FOR A BULK GOODS
TITLE, LICENSEE SHALL PROVIDE NOA WITH (A) ONE (1) SAMPLE OF THE FULLY
ASSEMBLED, SHRINK-WRAPPED LICENSED PRODUCT, AND (B) [***] OF LICENSEE PRODUCED
PRINTED MATERIALS FOR SUCH LICENSED PRODUCT.
6.8
RETENTION OF SAMPLE LICENSED PRODUCTS BY NINTENDO. NINTENDO MAY,
AT ITS OWN EXPENSE, MANUFACTURE REASONABLE QUANTITIES OF THE GAME CARDS OR THE
LICENSED PRODUCTS TO BE USED FOR ARCHIVAL PURPOSES, LEGAL PROCEEDINGS AGAINST
INFRINGERS OF THE INTELLECTUAL PROPERTY RIGHTS OR FOR OTHER LAWFUL PURPOSES
[***].
6.9
RETENTION OF USER INSTRUCTION BOOKLET BY NOA. FOR USE IN TRAINING
CONSUMER SUPPORT PERSONNEL, PRODUCT ORIENTATION AND OTHER CONSUMER SUPPORT
ACTIVITIES, AS WELL AS FOR ARCHIVAL PURPOSES, NOA MAY (A) RETAIN (OR REQUEST
THAT LICENSEE PROVIDE TO NOA) A REASONABLE NUMBER OF COPIES OF THE USER
INSTRUCTION BOOKLET FOR EACH LICENSED PRODUCT, AND (B) MAKE A REASONABLE NUMBER
OF COPIES OF THE USER INSTRUCTION BOOKLET FOR EACH LICENSED PRODUCT.
7.
MARKETING AND ADVERTISING
7.1
APPROVAL OF MARKETING MATERIALS. LICENSEE REPRESENTS AND WARRANTS
THAT THE MARKETING MATERIALS SHALL (A) BE OF HIGH QUALITY AND COMPLY WITH THE
GUIDELINES, (B) COMPLY WITH ALL ESRB ADVERTISING, MARKETING AND MERCHANDISING
GUIDELINES, AND (C) COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN THOSE
JURISDICTIONS IN THE TERRITORY WHERE THEY WILL BE USED OR DISTRIBUTED. ALL
LICENSEE CONTROLLED WEBSITES FEATURING THE GAMES SHALL ADOPT A PRIVACY POLICY
[***] AND THAT COMPLIES WITH THE CHILDREN'S ONLINE PRIVACY PROTECTION ACT. PRIOR
TO ACTUAL USE OR DISTRIBUTION, LICENSEE SHALL SUBMIT TO NOA FOR REVIEW SAMPLES
OF ALL PROPOSED MARKETING MATERIALS. NOA SHALL, WITHIN TEN (10) BUSINESS DAYS OF
RECEIPT, APPROVE OR DISAPPROVE THE QUALITY OF SUCH SAMPLES. IF ANY OF THE
SAMPLES ARE DISAPPROVED, NOA SHALL SPECIFY THE REASONS FOR SUCH DISAPPROVAL AND
STATE WHAT CORRECTIONS AND/OR IMPROVEMENTS ARE NECESSARY. AFTER MAKING THE
NECESSARY CORRECTIONS AND/OR IMPROVEMENTS, LICENSEE SHALL SUBMIT REVISED SAMPLES
FOR APPROVAL BY NOA. NO MARKETING MATERIALS SHALL BE USED OR DISTRIBUTED BY
LICENSEE WITHOUT NOA'S PRIOR WRITTEN APPROVAL. NOA SHALL NOT UNREASONABLY
WITHHOLD OR DELAY ITS APPROVAL OF ANY PROPOSED MARKETING MATERIALS.
7.2
NO BUNDLING. TO PROTECT NINTENDO'S VALUABLE INTELLECTUAL PROPERTY
RIGHTS, TO PREVENT THE DILUTION OF NINTENDO'S TRADEMARKS AND TO PRECLUDE
FREE-RIDING BY NON-LICENSED PRODUCTS ON THE GOODWILL ASSOCIATED WITH NINTENDO'S
TRADEMARKS, LICENSEE SHALL NOT MARKET OR DISTRIBUTE ANY LICENSED PRODUCTS THAT
ARE BUNDLED WITH (A) ANY PERIPHERAL DESIGNED FOR USE WITH THE NINTENDO DS SYSTEM
THAT HAS NOT BEEN LICENSED OR APPROVED IN WRITING BY NOA, OR (B) ANY
[***]
The portions of this document marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
8
OTHER PRODUCT OR SERVICE WHERE NINTENDO'S SPONSORSHIP, ASSOCIATION, APPROVAL OR
ENDORSEMENT MIGHT BE SUGGESTED BY THE BUNDLING OF THE PRODUCTS OR SERVICES.
7.3
WARRANTY AND REPAIR. LICENSEE SHALL PROVIDE THE ORIGINAL CONSUMER
WITH A MINIMUM NINETY (90) DAY LIMITED WARRANTY ON ALL LICENSED PRODUCTS.
LICENSEE SHALL ALSO PROVIDE REASONABLE PRODUCT SERVICE, INCLUDING
OUT-OF-WARRANTY SERVICE, FOR ALL LICENSED PRODUCTS.
7.4
BUSINESS FACILITIES. LICENSEE AGREES TO DEVELOP AND MAINTAIN
(A) SUITABLE