PROVIDED IN SECTION 2(C)(I)
AND THE LICENSED MARKS ON STATIONARY, LITERATURE, PRODUCTS, AND PROMOTIONAL
MATERIALS FOR PRODUCTS SOLD IN THE BUSINESS, ON WEB SITES FOR THE BUSINESS, IN
PRESS RELEASES, IN SEC FILINGS, AND IN ANY OTHER MANNER USEFUL FOR THE OPERATION
OF THE BUSINESS.
(III)
LICENSEE MAY USE THE LICENSED NAME IN ANY USE, STYLIZATION OR
DESIGN; PROVIDED HOWEVER, LICENSOR SHALL OWN ANY SUCH FORMS OF THE LICENSED NAME
DEVELOPED BY LICENSEE, AND SUCH FORMS SHALL BE CONSIDERED TO BE AN ADDITIONAL
FORM OF THE LICENSED NAME SUBJECT TO THE TERMS OF THIS LICENSE AGREEMENT.
(IV)
LICENSEE AND ITS PARENT COMPANY, SUBSIDIARIES, SISTER COMPANIES
AND AFFILIATES MAY USE THE LICENSED NAME AND LICENSED MARKS AS LONG AS EACH
ENTITY COMPLIES WITH ALL THE REQUIREMENTS OF THIS LICENSE AGREEMENT.
(d)
Non-Exclusive License.
If either party registers the Licensed
Name or the Licensed Mark with any governmental entity outside of Europe and the
Territory, then such party will grant the other party a fully-
2
paid, non-exclusive, royalty-free, sublicensable right and license to use the
Licensed Name or Licensed Mark in such country.
3.
TERM.
UNLESS EARLIER TERMINATED PURSUANT TO SECTION 7 BELOW, THE
LICENSE GRANTED IN SECTION 2 TO USE THE LICENSED NAME AND LICENSED MARKS IS
PERPETUAL.
4.
COVENANTS OF LICENSEE.
(A)
LICENSEE SHALL USE THE LICENSED NAME AND LICENSED MARKS IN
COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS AND THE TERMS OF THIS LICENSE
AGREEMENT.
(B)
LICENSEE SHALL TAKE SUCH STEPS, AND EXECUTE SUCH FURTHER
DOCUMENTS, AS REASONABLY REQUESTED BY LICENSOR IN ORDER TO PROTECT LICENSOR'S
INTEREST IN, TITLE TO, OWNERSHIP AND REGISTRATION OF THE LICENSED NAME AND
LICENSED MARKS.
LICENSEE, HOWEVER, IS NOT RESPONSIBLE FOR MAINTAINING ANY
REGISTRATIONS FOR THE LICENSED NAME OR THE LICENSED MARKS.
(C)
LICENSEE AGREES THAT IT WILL NOT, DURING THE TERM OF THIS LICENSE
AGREEMENT, OR AT ANY TIME THEREAFTER:
(I)
USE OR REGISTER ANY TRADEMARK OR TRADE NAME IDENTICAL WITH, OR
WHICH IS LIKELY TO CAUSE CONFUSION WITH, THE LICENSED NAME OR LICENSED MARKS; OR
(II)
CONTEST THE VALIDITY OR ENFORCEABILITY OF THE LICENSED NAME OR
LICENSED MARKS OR ANY REGISTRATION THEREFOR; OR
(III)
CLAIM THAT THE USE OF THE LICENSED NAME AND LICENSED MARKS BY IT
UNDER THIS LICENSE AGREEMENT HAS CREATED ANY RIGHT, TITLE OR INTEREST IN
LICENSEE OTHER THAN THE LICENSE GRANTED HEREIN.
Provided however, that the obligations of this paragraph will not apply if (i)
the Licensed Name or any of the Licensed Marks is/are found to be not
protectible or unenforceable by any court or national trademark office within
the Territory, and (ii) the Licensor does not retain any common law rights to
either the Licensed Name or Licensed Marks within the Territory.
(D)
THE QUALITY OF ANY OF LICENSEE'S GOODS SOLD UNDER THE LICENSED
MARKS OR LICENSED NAME WILL BE THE SAME (OR SUPERIOR TO) THE QUALITY OF THE SAME
GOODS SOLD UNDER THE LICENSED NAME AND LICENSED MARKS IMMEDIATELY PRIOR TO THE
DATE OF THIS LICENSE AGREEMENT.
LICENSEE AGREES TO SEND TO LICENSOR, UPON
LICENSOR'S