPPLIER. DISTRIBUTOR acknowledges that nothing contained shall give DISTRIBUTOR any such trademarks right or interest in any other Trademarks or any trademark, tradename, sign, symbol, emblem, device, trade names on such Products style or slogan used by or at the direction of the SUPPLIER upon or in relation to the Products. DISTRIBUTOR covenants not to do or permit to be done any act calculated to prejudice, affect, impair or destroy the title and/or interest of the SUPPLIER in and to the Trademarks. If it shall come to the attention of DISTRIBUTOR that any person, firm or corporation is infringing any Trademark, DISTRIBUTOR will promptly notify the SUPPLIER and cooperate fully with the SUPPLIER in the defense and protection of the Trademarks. All use of the Trademarks by DISTRIBUTOR under this Agreement shall inure to the sole exclusive benefit of Buyer. (b) Buyer shall defend the SUPPLIER. In the event that any action, suit or proceeding is commenced against DISTRIBUTOR concerning DISTRIBUTOR'S use of the Trademarks, DISTRIBUTOR shall promptly give notice thereof to the SUPPLIER. The SUPPLIER agrees to indemnify and hold Seller DISTRIBUTOR harmless from and against any and all claims, demands, liability and legal costs (including reasonable attorneys' fees) arising out of any claim or losses arising from any suit or proceeding brought against Seller based on a claim of trademark infringement action by reason of Seller's proper and authorized another party with respect to DISTRIBUTOR'S use of the Trademarks. DISTRIBUTOR shall not enter into any such trademarks or trade names settlement of any of indemnified claim without the Products hereunder, and shall pay all damages and costs awarded therein; provided Seller, upon receiving notice thereof promptly notifies Buyer of such claim or the commencement of any such suit, action, proceeding or objection or threats thereof, and affords Buyer the opportunity, in its sole discretion, to determine the manner in which such claim, suit, action, proceeding or objection shall be handled or otherwise disposed of. Seller shall give Buyer the reasonable cooperation Buyer requests in connection with the defense of any such suit, action, proceeding or objection; provided that Buyer reimburses Seller for all reasonable and direct costs and expenses incurred by Seller in connection therewithSUPPLIER'S consent. (c) Notwithstanding the foregoing, Seller may be represented in any such suit at its own expense and by its own counsel; provided however, that Seller shall not consent to any judgement or decree in any such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claims of a third party except upon the prior written consent of Buyer, which consent shall not be unreasonably delayed or withheld. (d) It is understood and agreed that the names and trademarks of each of the parties hereto shall remain such party's sole and exclusive property, and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the use of trade names or trademarks on Products covered by this contract which are so similar to the names or trademarks of the other party as to be likely to cause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement, each party will, upon the request of the other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any and all rights which might inadvertently have been lost or jeopardized as a result of operations under this Agreement. (e) Buyer agrees not to use any trademarks or trade names of Seller on or in connection with the Products, nor to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in any other advertising relating to the Products. Buyer will take all reasonable acts to discourage any use of Seller's trademarks or trade names by any dealer or distributor in connection with Products. (f) Anything to the contrary notwithstanding, in the event any statute, law, rule or regulation of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the Products. (g) Seller agrees not to use any of Buyer's trademarks or trade names on or in connection with the Products except as permitted under this Agreement, and not to sell or dispose of any Products bearing any of Buyer's trademarks or trade names to any one other than Buyer, unless expressly authorized in writing by Buyer.

Trademark. (a) The Products shall, except appointment as otherwise provided below, bear only per paragraph 2(a) shall include the "Amana" trade names and/or trademarkspermission granted by Producer to Importer to use the Trademark free from any additional payment in the Territory. Any rights which may accrue from the Importer shall ensure that each reference to and use of any such trademarks or trade names on such Products shall inure to the sole benefit of BuyerTrademark by Importer is in a manner befitting the trademark. (b) Buyer The permission to use the Trademark in the Territory hereby granted shall defend any suit or proceeding not be assignable by Importer and hold Seller harmless against any and upon termination of this Agreement all claims, demands, costs or losses arising from any suit or proceeding brought against Seller based on a claim of trademark infringement by reason of Seller's proper and authorized rights granted to Importer to use of any such trademarks or trade names of any of the Products hereunder, and Trademark shall pay all damages and costs awarded therein; provided Seller, upon receiving notice thereof promptly notifies Buyer of such claim or the commencement of any such suit, action, proceeding or objection or threats thereof, and affords Buyer the opportunity, in its sole discretion, to determine the manner in which such claim, suit, action, proceeding or objection shall be handled or otherwise disposed of. Seller shall give Buyer the reasonable cooperation Buyer requests in connection with the defense of any such suit, action, proceeding or objection; provided that Buyer reimburses Seller for all reasonable and direct costs and expenses incurred by Seller in connection therewithcease forthwith. (c) Notwithstanding Importer acknowledges Producer’s right, title and interest in the foregoingTrademark in the Territory and elsewhere and agrees not to tamper with it or do any act which might invalidate such title or the registration of the Trademark, Seller may be represented nor do any act which might support any application to remove the Trademark from the register nor assist any other person directly or indirectly in any such suit at its own expense and by its own counsel; provided howeveract. Importer hereby covenants not to challenge, that Seller shall not consent to any judgement directly or decree indirectly, in any country of the world, Producer’s sole and exclusive ownership of the Trademark and any variations or modifications thereof, as well as the goodwill symbolized by such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claims of a third party except upon the prior written consent of Buyer, which consent shall not be unreasonably delayed or withheldTrademark. (d) It is understood and agreed that The goodwill arising from the names and trademarks of each permitted use of the parties hereto Trademark by Importer shall remain such party's sole and exclusive property, and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the use of trade names or trademarks on Products covered by this contract which are so similar accrue to the names or trademarks of the other party as to be likely to cause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement, each party will, upon the request of the other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any and all rights which might inadvertently have been lost or jeopardized as a result of operations under this AgreementProducer. (e) Buyer agrees Importer undertakes not to use any trademarks or trade names of Seller on or in connection with the Products, nor to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in business any other advertising relating Trademark which is similar to, or substantially similar to, or so nearly resembles the Trademark as to the Products. Buyer will take all reasonable acts to discourage any use of Seller's trademarks cause deception or trade names by any dealer or distributor in connection with Productsconfusion. (f) Anything In the event that Importer learns of any infringement or threatened Trade Dress infringement of the Trademark, or any common law passing-off by reason of imitations or otherwise, or that any third party alleges claim that the Trademark is liable to cause deception or confusion to the contrary notwithstandingpublic, Importer shall forthwith notify Producer giving particulars thereof and Importer will, at Producer’s expense, provide all reasonable information and assistance to Producer in any proceeding which is commenced or engaged in by the event any statute, law, rule or regulation of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the ProductsProducer. (g) Seller agrees not The copyright in all brochures, pamphlets and material supplied by Producer to use any of Buyer's trademarks or trade names on or in connection with Importer and relating to the Products except as permitted under shall be and shall remain the property of Producer and Importer shall, upon termination of this Agreement, and not return to sell Producer or dispose of any Products bearing any as Producer shall direct at the cost of Buyer's trademarks or trade names to any one other than BuyerProducer, unless expressly authorized in writing all samples supplied by BuyerProducer together with all such brochures and materials as aforesaid.

Trademark. (a) 5.1 The Products shall, except as otherwise provided below, bear only the "Amana" trade names and/or trademarks. Any rights which may accrue from the use of any such trademarks or trade names on such Products shall inure Seller hereby grants to the sole benefit of Buyer. (b) Buyer shall defend any suit or proceeding Distributor the non-exclusive right in the Territories to use the trademarks Trademarks in the promotion, advertisement and hold Seller harmless against any and all claims, demands, costs or losses arising from any suit or proceeding brought against Seller based on a claim of trademark infringement by reason of Seller's proper and authorized use of any such trademarks or trade names of any sale of the Products hereunderin accordance with the terms of and for the duration of this Agreement. The trademarks Trademarks are registered trademarks, owned and used by the Seller. The Seller makes no representation or warranty as to the validity or enforceability of the trademark, nor as to whether the same infringe on any intellectual property rights of third parties in the Territories. 5.2 The Products shall pay be sold under the Seller’s trademark and on all damages Products, containers and costs awarded therein; provided advertisements for the Products as may be prescribed by the Seller, upon receiving notice thereof promptly notifies Buyer . All representations of such claim or trademark which the commencement of any such suit, action, proceeding or objection or threats thereof, and affords Buyer Distributor intends to use shall first be submitted to the opportunity, in its sole discretion, to determine the manner in which such claim, suit, action, proceeding or objection shall be handled or otherwise disposed of. Seller shall give Buyer the reasonable cooperation Buyer requests in connection with the defense of any such suit, action, proceeding or objection; provided that Buyer reimburses Seller for all reasonable and direct costs and expenses incurred by Seller in connection therewithapproval. (c) Notwithstanding 5.3 After termination of this Agreement the foregoing, Seller may be represented Distributor shall immediately cease all use of Seller’s name or any of Seller’s trademarks in any such suit at its manner whatsoever. 5.4 The Distributor may not put any trademark of his own expense and by its own counsel; provided howeveron any Products or Product’s documentation material (including without limitation any inserts), that Seller without the Seller’s permission in writing in advance. Such authorisation shall not consent to any judgement or decree in any such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claims of a third party except upon be unreasonably withheld as long as regulatory requirements are met. 5.5 The Distributor shall not, without the prior written consent of Buyerthe Seller, which consent alter or make any addition to the labelling or packaging of the Products displaying the aforementioned Seller’s trademarks, and shall not be unreasonably delayed alter, deface or withheldremove in any manner any reference to such trademarks, any reference to the Seller or any other name attached or affixed to the Products or their packaging or labelling. (d) It is understood 5.6 Both Seller and agreed the Distributor shall promptly inform each other of any situation, where it has a reason to believe that the names and trademarks of each trademark rights may be infringed or challenged by third parties. The Distributor shall not do or omit to do anything in its use of the parties hereto shall remain such party's Seller’s trademarks that may or would adversely affect their validity. 5.7 The Seller agrees to and at its own expense to take appropriate action (in its sole discretion) to protect its trademark and exclusive property, other intellectual property rights. The Distributor agrees at the request and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the use of trade names or trademarks on Products covered by this contract which are so similar to the names or trademarks expense of the other party as Seller to be likely to cause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement, each party will, upon the request of the other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any and provide all rights which might inadvertently have been lost or jeopardized as a result of operations under this Agreement. (e) Buyer agrees not to use any trademarks or trade names of Seller on or reasonable assistance in connection with any action to be taken by the Products, nor Seller pursuant to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in any other advertising relating to the Products. Buyer will take all reasonable acts to discourage any use of Seller's trademarks or trade names by any dealer or distributor in connection with Productsclause 12.2. (f) Anything to the contrary notwithstanding, in the event any statute, law, rule or regulation of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the Products. (g) Seller agrees not to use any of Buyer's trademarks or trade names on or in connection with the Products except as permitted under this Agreement, and not to sell or dispose of any Products bearing any of Buyer's trademarks or trade names to any one other than Buyer, unless expressly authorized in writing by Buyer.

Trademark. (a) 5.1 The Products shall, except as otherwise provided below, bear only the "Amana" trade names and/or trademarks. Any rights which may accrue from the use of any such trademarks or trade names on such Products shall inure Seller hereby grants to the sole benefit of Buyer. (b) Buyer shall defend any suit or proceeding Distributor the non-exclusive right in the Territories to use the trademarks [TRADEMARKS] in the promotion, advertisement and hold Seller harmless against any and all claims, demands, costs or losses arising from any suit or proceeding brought against Seller based on a claim of trademark infringement by reason of Seller's proper and authorized use of any such trademarks or trade names of any sale of the Products hereunderin accordance with the terms of and for the duration of this Agreement. The trademarks [TRADEMARKS] are registered trademarks, owned and used by the Seller. The Seller makes no representation or warranty as to the validity or enforceability of the trademark, nor as to whether the same infringe on any intellectual property rights of third parties in the Territories. 5.2 The Products shall pay be sold under the Seller’s trademark and on all damages Products, containers and costs awarded therein; provided advertisements for the Products as may be prescribed by the Seller, upon receiving notice thereof promptly notifies Buyer . All representations of such claim or trademark which the commencement of any such suit, action, proceeding or objection or threats thereof, and affords Buyer Distributor intends to use shall first be submitted to the opportunity, in its sole discretion, to determine the manner in which such claim, suit, action, proceeding or objection shall be handled or otherwise disposed of. Seller shall give Buyer the reasonable cooperation Buyer requests in connection with the defense of any such suit, action, proceeding or objection; provided that Buyer reimburses Seller for all reasonable and direct costs and expenses incurred by Seller in connection therewithapproval. (c) Notwithstanding 5.3 After termination of this Agreement the foregoing, Seller may be represented Distributor shall immediately cease all use of Seller’s name or any of Seller’s trademarks in any such suit at its manner whatsoever. 5.4 The Distributor may not put any trademark of his own expense and by its own counsel; provided howeveron any Products or Product’s documentation material (including without limitation any inserts), that Seller without the Seller’s permission in writing in advance. Such authorisation shall not consent to any judgement or decree in any such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claims of a third party except upon be unreasonably withheld as long as regulatory requirements are met. 5.5 The Distributor shall not, without the prior written consent of Buyerthe Seller, which consent alter or make any addition to the labelling or packaging of the Products displaying the aforementioned Seller’s trademarks, and shall not be unreasonably delayed alter, deface or withheldremove in any manner any reference to such trademarks, any reference to the Seller or any other name attached or affixed to the Products or their packaging or labelling. (d) It is understood 5.6 Both Seller and agreed the Distributor shall promptly inform each other of any situation, where it has a reason to believe that the names and trademarks of each trademark rights may be infringed or challenged by third parties. The Distributor shall not do or omit to do anything in its use of the parties hereto shall remain such party's Seller’s trademarks that may or would adversely affect their validity. 5.7 The Seller agrees to and at its own expense to take appropriate action (in its sole discretion) to protect its trademark and exclusive property, other intellectual property rights. The Distributor agrees at the request and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the use of trade names or trademarks on Products covered by this contract which are so similar to the names or trademarks expense of the other party as Seller to be likely to cause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement, each party will, upon the request of the other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any and provide all rights which might inadvertently have been lost or jeopardized as a result of operations under this Agreement. (e) Buyer agrees not to use any trademarks or trade names of Seller on or reasonable assistance in connection with any action to be taken by the Products, nor Seller pursuant to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in any other advertising relating to the Products. Buyer will take all reasonable acts to discourage any use of Seller's trademarks or trade names by any dealer or distributor in connection with Productsclause 12.2. (f) Anything to the contrary notwithstanding, in the event any statute, law, rule or regulation of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the Products. (g) Seller agrees not to use any of Buyer's trademarks or trade names on or in connection with the Products except as permitted under this Agreement, and not to sell or dispose of any Products bearing any of Buyer's trademarks or trade names to any one other than Buyer, unless expressly authorized in writing by Buyer.

Trademark. (a) The Products shall, except as otherwise provided below, bear only the "Amana" **OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** trade names and/or trademarks. Any rights which may accrue from the use of any such trademarks or trade names on such Products shall inure to the sole benefit of Buyer. (b) Buyer shall defend any suit or proceeding and hold Seller harmless against any and all claims, demands, costs or losses arising from any suit or proceeding brought against Seller based on a claim of trademark infringement by reason of Seller's proper and authorized use of any such trademarks or trade names of any of the Products hereunder, and shall pay all damages and costs awarded therein; provided Seller, upon receiving notice thereof promptly notifies Buyer of such claim or the commencement of any such suit, action, proceeding or objection or threats thereof, and affords Buyer the opportunity, in its sole discretion, to determine the manner in which such claim, suit, action, proceeding or objection shall be handled or otherwise disposed of. Seller shall give Buyer the reasonable cooperation Buyer requests in connection with the defense of any such suit, action, proceeding or objection; provided that Buyer reimburses Seller for all reasonable and direct costs and expenses incurred by Seller in connection therewith.OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** (c) Notwithstanding the foregoing, Seller may be represented in any such suit at its own expense and by its own counsel; provided however, that Seller shall not consent to any judgement or decree in any such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claims of a third party except upon the prior written consent of Buyer, which consent shall not be unreasonably delayed or withheld.OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST** (d) It is understood and agreed that the names and trademarks of each of the parties hereto shall remain such party's sole and exclusive property, and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the use of trade names or trademarks on Products covered by this contract which are so similar to the names or trademarks of the other party as to be likely to cause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement, each party will, upon the request of the other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any and all rights which might inadvertently have been lost or jeopardized as a result of operations under this Agreement. (e) Buyer agrees not to use any trademarks or trade names of Seller on or in connection with the Products, nor to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in any other advertising relating to the Products. Buyer will take all reasonable acts to discourage any use of Seller's trademarks or trade names by any dealer or distributor in connection with Products. (f) Anything to the contrary notwithstanding, in the event any statute, law, rule or regulation of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the Products. (g) Seller agrees not to use any of Buyer's trademarks or trade names on or in connection with the Products except as permitted under this Agreement, and not to sell or dispose of any Products bearing any of Buyer's trademarks or trade names to any one other than Buyer, unless expressly authorized in writing by Buyer.

Trademark. (a) The Products shallappointment as per paragraph 2(a) shall include the permission granted by Producer to Importer to use the TRADEMARK free from any additional payment in the TERRITORY only in relation to the marketing, except as otherwise provided below, bear only the "Amana" trade names and/or trademarkssales and promotion of THE PRODUCTS. Any rights which may accrue from the Importer shall ensure that each reference to and use of any such trademarks or trade names on such Products shall inure the TRADEMARK by Importer is in a manner from time to the sole benefit of Buyertime approved by Producer. (b) Buyer The permission to use the TRADEMARK in the TERRITORY hereby granted shall defend any suit or proceeding not be capable of assignment by Importer and hold Seller harmless against any and upon termination of this Contract all claims, demands, costs or losses arising from any suit or proceeding brought against Seller based on a claim of trademark infringement by reason of Seller's proper and authorized rights granted to Importer to use of any such trademarks or trade names of any of the Products hereunder, and TRADEMARK shall pay all damages and costs awarded therein; provided Seller, upon receiving notice thereof promptly notifies Buyer of such claim or the commencement of any such suit, action, proceeding or objection or threats thereof, and affords Buyer the opportunity, in its sole discretion, to determine the manner in which such claim, suit, action, proceeding or objection shall be handled or otherwise disposed of. Seller shall give Buyer the reasonable cooperation Buyer requests in connection with the defense of any such suit, action, proceeding or objection; provided that Buyer reimburses Seller for all reasonable and direct costs and expenses incurred by Seller in connection therewithcease forthwith. (c) Notwithstanding Importer acknowledges the foregoingtitle of Producer to the TRADEMARK in the TERRITORY and elsewhere and agrees not to tamper with it or do any act which might invalidate such title or the registration of the TRADEMARK, Seller may be represented nor do any act which might support any application to remove the TRADEMARK from the register nor assist any other person directly or indirectly in any such suit at its own expense and by its own counsel; provided however, that Seller shall not consent to any judgement or decree in any such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claims of a third party except upon the prior written consent of Buyer, which consent shall not be unreasonably delayed or withheldact. (d) It is understood and agreed that The goodwill arising from the names and trademarks of each of the parties hereto shall remain such party's sole and exclusive property, and neither Seller nor Buyer nor the divisions, subsidiaries, or affiliates thereof shall use or authorize the permitted use of trade names or trademarks on Products covered THE TRADEMARK by this contract which are so similar the Importer shall accrue to the names or trademarks of the other party as to be likely to cause confusion of origin or otherwise deceive the public. Upon termination or expiration of this Agreement, each party will, upon the request of the other, execute such documents respecting the other's trademarks as might be necessary or desirable to fully restore to the respective parties hereto any and all rights which might inadvertently have been lost or jeopardized as a result of operations under this AgreementProducer. (e) Buyer agrees Importer undertakes not to use any trademarks or trade names of Seller on or in connection with the Products, nor to refer to Seller or any of its divisions, subsidiaries or affiliates in any of Buyer's promotional literature or in business any other advertising relating TRADEMARK which is similar to, or substantially similar to, or so nearly resembles the Limoncello TRADEMARK as to the Products. Buyer will take all reasonable acts to discourage any use of Seller's trademarks cause deception or trade names by any dealer or distributor in connection with Productsconfusion. (f) Anything In the event that Importer learns of any infringement or threatened TRADE DRESS infringement of the TRADEMARK, or any common law passing-off by reason of imitations or otherwise, or that any third party alleges claim that the TRADEMARK is liable to cause deception or confusion to the contrary notwithstandingpublic, Importer shall forthwith notify Producer giving particulars thereof and Importer will, at Producer's expense, provide all reasonable information and assistance to Producer in the event any statute, law, rule that Producer decides that proceeding should be commenced or regulation defended. Any such proceedings shall be under the control and expense of any of the states or other jurisdictions in which the Products are sold requires that the name of the manufacturer of Products be indicated or manifested thereon, such identification as is necessary to comply with such statute, law, rule or regulation may be placed on the ProductsProducer. (g) Seller agrees not The copyright in all brochures, pamphlets and material supplied by Producer to use any Importer and relating to THE PRODUCTS shall be and shall remain the property of Buyer's trademarks or trade names on or in connection with the Products except as permitted under Producer and Importer shall, upon termination of this AgreementContract, and not return to sell Producer or dispose of any Products bearing any as Producer shall direct at the cost of Buyer's trademarks or trade names to any one other than BuyerProducer, unless expressly authorized in writing all samples supplied by BuyerProducer together with all such brochures and materials as aforesaid.