Common use of Use; Quality Control Clause in Contracts

Use; Quality Control. (a) Licensee agrees to maintain and preserve, and to require its Permitted Sublicensees to maintain and preserve, the quality of the Licensed Materials and to use, and to cause its Permitted Sublicensees to use, the Licensed Materials only in good faith and in a dignified manner and in accordance with the terms of this Agreement. In addition, Licensee shall ensure that all products and services provided by Licensee and its Permitted Sublicensees under the Licensed Materials will be of sufficiently high quality to protect the Licensed Materials and the goodwill symbolized thereby. For purposes of this Agreement, the terms “dignified manner” and “sufficiently high quality” shall be intended to mean the same or better dignity of use and quality expressed by Licensor in its own use of its trademarks and trade names including, but not limited to the Licensed Materials, as determined in the sole reasonable discretion of Licensor. Licensee shall not, and shall cause its Permitted Sublicensees not to, by any act or omission, use or permit use of the Licensed Materials in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor, its reputation, or in a manner that would be detrimental to the Licensed Materials or their associated goodwill. (b) The foregoing notwithstanding, Licensee agrees to use, and to cause and require its Permitted Sublicensees to use, the Licensed Materials only in accordance with such quality standards as may be reasonably established by Licensor and communicated to Licensee from time to time in writing, or as may be agreed to by Licensor and Licensee from time to time in writing. Licensee shall obtain Licensor’s prior written approval of any material change in the style and manner in which any Licensed Trademark is proposed to be used by Licensee or its Permitted Sublicensees and shall use, and cause its Permitted Sublicensees to use, the Licensed Materials only in a style and manner commensurate with the standards and reputation for quality associated with the Licensed Materials. (c) Licensee shall permit Licensor or its duly authorized representative, upon reasonable notice to Licensee, to inspect and review all business locations and materials of Licensee and its Permitted Sublicensees and any and all uses of the Licensed Materials by Licensee and its Permitted Sublicensees for the purposes of (i) assuring that the Licensed Materials are in a manner consistent with this Agreement and that the products and services associated with the Licensed Materials meet Licensor’s quality standards as contemplated hereby. Licensee will, and will cause its Permitted Sublicensees to, furnish to Licensor representative samples of all advertising and promotional materials in any media that are to be used in connection with the Licensed Materials, and Licensee must receive prior written approval as to its, or its Permitted Sublicensees’, use of the same. Licensor may in its reasonable discretion reject any such proposed advertising or promotional materials by giving Licensee notice of such rejection (a “Rejection Notice”) within ten (10) business days of Licensor’s receipt of proposed advertising or promotional materials. If Licensor does not provide a Rejection Notice to Licensee within ten (10) business days of Licensor’s receipt of the proposed advertising or promotional materials, such advertising or promotional materials shall be deemed approved by Licensor. Licensee will, and will cause its Permitted Sublicensees to, make all changes to such materials that Licensor reasonably requests to comply with this Section 1.2 or to preserve the validity of, or Licensor’s rights in, the Licensed Materials.

Use; Quality Control. (a) Each Licensee agrees to maintain and preserve, and to require its Permitted Sublicensees to maintain and preserve, preserve the quality of the Licensed Materials Trademarks and to use, and to cause its Permitted Sublicensees to use, the Licensed Materials Trademarks only in good faith and in a dignified manner consistent with such Licensee’s use of the Licensed Trademarks prior to the Effective Date and in accordance with the terms of this Agreement. In addition, each Licensee shall ensure that all products and services provided by such Licensee and its Permitted Sublicensees under the Licensed Materials Trademarks will be of sufficiently high quality to protect the Licensed Materials Trademarks and the goodwill symbolized thereby. For purposes of this Agreement, the terms “dignified manner” and “sufficiently high quality” shall be intended to mean the same or better dignity of use and quality expressed by Licensor in its own use of its trademarks and trade names including, but not limited to the Licensed Materials, as determined in the sole reasonable discretion of Licensor. A Licensee shall not, and shall cause its Permitted Sublicensees not to, by any act or omission, omission use or permit use of the Licensed Materials Trademarks in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor, Licensor or its reputation, business or in a manner reputation or that would be detrimental to the Licensed Materials Trademarks or their associated goodwill. (b) The foregoing notwithstanding, Each Licensee agrees to use, and to cause and require its Permitted Sublicensees Sublicencees to use, the Licensed Materials Trademarks only in accordance with such quality standards as may be reasonably established by Licensor and communicated to such Licensee from time to time in writing, or as may be agreed to by Licensor and such Licensee from time to time in writing. A Licensee shall obtain Licensor’s prior written approval of any material change in the style and manner in which any Licensed Trademark is proposed to be used by such Licensee or its Permitted Sublicensees and shall use, and cause its Permitted Sublicensees to use, the Licensed Materials Trademarks only in a style and manner commensurate with the standards and reputation for quality associated with the Licensed MaterialsTrademarks. Each Licensee agrees not to, and to cause their Permitted Sublicensees not to, register or attempt to register in any jurisdiction any trademark or service xxxx that is confusingly similar to any of the Licensed Trademarks or which would reasonably be expected to result in dilution of any of the Licensed Trademarks. (c) Each Licensee shall permit Licensor or its duly authorized representative, upon reasonable notice to Licenseenotice, to inspect and review all business locations and materials of Licensee and its Permitted Sublicensees and any and all uses of the Licensed Materials Trademarks by Licensee and its Permitted Sublicensees for the purposes of (i) assuring that use of the Licensed Materials are Trademarks in a manner consistent with this Agreement and that the products and services associated with the Licensed Materials Trademarks meet Licensor’s quality standards as contemplated hereby. Upon request by Licensor, a Licensee will, and will cause its Permitted Sublicensees to, furnish to Licensor representative samples of all advertising and promotional materials in any media that are to be used in connection with the Licensed Materials, and Licensee must receive prior written approval as to its, or its Permitted Sublicensees’, use of the sameTrademarks. Licensor may in its reasonable discretion reject any such proposed advertising or promotional materials by giving Licensee notice of such rejection (a “Rejection Notice”) within ten (10) business days of Licensor’s receipt of proposed advertising or promotional materials. If Licensor does not provide a Rejection Notice to Licensee within ten (10) business days of Licensor’s receipt of the proposed advertising or promotional materials, such advertising or promotional materials shall be deemed approved by Licensor. A Licensee will, and will cause its Permitted Sublicensees to, make all changes to such materials that Licensor reasonably requests to comply with this Section 1.2 or to preserve the validity of, or Licensor’s rights in, the Licensed MaterialsTrademarks.

Use; Quality Control. (a) Licensee agrees to maintain and preserve, and to require its Permitted Sublicensees to maintain and preserve, preserve the quality of the Licensed Materials Trademarks and to use, and to cause its Permitted Sublicensees Sublicensee to use, the Licensed Materials Trademarks only in good faith and in a dignified manner consistent with such Licensee’s use of the Licensed Trademarks prior to the Effective Date and in accordance with the terms of this Agreement. In addition, Licensee shall ensure that all products and services provided by such Licensee and its Permitted Sublicensees Sublicensee under the Licensed Materials Trademarks will be of sufficiently high quality to protect the Licensed Materials Trademarks and the goodwill symbolized thereby. For purposes of this Agreement, the terms “dignified manner” and “sufficiently high quality” shall be intended to mean the same or better dignity of use and quality expressed by Licensor in its own use of its trademarks and trade names including, but not limited to the Licensed Materials, as determined in the sole reasonable discretion of Licensor. A Licensee shall not, and shall cause its Permitted Sublicensees Sublicensee not to, by any act or omission, omission use or permit use of the Licensed Materials Trademarks in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor, Licensor or its reputation, business or in a manner reputation or that would be detrimental to the Licensed Materials Trademarks or their associated goodwill. (b) The foregoing notwithstanding, Licensee agrees to use, and to cause and require its Permitted Sublicensees to use, the Licensed Materials Trademarks only in accordance with such quality standards as may be reasonably established by Licensor and communicated to such Licensee from time to time orally or in writing, or as may be agreed to by Licensor and such Licensee from time to time orally or in writing. A Licensee shall obtain Licensor’s prior written approval of any material change in the style and manner in which any Licensed Trademark is proposed to be used by such Licensee or its Permitted Sublicensees Sublicensee and shall use, and cause its Permitted Sublicensees Sublicensee to use, the Licensed Materials Trademarks only in a style and manner commensurate with the standards and reputation for quality associated with the Licensed MaterialsTrademarks. Licensee agrees not to, and to cause their Permitted Sublicensee not to, register or attempt to register in any jurisdiction any trademark or service mark that is confusingly similar to any of the Licensed Trademarks or which would reasonably be expected to result in dilution of any of the Licensed Trademarks. (c) Licensee shall permit Licensor or its duly authorized representative, upon reasonable notice to Licenseenotice, to inspect and review all business locations and materials of Licensee and its Permitted Sublicensees Sublicensee and any and all uses of the Licensed Materials Trademarks by Licensee and its Permitted Sublicensees Sublicensee for the purposes of (i) assuring that use of the Licensed Materials are Trademarks in a manner consistent with this Agreement and that the products and services associated with the Licensed Materials Trademarks meet Licensor’s quality standards as contemplated hereby. Upon request by Licensor, a Licensee will, and will cause its Permitted Sublicensees Sublicensee to, furnish to Licensor representative samples of all advertising and promotional materials in any media that are to be used in connection with the Licensed Materials, and Licensee must receive prior written approval as to its, or its Permitted Sublicensees’, use of the sameTrademarks. Licensor may in its reasonable discretion reject any such proposed advertising or promotional materials by giving Licensee notice of such rejection (a “Rejection Notice”) within ten (10) business days of Licensor’s receipt of proposed advertising or promotional materials. If Licensor does not provide a Rejection Notice to Licensee within ten (10) business days of Licensor’s receipt of the proposed advertising or promotional materials, such advertising or promotional materials shall be deemed approved by Licensor. A Licensee will, and will cause its Permitted Sublicensees Sublicensee to, make all changes to such materials that Licensor reasonably requests to comply with this Section 1.2 or to preserve the validity of, or Licensor’s rights in, the Licensed MaterialsTrademarks.

Use; Quality Control. (a) Licensee agrees to maintain and preserve, and to require its Permitted Sublicensees to maintain and preserve, preserve the quality of the Licensed Materials Trademarks and to use, and to cause its Permitted Sublicensees SubLicensee to use, the Licensed Materials Trademarks only in good faith and in a dignified manner consistent with such Licensee’s use of the Licensed Trademarks prior to the Effective Date and in accordance with the terms of this Agreement. In addition, Licensee shall ensure that all products and services provided by such Licensee and its Permitted Sublicensees SubLicensee under the Licensed Materials Trademarks will be of sufficiently high quality to protect the Licensed Materials Trademarks and the goodwill symbolized thereby. For purposes of this Agreement, the terms “dignified manner” and “sufficiently high quality” shall be intended to mean the same or better dignity of use and quality expressed by Licensor in its own use of its trademarks and trade names including, but not limited to the Licensed Materials, as determined in the sole reasonable discretion of Licensor. A Licensee shall not, and shall cause its Permitted Sublicensees SubLicensee not to, by any act or omission, omission use or permit use of the Licensed Materials Trademarks in any manner that tarnishes, degrades, disparages or reflects adversely on Licensor, Licensor or its reputation, business or in a manner reputation or that would be detrimental to the Licensed Materials Trademarks or their associated goodwill. (b) The foregoing notwithstanding, Licensee agrees to use, and to cause and require its Permitted Sublicensees Sublicencees to use, the Licensed Materials Trademarks only in accordance with such quality standards as may be reasonably established by Licensor and communicated to such Licensee from time to time orally or in writing, or as may be agreed to by Licensor and such Licensee from time to time orally or in writing. A Licensee shall obtain Licensor’s prior written approval of any material change in the style and manner in which any Licensed Trademark is proposed to be used by such Licensee or its Permitted Sublicensees SubLicensee and shall use, and cause its Permitted Sublicensees SubLicensee to use, the Licensed Materials Trademarks only in a style and manner commensurate with the standards and reputation for quality associated with the Licensed MaterialsTrademarks. Licensee agrees not to, and to cause their Permitted SubLicensee not to, register or attempt to register in any jurisdiction any trademark or service xxxx that is confusingly similar to any of the Licensed Trademarks or which would reasonably be expected to result in dilution of any of the Licensed Trademarks. (c) Licensee shall permit Licensor or its duly authorized representative, upon reasonable notice to Licenseenotice, to inspect and review all business locations and materials of Licensee and its Permitted Sublicensees SubLicensee and any and all uses of the Licensed Materials Trademarks by Licensee and its Permitted Sublicensees SubLicensee for the purposes of (i) assuring that use of the Licensed Materials are Trademarks in a manner consistent with this Agreement and that the products and services associated with the Licensed Materials Trademarks meet Licensor’s quality standards as contemplated hereby. Upon request by Licensor, a Licensee will, and will cause its Permitted Sublicensees SubLicensee to, furnish to Licensor representative samples of all advertising and promotional materials in any media that are to be used in connection with the Licensed Materials, and Licensee must receive prior written approval as to its, or its Permitted Sublicensees’, use of the sameTrademarks. Licensor may in its reasonable discretion reject any such proposed advertising or promotional materials by giving Licensee notice of such rejection (a “Rejection Notice”) within ten (10) business days of Licensor’s receipt of proposed advertising or promotional materials. If Licensor does not provide a Rejection Notice to Licensee within ten (10) business days of Licensor’s receipt of the proposed advertising or promotional materials, such advertising or promotional materials shall be deemed approved by Licensor. A Licensee will, and will cause its Permitted Sublicensees SubLicensee to, make all changes to such materials that Licensor reasonably requests to comply with this Section 1.2 or to preserve the validity of, or Licensor’s rights in, the Licensed MaterialsTrademarks.