OF ANY OF THE HEELING TRADEMARKS, ASSUMING PRIOR WRITTEN PERMISSION
PROVIDED BY HEELING, SHALL INURE TO THE BENEFIT OF HEELING, AND THAT ANY USE OF
THE HEELING TRADEMARKS BY ELAN-POLO THAT PROVIDES ANY TRADEMARK RIGHTS OR OTHER
RIGHTS TO ELAN-POLO ARE HEREBY ASSIGNED TO HEELING;
5.5
ELAN-POLO AGREES TO DISCONTINUE ALL USE OF THE HEELING TRADEMARKS
AND OTHER INTELLECTUAL PROPERTY ASSIGNED TO HEELING, AFTER THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT;
5.6
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ELAN-POLO SHALL NOT
MAKE, USE OR SELL THE LICENSED PRODUCTS AFTER THE EXPIRATION OR TERMINATION OF
THIS TECHNOLOGY AGREEMENT; AND
5.7
ELAN-POLO SHALL NOT DISCLOSE ANY CONFIDENTIAL INFORMATION OR TRADE
SECRETS OF HEELING, AND SHALL NOT USE ANY CONFIDENTIAL INFORMATION OR TRADE
SECRETS OF HEELING FOR ANY PURPOSE INCONSISTENT WITH COMPLIANCE WITH THIS
TECHNOLOGY AGREEMENT.
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6
INDEMNIFICATION AND INSURANCE
6.1
INDEMNIFY, DEFEND AND HOLD HARMLESS, AND INSURANCE OBLIGATIONS.
ELAN-POLO, INCLUDING ITS AFFILIATES, OFFICERS AND AGENTS, AGREES TO DEFEND,
INDEMNIFY, AND HOLD HARMLESS HEELING, ITS OFFICERS, MANAGERS, DIRECTORS, AGENTS,
ATTORNEYS, EMPLOYEES AND CUSTOMERS, AGAINST ALL COSTS, EXPENSES, AND LOSSES
(INCLUDING ATTORNEY FEES AND COSTS) ARISING, IN WHOLE OR IN PART, FROM ANY CLAIM
RELATED TO THE MANUFACTURE, USE, SALE, IMPORTATION OR DISTRIBUTION OF THE
LICENSED PRODUCTS, OR OTHER WHEELED FOOTWEAR, FOOTWEAR OR ANY OTHER PRODUCTS
MADE OR SOLD UNDER THE DIRECTION OF ELAN-POLO.
THE PARTIES ACKNOWLEDGE AND
AGREE THAT ALL PROVISIONS OUTLINING ELAN-POLO'S OBLIGATIONS TO INDEMNIFY, DEFEND
AND HOLD HARMLESS HEELING IN THE SETTLEMENT AGREEMENT ARE STILL IN FULL FORCE
AND EFFECT UNDER THIS TECHNOLOGY AGREEMENT, AS WELL AS ELAN-POLO'S INSURANCE
OBLIGATIONS OUTLINED IN THE SETTLEMENT AGREEMENT, AND ALL SUCH OBLIGATIONS SHALL
APPLY TO THE MANUFACTURE AND SALES OF THE LICENSED PRODUCTS AND ALL WHEELED
FOOTWEAR WITH THE ALTERNATIVE EMBODIMENTS, OR OTHERWISE ALLOWED BY HEELING TO BE
MADE AND/OR SOLD BY ELAN-POLO.
7
DEFAULT AND CURE
7.1
DEFAULT AND CURE.
UPON ANY ALLEGED MATERIAL DEFAULT, THE
NON-BREACHING PARTY SHALL COMMUNICATE SUCH ALLEGED DEFAULT BY WRITTEN NOTICE TO
THE OTHER PARTY SPECIFYING THE OCCURRENCE.
THE ALLEGED BREACHING PARTY SHALL
HAVE THIRTY (30) DAYS AFTER RECEIPT OF SUCH WRITTEN NOTICE TO REMEDY SUCH
DEFAULT UNDER THIS AGREEMENT.
IF THE ALLEGED BREACHING PARTY FAILS TO TIMELY
REMEDY SUCH DEFAULT, THIS AGREEMENT SHALL BE TERMINATED PURSUANT TO THE TERMS OF
THIS TECHNOLOGY AGREEMENT.
8
TERM AND TERMINATION
8.1
TERM.
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND
SHALL REMAIN IN FORCE UNTIL MARCH 10, 2011 ("INITIAL TERM"), UNLESS EARLIER
TERMINATED AS PERMITTED HEREIN.
UPON
14
THE EXPIRATION OF THE INITIAL TERM, THE
TECHNOLOGY AGREEMENT SHALL BE
AUTOMATICALLY RENEWED ON AN ANNUAL BASIS FOR EACH YEAR THEREAFTER UNLESS EITHER
PARTY PROVIDES THE OTHER WRITTEN NOTICE, AT THE ADDRESS WRITTEN ABOVE OR THROUGH
ELECTRONIC MEANS WITH VERIFIED DELIVERY, OF NON-RENEWAL AT LEAST NINETY (90)
DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR ANY SUBSEQUENT ANNUAL
RENEWAL TERM.
8.2
TERMINATION FOR CAUSE.
THIS TECHNOLOGY AGREEMENT MAY BE
TERMINATED BY EITHER PARTY FOR A MATERIAL BREACH BY THE OTHER OF THIS TECHNOLOGY
AGREEMENT ACCORDING TO