and other government taxes (such as sales, use, value added, or any similar
taxes); all customs duties, levies, imports, and similar charges; and all
personal property taxes assessable on the ShieldZone Products after delivery to
the carrier at ShieldZone' distribution center.
4.5
Resale Prices. Distributor may set its own resale price for the
ShieldZone Products, except that such prices must be mutually agreed to be
reasonable after consultation with ShieldZone. Notwithstanding the foregoing,
retailers in the Territory shall be required by Distributor to sell the
ShieldZone Products within the range of ShieldZone' suggested retail price
(MSRP) and shall require that retailer not sell the ShieldZone Products below
ShieldZone' minimum retail price (MMRP). (See attached Exhibit A for pricing
details).
4.6
Limitation of Liability and Indemnity Provisions. Notwithstanding any
provision in this Agreement to the contrary, in no event is ShieldZone liable
for indirect, incidental, or consequential damages and in no event may the
liability of ShieldZone arising in connection with any of the ShieldZone
Products sold hereunder (whether this liability arises from a claim based on
contract, warranty, tort, or otherwise) exceed the actual amount paid by
Distributor to ShieldZone for the Products. Distributor shall indemnify
ShieldZone, its directors, officers, agents, employees, and affiliates for any
actions, claims, liability, or losses resulting or arising from Distributor's
use, promotion, marketing, or sale of ShieldZone Products.
4.7
Use of Trademarks. Distributor is granted a limited right, during the
term of this Agreement, to use the trademarks, service marks, corporate names,
trade names, trade dress, and logos (collectively referred to herein as
"Trademarks") owned by ShieldZone in connection with the promotion and sale of
ShieldZone Products. This limited right is expressly limited to uses approved by
ShieldZone and necessary for sale of the ShieldZone Products and to the
performance of Distributor's obligations under this Agreement. Any use by
Distributor of any Trademark used or otherwise owned anywhere in the world by
ShieldZone (collectively referred to herein as the "ShieldZone Trademarks") must
first be approved in writing by ShieldZone. Distributor shall not: (i) use any
ShieldZone Trademark as part of or in combination with any Trademark not owned
by ShieldZone; (ii) use any ShieldZone Trademark on or in connection with
products not purchased from ShieldZone; or (iii) take any action that could
damage, injure,
3
or disparage ShieldZone or the ShieldZone Trademarks. Distributor shall not use
any Trademark other than the ShieldZone Trademarks on or in connection with the
ShieldZone Products.
4.8
Ownership of Trademarks. Distributor acknowledges ShieldZone' exclusive
ownership of, and the renown of, the ShieldZone Trademarks throughout the world
and specifically in the Territory. Distributor acknowledges (i) the value of the
goodwill associated with the ShieldZone Trademarks; and (ii) that the ShieldZone
Trademarks have acquired secondary meaning in the mind of the public.
Distributor shall not take any action inconsistent with ShieldZone' exclusive
ownership of the ShieldZone Trademarks. Distributor has not acquired and shall
not acquire, whether by operation of law, or otherwise, any right, title, or
interest in or to