REQUIREMENTS
NOT PROVIDED FOR UNDER THIS AGREEMENT TO MAINTAIN CONTROL OVER THE LICENSED
SERVICES TO ENSURE THAT THE REQUISITE QUALITY STANDARD IS BEING MAINTAINED IN
CONNECTION WITH THE OFFERING OF THE LICENSED SERVICES FOR WHICH THE TRADEMARKS
ARE USED.
4.6
IN THE EVENT SUBLICENSOR DETERMINES THAT ANY
LICENSED SERVICES, FACILITIES OR THE ADVERTISING MATERIALS OR BUSINESS MATERIALS
CREATED BY SUBLICENSEE DO NOT COMPLY WITH THE SPECIFIED QUALITY STANDARDS,
SUBLICENSOR OR THE REVIEWING PARTY SHALL ADVISE SUBLICENSEE OF ALL MATTERS
REQUIRING CHANGE OR IMPROVEMENT AND SUBLICENSEE SHALL COMPLY IN ALL RESPECTS
WITH SUBLICENSOR'S OR THE REVIEWING PARTY'S DIRECTIONS.
SUBLICENSEE SHALL BE
RESPONSIBLE FOR THE COSTS OF DEVELOPING AND MAKING REPRESENTATIVE SAMPLES OF
THOSE BUSINESS MATERIALS AND ADVERTISING MATERIALS WHICH ARE SUBMITTED TO
SUBLICENSOR OR THE REVIEWING PARTY PURSUANT TO PARAGRAPH 4.4 HEREIN.
4.7
THE REVIEWING PARTY SHALL PROVIDE A REPORT
TO SUBLICENSEE, AND A COPY TO SUBLICENSOR OF THE SAME, WITHIN A REASONABLE
PERIOD OF TIME AFTER THE REVIEWING PARTY'S INSPECTION OF A FACILITIES OR
EXAMINATION OF SUBLICENSEE'S ADVERTISING MATERIALS AND/OR BUSINESS MATERIALS
WHICH SHALL SET FORTH WHETHER THE FACILITIES, ADVERTISING MATERIALS AND/OR
BUSINESS MATERIALS WERE IN COMPLIANCE WITH THE SPECIFIED QUALITY STANDARDS.
8
Article V -
Property of Licensor
5.1
SUBLICENSEE RECOGNIZES THE GREAT VALUE OF
THE GOODWILL ASSOCIATED WITH THE TRADEMARKS AND THE IDENTIFICATION OF THE
LICENSED SERVICES WITH THE TRADEMARKS, AND ACKNOWLEDGES THAT THE TRADEMARKS AND
ALL RIGHTS THEREIN AND GOODWILL PERTAINING THERETO, ARE THE EXCLUSIVE PROPERTY
OF AND SOLELY OWNED BY LICENSOR, OR ITS SUCCESSOR IN INTEREST.
SUBLICENSEE WILL
AT ALL TIMES HOLD OUT AND REPRESENT LICENSOR, OR ITS SUCCESSOR IN INTEREST, TO
BE THE OWNER OF THE TRADEMARKS.
5.2
ALL USE BY SUBLICENSEE OF THE TRADEMARKS
SHALL BE DEEMED TO INURE TO THE BENEFIT OF LICENSOR.
TO THE EXTENT ANY RIGHTS
IN AND TO THE TRADEMARKS ARE DEEMED TO ACCRUE TO SUBLICENSEE, SUBLICENSEE HEREBY
ASSIGNS ANY AND ALL SUCH RIGHTS, AT SUCH TIME AS THEY MAY BE DEEMED TO ACCRUE,
INCLUDING THE RELATED GOODWILL, TO LICENSOR.
5.3
SUBLICENSEE AGREES THAT IT SHALL CAUSE
APPROPRIATE INDICIA OF OWNERSHIP OF THE TRADEMARKS (AS REQUIRED BY LICENSOR OR
AS REQUIRED BY LAW) TO APPEAR ON OR WITHIN ALL ADVERTISING MATERIALS AND
BUSINESS MATERIALS.
5.4
SUBLICENSEE AGREES TO USE THE TRADEMARKS
ONLY IN CONNECTION WITH THE LICENSED SERVICES, FACILITIES, BUSINESS MATERIALS
AND ADVERTISING MATERIALS AND OTHERWISE AS SPECIFICALLY PERMITTED HEREIN AND
WILL NOT USE THE TRADEMARKS FOR ANY OTHER PURPOSE OR FOR THE BENEFIT OF ANY
OTHER PARTY.
5.5
SUBLICENSEE AGREES THAT IT SHALL UNDERTAKE
TO COORDINATE WITH LICENSOR TO REGISTER THE TRADEMARKS IN THOSE COUNTRIES
MUTUALLY AGREED UPON BY SUBLICENSOR AND SUBLICENSEE, WHERE THEY ARE NOT
CURRENTLY SUBJECT OF APPLICATION OR REGISTRATION, AS SHALL BE REASONABLY
NECESSARY OR APPROPRIATE.
THE EXPENSE OF APPLYING AND REGISTERING THE
TRADEMARKS IN SUCH COUNTRIES SHALL BE BORNE BY THE LICENSOR.
9
Article VI -
Trademark Protection
6.1
SUBLICENSEE AGREES TO ASSIST SUBLICENSOR,
AND AS MAY BE APPROPRIATE OR NECESSARY, LICENSOR, TO THE EXTENT REASONABLY
REQUIRED OR REQUESTED BY SUBLICENSOR, TO PRESERVE,