SUPPLY OBLIGATIONS PURSUANT
TO THE TERMS OF THIS AGREEMENT;
B.
IMMEDIATELY UPON EXPIRATION, PURSUANT TO SECTION 5.02(C), OF HOME
DEPOT'S EXCLUSIVITY AND MINIMUM ANNUAL VOLUME PURCHASE OBLIGATIONS SET FORTH IN
SECTION 5.02(A) AND SECTION 5.02(B), RESPECTIVELY; OR
C.
THE ASSIGNMENT DATE.
3.04
LIMITATIONS ON THIRD PARTY LICENSES.
A.
BEFORE REQUESTING UIC TO GRANT ANY THIRD PARTY LICENSE WITH
RESPECT TO ANY PRODUCT, HOME DEPOT SHALL NOTIFY UIC OF ITS REQUIREMENTS FOR SUCH
PRODUCT, AND THE PARTIES SHALL DISCUSS UIC'S ABILITY TO SUPPLY SUCH PRODUCTS TO
HOME DEPOT ON COMPETITIVE TERMS AT THAT TIME.
NOTWITHSTANDING THE PREVIOUS
SENTENCE, ANY DETERMINATION TO USE UIC TO SOURCE SUCH PRODUCTS SHALL BE AT HOME
DEPOT'S SOLE DISCRETION.
B.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UIC SHALL NOT BE
REQUIRED TO GRANT ANY LICENSE TO THE MARKS TO A THIRD PARTY UNLESS SUCH PERSON
HAS EXECUTED A LICENSE AGREEMENT WITH UIC CONTAINING CUSTOMARY TERMS AND
CONDITIONS AT LEAST AS RESTRICTIVE AS THOSE CONTAINED
[*]
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, IS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
6
HEREIN AND OTHERWISE SATISFACTORY TO UIC ("THIRD PARTY LICENSEE").
UIC SHALL
NOT UNREASONABLY WITHHOLD THE GRANT OF SUCH A LICENSE AND SHALL ACT IN GOOD
FAITH WITH RESPECT TO ALL THIRD PARTY LICENSEES; PROVIDED, HOWEVER, THAT IT
SHALL NOT BE DEEMED UNREASONABLE FOR UIC TO REFUSE TO GRANT ANY LICENSE TO THE
MARKS TO ANY THIRD PARTY THAT UIC HAS A GOOD FAITH REASON TO BELIEVE WOULD NOT
COMPLY WITH SECTION 3.06 AND SECTION 3.07.
ANY THIRD PARTY LICENSEE SHALL AGREE
TO THE APPLICABLE TERMS OF THIS AGREEMENT.
C.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UIC SHALL NOT BE
REQUIRED TO GRANT A LICENSE TO ANY THIRD PARTY IN CONNECTION WITH ANY PRODUCT IN
ANY TERRITORY IN WHICH SUCH PRODUCT IS BEING MANUFACTURED, MARKETED OR SOLD
UNDER A MARK AS OF THE EFFECTIVE DATE, EXCEPT AS MAY BE PROVIDED IN SECTION
6.02.
D.
ALL LICENSES GRANTED TO THIRD PARTIES BY UIC PURSUANT TO SECTIONS
3.01(B)(I) AND (II) ("THIRD PARTY LICENSES") SHALL BE DRAFTED SUCH THAT THEY
AUTOMATICALLY TERMINATE UPON ANY TERMINATION OF THE LICENSE GRANTED BY UIC TO
HOME DEPOT PURSUANT SECTION 3.01(A).
3.05
OWNERSHIP.
HOME DEPOT ACKNOWLEDGES THAT, AS BETWEEN HOME DEPOT AND
UIC, UNTIL THE ASSIGNMENT DATE, UIC IS THE SOLE AND EXCLUSIVE OWNER OF ALL
RIGHT, TITLE AND INTEREST IN AND TO THE MARKS AND HOME DEPOT SHALL REFRAIN FROM
TAKING ANY ACTION INCONSISTENT WITH SUCH OWNERSHIP AND FROM ATTACKING UIC'S
TITLE TO THE MARKS OR THE LIEN CREATED IN THE MARKS BY THE COLLATERAL DOCUMENTS
(AS DEFINED IN THE CREDIT AGREEMENT).
HOME DEPOT AGREES THAT, SUBJECT TO
SECTION 3.12 AND ARTICLE XI, NOTHING IN THIS AGREEMENT SHALL GIVE HOME DEPOT ANY
RIGHT, TITLE OR INTEREST IN THE MARKS OTHER THAN THE RIGHT TO USE SUCH MARKS IN
ACCORDANCE WITH THE LICENSE GRANTED IN SECTION 3.01.
UIC RESERVES ALL RIGHTS TO
THE MARKS