EXCEPT AS EXPRESSLY GRANTED HEREIN TO HOME DEPOT.
3.06
QUALITY CONTROL.
HOME DEPOT AGREES THAT THE NATURE AND QUALITY OF
ALL VIGORO-BRANDED PRODUCTS, AS CURRENTLY SOLD, MANUFACTURED BY A THIRD-PARTY
LICENSEE AND THE NATURE AND QUALITY OF ALL ADVERTISING, MARKETING AND OTHER USES
OF THE MARKS BY HOME DEPOT SHALL BE, AS REASONABLY DETERMINED BY UIC, OF A
NATURE AND QUALITY:
(I) AT LEAST EQUAL TO THE NATURE AND QUALITY OF
VIGORO-BRANDED PRODUCTS (AND RELATED MARKETING AND ADVERTISING) CURRENTLY BEING
SOLD BY UIC; AND (II) CONSISTENT WITH THE REPUTATION OF THE MARKS.
HOME DEPOT
AGREES TO COOPERATE WITH UIC IN FACILITATING UIC'S CONTROL OF THE QUALITY AND
REPUTATION OF THE MARKS BY:
(I) PERMITTING REASONABLE INSPECTION OF ANY HOME
DEPOT FACILITY UPON REASONABLE NOTICE AND DURING NORMAL BUSINESS HOURS; (II) AT
UIC'S REASONABLE REQUEST, SUPPLYING UIC WITH REPRESENTATIVE SAMPLES OF HOME
DEPOT'S USES OF THE MARK; AND (III) REFRAINING FROM ANY USE OF THE MARKS THAT
WOULD HARM THE REPUTATION OF THE MARKS, INCLUDING BY TARNISHMENT OR DILUTION.
IN ORDER TO PROTECT THE VALIDITY OF THE MARKS AND ITS BRAND EQUITY, UIC SHALL
HAVE THE RIGHT TO REASONABLY REJECT ANY USES OF THE MARKS BY HOME DEPOT OR ANY
THIRD PARTY LICENSEE THAT COULD, UNDER STANDARDS AND PRACTICES COMMON IN THE
RETAIL INDUSTRY AND IN THE INDUSTRY IN WHICH THE APPLICABLE GOODS AND SERVICES
ARE PROVIDED, REASONABLY BE EXPECTED TO ADVERSELY AFFECT THE REPUTATION OR
VALIDITY OF THE MARKS, OR THAT VIOLATE ANY USAGE GUIDELINES PROMULGATED BY UIC
PURSUANT TO SECTION 3.07.
3.07
USAGE GUIDELINES.
HOME DEPOT SHALL USE THE MARKS IN A MANNER
CONSISTENT WITH UIC'S USE OF THE MARKS AND WITH GUIDELINES PROMULGATED BY UIC
FROM TIME TO TIME IN THE FUTURE, PROVIDED THAT SUCH GUIDELINES SHALL NOT HAVE A
MATERIAL IMPACT ON HOME DEPOT'S ABILITY TO EXPLOIT
7
THE MARKS AS PROVIDED IN THIS AGREEMENT.
IF SUCH GUIDELINES HAVE NOT BEEN
AGREED UPON IN ADVANCE BY, AND HAVE A MATERIAL FINANCIAL IMPACT ON, HOME DEPOT,
UIC WILL BE RESPONSIBLE FOR ANY REASONABLE AND DIRECT OUT-OF-POCKET EXPENSES
INCURRED BY HOME DEPOT AS A RESULT OF UIC'S IMPLEMENTATION OF SUCH GUIDELINES.
ANY OBJECTION BY UIC TO THE USE OF ANY MARK BY HOME DEPOT OR ANY THIRD PARTY
LICENSEE SHALL BE ACCOMPANIED BY A WRITTEN STATEMENT SETTING FORTH IN REASONABLE
DETAIL THE NATURE OF UIC'S OBJECTIONS AND SUGGESTIONS FOR REMOVING OR REPLACING
THE OBJECTIONABLE ASPECTS.
WHERE PRACTICAL AND APPROPRIATE OR REASONABLY
REQUIRED BY UIC, HOME DEPOT SHALL INCLUDE, OR SHALL REQUIRE TO BE INCLUDED, THE
FOLLOWING ATTRIBUTION ON ALL PRODUCT PACKAGING FOR ALL VIGORO-BRANDED PRODUCTS
MANUFACTURED FOR, OR MARKETED AND SOLD BY, HOME DEPOT PURSUANT TO LICENSES
GRANTED IN CONNECTION WITH SECTION 3.01:
"VIGOROTM/® IS A LICENSED TRADEMARK OF
UNITED INDUSTRIES CORPORATION" OR SUCH OTHER ATTRIBUTION AGREED TO BY THE
PARTIES FROM TIME TO TIME.
3.08
CHANGES TO THE MARKS.
UIC SHALL HAVE THE RIGHT AT ANY TIME TO MAKE
ADDITIONS TO, DELETIONS FROM, AND CHANGES TO ANY OR ALL OF THE MARKS IN ITS SOLE
AND COMPLETE