ECSTASY BRAND LIQUEUR (TM) LICENSE AGREEMENT
ECSTASY
BRAND LIQUEUR (TM) LICENSE AGREEMENT
This
ECSTASY (TM) License Agreement (the "Agreement") is entered into as of Sept. 16,
2008 (the "Effective Date"), by and between Encore Brands LLC ("Encore"), a
California corporation with its principal office located at 0000 00xx Xxxxxx,
Xxxxx Xxxxxx, XX 00000, Telephone: 310 -395-7686, ("Licensor"), on the one hand, and Encore
Brands Inc,
a Nevada corporation, with its principal office located at 000 Xxxx Xxxx Xxxxxx,
Xxxxxx Xxxx, XX 00000, who shall hereinafter be
referred to as "Licensee").
WHEREAS,
Licensor has entered into a license agreement with Encore Brands Inc, a Nevada
Corporation with its principal office located at 000 Xxxx Xxxx Xxxxxx,
Xxxxxx Xxxx, XX 00000, ("Encore Inc"), (such agreement hereinafter
referred to as the "Ecstasy Brand Liqueur License Agreement") pursuant to which
Encore Inc has the limited exclusive right to sell, distribute and market
Ecstasy Brand Liqueur (as defined in Section 1 below) in the United States Of
America and Canada (as defined in Section 1 below) in order to create sales and
brand recognition of the entire line of Ecstasy products (as defined in Section
1 below);
WHEREAS,
Encore Brands LLC at this time desires to have Licensee perform such sales and
such distribution; and
WHEREAS,
Licensor agrees to license to Licensee and Licensee agrees to receive a license
to perform such sales and distribution and marketing pursuant to the terms and
conditions of this Agreement;
NOW,
THEREFORE, in consideration of the foregoing, and in reliance on the mutual
agreements contained herein, the parties hereby agree as follows:
1. DEFINITIONS.
All definitions herein or elsewhere in this Agreement shall apply both to the
singular and plural forms, as the context may require.
1.1 "Ecstasy"
means Ecstasy Brand Liqueur in all its forms and uses.
1.2 "Product"
means actual filled bottles and packaging
1.3 "Distributor"
means any company licensed to sell spirits within any individual state in the
US.
1.4 "Trademark"
means logo, name, package, trade dress or portion thereof the Ecstasy
Brand
1.5 "Encore
Product(s)" means any product produced by Encore Brands LLC, including but not
limited to spirits, including clothing, advertising, marketing materials and
work product created in the business of creating Ecstasy Brand
Liqueur
1.6 "Ecstasy
TM Branding Features" means Licensor's proprietary trade names, trade dress,
service marks, trademarks, logos, and indicia of origin and other distinctive
branding features specified in Exhibit A hereto.
1.7 "Ecstasy
TM Products" means formula, spirits, clothing, advertising, marketing materials
and any electronic work product created or developed, owned, licensed, otherwise
controlled, and/or distributed by Licensor, as more
1.8 "Proprietary
Rights" means any and all rights, whether registered or unregistered, in, and
with respect to, patents, copyrights, confidential information, know-how, trade
secrets, moral rights, contract or licensing rights, confidential and
proprietary information protected under contract or otherwise under law,
trademarks, trade names, trade dress, logos, service marks, rights in and to
animated characters and domain names, and all other intellectual or industrial
property throughout the world.
1.9 "Reseller"
means a person or entity that distributes Ecstasy Products directly or through
other Resellers, Brokers to End-Users, Ecstasy Products directly or through
other Resellers to Distributors, or Wholesalers directly or through other
Resellers to End-Users.
2. LICENSE.
2.1 GRANT.
Subject to the restrictions set forth in Section 2.2, 4 and 5 below and the
other terms and conditions of this Agreement, Licensor hereby grants to Licensee
an exclusive, nontransferable, nonsublicensable (except as expressly provided
herein), limited right and license only in the United States and Canada solely
(a) only to the extent and as expressly and specifically authorized and
requested by Encore Brands Inc, use the Ecstasy Brand Liqueur Product provided
by Licensor solely to sell, distribute and market the product and (b) to
publicly display Ecstasy TM Branding Features pursuant to Licensor's Trademark
Guidelines attached hereto as Exhibit A solely in the US and Canada,
individually and collectively, the "License"). The foregoing license does not
include the right for Licensee to have its rights exercised by a third party for
its benefit and account or on any other basis.
2.2 RESTRICTIONS.
Licensee will not: (a) copy, reproduce, distribute or otherwise make available
the Ecstasy Brand Liqueur Product or any portion or element thereof except as
and to the extent expressly authorized herein and by Licensor; (b) translate,
adapt, enhance, create derivative works of or otherwise modify the Ecstasy Brand
Liqueur Product or any Ecstasy Brand Liqueur Product, except as expressly set
forth in Section 2.1 above, (c) decompile, disassemble or reverse engineer
(except as and to the extent permitted by applicable local law), or extract new
products from or using any portion of the original.
3. LICENSEE
DUTIES.
3.1 COMPATIBILITY.
Prior to distributing the Ecstasy Brand Liqueur Products, Licensee shall provide
Licensor and its licensors and suppliers a reasonable opportunity to test and
ensure the compatibility and interoperability of the Encore Brands Inc business
with Encore Brands LLC and its suppliers.
3.2 ABILITY
TO CHANGE PRICING WITHOUT CONSENT OF LICENSOR
Encore
Inc has the ability to change FOB pricing by state and distributor at
will.
3.3 NO
WARRANTIES. Licensee shall not make any representation or warranty binding on or
purporting to bind Licensor, including but not limited to in connection with the
performance, condition, title, non-infringement, merchantability, fitness for a
particular purpose, of a Ecstasy Brand Liqueur Products, and Licensee shall
disclaim all warranties implied by law and other warranties to the maximum
extent permitted by applicable law.
3.4 EXPORT
COMPLIANCE. Licensee shall comply strictly with all United
States import and export regulations (and any similar regulations in foreign
countries) and shall obtain all required licenses, approvals and/or other
clearances to export, re-export or import, as applicable, the Ecstasy Brand
Liqueur Product, and any associated items, including, packaging, clothing and
any other products containing the Ecstasy trademark.
AGREEMENTS OR
OTHER THIRD PARTY AGREEMENTS.
4. LICENSEE
ACKNOWLEDGEMENT. Although Ecstasy Brand Liqueur Product is trademarked, Licensee
acknowledges and agrees that the Ecstasy Brand and the Ecstasy Brand Liqueur
Product embody valuable trade secrets proprietary to Licensor. Except for the
rights and licenses expressly granted to Licensee in this Agreement, and subject
to Section 3, Licensee acknowledges and agrees that Licensor reserves and
retains all right, title and interest (including, without limitation, all
Proprietary Rights) in and Ecstasy Brand, the Ecstasy Brand Liqueur Product and
Trademark and the Licensor Confidential Information. Subject to the license
granted in Section 2.1(b), Licensee hereby acknowledges and agrees that Licensee
has no right, title or interest in or to the Ecstasy
Branding Features, and all benefits from the use of the Ecstasy Branding
Features shall automatically vest in Licensor. Licensee shall not (i) apply for
registration of the Ecstasy Brand Liqueur Branding Features (or any marks or
features confusingly similar thereto) anywhere in the world, (ii) alter, modify
or change the Ecstasy Brand Liqueur Branding Features in any manner, (iii) use
any of the Ecstasy Brand Liqueur Branding Features, except as expressly
authorized herein or by prior written approval of the Licensor, or (iv) take any
action inconsistent with Licensee's ownership of the Ecstasy Brand Liqueur
Branding Features. Nothing contained in this Agreement will be construed as
conferring upon Licensee or any third party (by implication, operation of law,
estoppel or otherwise) any license or right not expressly granted by Licensor in
this Agreement.
5. CONFIDENTIALITY.
5.1 CONFIDENTIAL
INFORMATION. Each party acknowledges that, in the course of exercising its
rights or performing its obligations under this Agreement, it may obtain
confidential information relating to the other party, its licensors or
licensees, contractors, agents, customers and/or end users ("Confidential
Information"). Such Confidential Information shall include, Proprietary Rights,
techniques, processes, programs, ideas, formulas, schematics, testing
procedures, electronic data, design and functional specifications, product
requirements, problem reports and performance information, software documents
and other technical, business, product, marketing and financial information,
plans and data; (b) any information designated by either party as confidential
in writing or, if disclosed orally, reduced to writing and designated as
confidential within thirty (30) days; and (c) any nonpublic information
regarding Licensor, any sublicensees, Ecstasy Brand Liqueur Products, including
but not limited to, technical data, product design and development, sales
information, quantity and kind of Alcoholic nonalcoholic Products and/or
Products sold, prices and methods of pricing, marketing techniques and plans,
product returns, unannounced products, product and process information and any
other information which if disclosed might be competitively detrimental to
Licensor. Neither party may use the Confidential Information of the other except
for the purposes of this Agreement and shall protect such Confidential
Information from disclosure to others, using the same degree of care used to
protect its own proprietary information of like importance, but in no event less
than a reasonable degree of care. The parties may disclose Confidential
Information received hereunder only as reasonably required to perform its
obligations or exercise its rights under this Agreement and only to third
parties, its employees, and its agents who have a need to know for such purposes
and who are under a duty of confidentiality consistent with this Section
5.
5.2 LIMITATIONS.
The restrictions of this Agreement on use and disclosure of Confidential
Information shall not apply to information that: (a) was in the possession or
control of the receiving party at the time of its disclosure by the disclosing
party; (b) is or becomes publicly known through no wrongful act; (c) is received
from a third party free to disclose it without any confidentiality obligation;
or (d) is independently developed without access to Confidential
Information.
5.3 DISCLOSURES
REQUIRED BY LAW. In the event a party is required by law, regulation or court
order to disclose Confidential Information, it will promptly notify the other
party in writing prior to making any such disclosure in order to facilitate the
other party's ability to seek a protective order or other appropriate remedy
from the appropriate body. Each party further agrees that if it is not
successful in precluding the requesting legal body from requiring the disclosure
of the Confidential Information, it will furnish only that portion of the
Confidential Information which is legally required and will exercise all
reasonable efforts to obtain reliable assurances that confidential treatment
will be accorded the Confidential Information. Any Confidential Information
released under this Section 5 shall remain Confidential Information or all other
purposes.
5.4 REMEDIES.
The parties hereby agree that any breach of any provision of this Agreement
regarding confidentiality or protection of Proprietary Rights would constitute
irreparable harm, and that the aggrieved party shall be entitled to specific
performance and/or injunctive relief in addition to other remedies at law or in
equity. This Section 5.4 shall not be construed to preclude either party from
seeking equitable relief under any other section of this Agreement.
6. TERM
AND TERMINATION.
6.1 TERM.
Term shall be 36 months, unless earlier terminated in accordance with Section
6.2 below, this Agreement shall commence as of the Effective Date and shall
continue in effect until (a) termination of this Agreement by either party upon
thirty (30) days written notice or (b) the termination of the Ecstasy License
Agreement in accordance with its terms, whichever is earlier.
6.2 TERMINATION.
Either party may terminate this Agreement immediately if the other party
defaults in the performance of any material provision of this Agreement and
fails to cure such default within fifteen (15) days of receiving written notice
of such default from the non-defaulting party. Upon the expiration or earlier
termination of this Agreement, all rights and licenses granted to Licensee
hereunder, including but not limited to any sublicenses granted at any tier
below Licensee, will terminate. Upon the expiration or termination hereof,
Licensee shall cease distributing Composite Products; provided that, except
where Licensor terminated this Agreement pursuant to default under this Section
6.2, Licensee shall have the right to distribute Composite Products existing as
of the date of termination and in its possession or control for a period of one
hundred and twenty (120) days after termination. The rights and obligations of
the parties under Sections 1, 3, 4, 6, 7, and 9 will survive any expiration or
termination of this Agreement. Any termination of this Agreement by either party
shall not limit any right or remedies available at law or equity to the
terminating party nor impair any rights nor discharge any obligations which have
accrued to the terminating party as of the effective date of such termination.
Except where otherwise specified, the rights and remedies granted to a party
under this Agreement are cumulative and in addition to, and not in lieu of, any
other rights or remedies which the party may possess at law or in
equity.
7. COMPENSATION
7.1
Encore Inc will issue to Encore Brands LLC 1,500,000 shares of common stock as
full and adequate compensation for the exclusive rights to sell and distribute
Ecstasy Brand Liqueur and all other inclusive rights of this agreement in the
United States and Canada. After conveying the agreed amount of shares to the LLC
this agreement shall be deemed fully executed and enforcable with all the rights
and privileges included in this document.
8. DISCLAIMER;
LIMITATION OF LIABILITY; INDEMNIFICATION.
8.1 NO
WARRANTY. LICENSOR MAKES NO WARRANTY TO LICENSEE OF ANY KIND WITH REGARD THE
ECSTASY BRAND PRODUCTS, ECSTASY BRAND LIQUEUR, OR ANY CONFIDENTIAL INFORMATION.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, LICENSOR, FOR ITSELF AND ON BEHALF OF ENCORE AND
LICENSOR'S LICENSORS ANY SUPPLIERS, EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS,
STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
PERFORMANCE, CONDITION, XXXXXX, NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY, DATA ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER
ARISING OUT OF LAW, CUSTOM, CONDUCT, OR OTHERWISE.
8.2 LIMITATION
OF LIABILITY. EXCEPT FOR A BREACH OF THE LICENSE (INCLUDING BUT NOT LIMITED TO
ANY APPLICABLE RESTRICTIONS TO THE SAME) IN SECTION 2 BY LICENSEE, BREACH OF
SECTION 5 BY EITHER PARTY, AND THE PARTIES' INDEMNIFICATION OBLIGATIONS IN
SECTION 8.3, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE
LAW, IN NO EVENT SHALL EITHER PARTY AND LICENSOR'S LICENSORS AND SUPPLIERS HAVE
ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY, STRICT
LIABILITY OR UNDER ANY OTHER LEGAL THEORY) TO THE OTHER PARTY, OR TO ANY
OTHER
ENTITY OR PERSON, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF
PERFORMANCE, LOST PROSPECTIVE ECONOMIC ADVANTAGE, LOST REVENUE OR PROFITS, OR
LOSS OF DATA), IRRESPECTIVE OF WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, EVEN
IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF THE
LICENSE (INCLUDING BUT NOT LIMITED TO ANY APPLICABLE RESTRICTIONS TO THE SAME)
IN SECTION 2 BY LICENSEE, BREACH OF SECTION 5 BY EITHER PARTY, AND THE PARTIES'
INDEMNIFICATION OBLIGATIONS IN SECTION 8.3, EITHER PARTY'S MAXIMUM AGGREGATE
LIABILITY OF ANY KIND ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO FIFTY
DOLLARS (US$50); PROVIDED, HOWEVER, THAT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL (A) LICENSEE OR ANY OTHER ENTITY OR PERSON
HAVE ANY CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST SUBLICENSOR'S LICENSORS
OR SUPPLIERS IN CONNECTION WITH THIS AGREEMENT, AND (B) SUBLICENSOR'S LICENSORS
AND SUPPLIERS HAVE ANY LIABILITY (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER)
WHATSOEVER TO LICENSEE OR ANY OTHER ENTITY OR PERSON IN CONNECTION WITH THIS
AGREEMENT.
8.3 INDEMNIFICATION.
Licensor shall defend at its sole cost any claim or proceeding brought by a
third party against Licensee, its officers, directors, agents, and employees
("Licensee Indemnified Parties"), shall have the right at its option and sole
cost to settle such claim or action, and shall pay any final award of damages
issued against the Licensee Indemnified Parties by a court of competent
jurisdiction to the extent that such claim or proceeding is based on a claim
that Licensee's authorized use or distribution of the Ecstasy Brand Product
infringes or misappropriates a third party Proprietary Right (a "Claim"),
provided that: (1) upon becoming aware of such Claim, the Licensee Indemnified
Parties promptly notify Licensor in writing of the Claim; (2) Licensor shall
have exclusive control of the settlement (except solely to the extent provided
below) and/or defense of any action to which the Claim relates; and (3) the
Licensee Indemnified Parties cooperate with Licensor in every reasonable way to
facilitate such defense or settlement. Licensor shall not settle any claim
without the Licensee Indemnified Parties' prior written consent (which shall not
be unreasonably withheld, conditioned or delayed). Licensor's obligations under
this Section 8.3 shall not apply to the extent any Claim arises from (1) any
modifications made by the Licensee Indemnified Parties to the Ecstasy Brand
Liqueur Product as and in the form delivered by Licensor to Licensee under this
Agreement, (2) the Licensee Indemnified Parties' failure to use the Ecstasy
Brand Liqueur Product in accordance with the provisions of this Agreement, or
(3) the combination or use by the Licensee Indemnified Parties of the Ecstasy
Brand Liqueur Product, or any portion thereof, with materials not provided by
Licensor. Licensor shall have no liability for any use of the Ecstasy Product
other than as expressly set forth in this Agreement and the foregoing states
Licensor's sole indemnification obligations and entire liability to the Licensee
Indemnified Parties with respect thereto. If the Ecstasy Brand Liqueur Product
becomes subject to a Claim or in the event that Licensor wishes to minimize its
potential liability hereunder, then Licensor may, at Licensor's option and at no
expense to Licensee, (1) obtain for Licensee the right to continue to exercise
the license granted; (2) substitute functionally equivalent non-infringing
Ecstasy Brand Liqueur Products; or (3) modify the Ecstasy Brand Liqueur Product
to make it non-infringing but still functionally equivalent. Licensee shall
defend at its sole cost any claim or proceeding brought by a third party against
Licensor, its officers, directors, agents and employees ("Licensor Indemnified
Parties"), shall have the right at its option and sole cost to settle such claim
or action, and shall pay any final award of damages issued against the Licensor
Indemnified Parties by a court of competent jurisdiction, to the extent that
such claim or proceeding arises out of the Composite Product (except to the
extent the claim or proceeding (1) both a) arises out of the Ecstasy Brand
Liqueur Product as and in the form delivered and b) does not arise not out of
(i) any modifications made by the Licensee Indemnified Parties to the Ecstasy
Brand Liqueur Product as and in the form delivered by Licensor to Licensee under
this Agreement, (ii) the Licensee Indemnified Parties' failure to use the
Ecstasy Brand Liqueur Product in accordance with the provisions of this
Agreement, or (iii) the combination or use by the Licensee Indemnified Parties
of the Ecstasy Brand Liqueur Product, or any portion thereof, not provided by
Licensor, and (2) arises out of a Ecstasy Brand Liqueur Product as and in the
form delivered by Encore Brands LLC to Licensee) (each, a "Licensor Claim"),
provided that: (1) upon becoming aware of such Licensor Claim, the Licensor
Indemnified Parties promptly notify Licensee in writing of the Licensor Claim;
(2) Licensee shall have exclusive control of the settlement (except solely to
the extent provided below) and/or defense of any action to which the Licensor
Claim relates; and (3) the Licensor Indemnified Parties cooperates with Licensee
in every reasonable way to facilitate such defense or settlement. Licensee shall
not settle any claim without the Licensor Indemnified Parties' prior written
consent (which shall not be unreasonable withheld, conditioned or delayed).
Notwithstanding any of the foregoing, the Licensor Indemnified Parties shall
have the right, in their absolute discretion and at their sole cost, to employ
attorneys of their own choice and to institute or defend any such Licensor
Claim.
9. GENERAL
PROVISIONS. This Agreement represents the entire agreement between Licensor and
Licensee and supersedes all prior agreements and understandings, whether written
or oral, with respect to all matters covered in this Agreement. This Agreement
will not be altered, modified, or amended in any respect except by a writing
signed by each party. This Agreement is to be construed in accordance with and
governed by the internal laws of the State of California (as permitted by
Section 1646.5 of the California Civil Code or any similar successor provision)
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of
California to the rights and duties of the parties. Except as otherwise set
forth in Section 5.4, any dispute regarding this Agreement shall be subject to
the exclusive jurisdiction of the courts for the State of California in and for
Los Angeles County, California, U.S.A. and the parties agree to submit to the
personal and exclusive jurisdiction and venue of these courts. Nothing in this
Agreement is intended or will be construed to give any person (other than
Licensor and Licensee) any legal or equitable right, remedy or claim under this
Agreement or any provision hereof. Neither party may assign this Agreement or
any of its rights or obligations hereunder, whether voluntarily, by operation of
law or otherwise without the consent of the other party; provided, however, that
either party may assign this Agreement pursuant to a transfer of all or
substantially all of such party's business and assets, whether by merger, sale
of assets, sale of stock, or otherwise. Any attempted assignment or delegation
in contravention of this shall be void and ineffective. Failure by either party
to enforce at any time or for any period of time the provisions of this
Agreement will not be construed as a waiver of such provisions, and will in no
way affect such party's right to later enforce such provisions. If any part of
this Agreement is determined by any court of competent jurisdiction to be
unenforceable for any reason, such unenforceability will not affect the balance
of this Agreement, and the unenforceable provision will be changed and
interpreted so as to best accomplish the objectives of such provision within the
limits of applicable law. This Agreement may be executed, by manual or facsimile
signature, in multiple counterparts, which taken together shall constitute one
Agreement and each of which shall be considered an original for all
purposes.
IN
WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives.
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Encore
Brands LLC
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By:
/s/ Xxxxx
Xxxxxxx
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By:
/s/ Xxx
Xxxx
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Name:
Xxxxx Xxxxxxx
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Name:
Xxx Xxxx
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Title:
COO
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Title:
CEO
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Date:
04/02/09
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Date:
04/02/09
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EXHIBIT
A
ECSTSAY
BRAND LIQUEUR FEATURES; TRADEMARK GUIDELINES
BRANDING
FEATURES
TRADEMARK
NOTICES
The
Branding Features are trademarks and service marks of Encore Brands LLC.
The
Branding Features shall be accompanied by the superscript "TM" or "(R)" symbol,
as specified by Encore Brands LLC, which must appear to the immediate right of
the Branding Features. The footnote "Ecstasy is the trademark of Encore Brands
LLC." or "Ecstasy Brand Liqueur is the trademark of Encore Brands LLC.", as
applicable, shall accompany each use of the Branding Features (or, if a Branding
Feature is used multiple times in a document, screen or packaging, such notice
shall accompany the first prominent use in such document, screen or
packaging).
USING
THE BRANDING FEATURES
Licensee
may only use the Branding Features as an indication that the Ecstasy Brand
Liqueur Product is being offered to end users via distribution pursuant to the
Agreement. Licensee may not use the Branding Features in such a way as to
suggest that the Branding Features may also apply to any product other than the
Encore Brands LLC product. When referring to Ecstasy Brand Liqueur, Licensee
shall use the name Ecstasy". When referring to the Encore Brands LLC Product,
Licensee shall use the trademark "Ecstasy".
SIZING
AND PLACEMENT REQUIREMENTS
The
digitized, machine-readable file for the artwork of the Branding Features
appears above in this Exhibit A. Licensee shall not alter this file or the
Branding Features in any way, including, without limitation, changing the color
of any of the logos or artwork, separating any words in the Branding Features
from the remainder of the Branding Features or replacing words with any other
words.
Licensee
shall not combine the Branding Features with any other feature, including,
without limitation, other marks, words, graphics, photos, slogans, numbers,
design features or symbols.
The
Branding Features shall not be larger or more prominent than the trademark, logo
or any Licensee trade name that appears on the same packaging, documentation,
advertising or other materials. The Branding Features shall not be smaller or
less prominent than any name, trademark or logo of any third party that appears
on the same packaging, documentation, advertising or other
materials.
