THE CLAIM AS PROVIDED ABOVE, (I) THE INDEMNIFIED
PARTY MAY DEFEND AGAINST, AND CONSENT TO THE ENTRY OF ANY JUDGMENT OR ENTER INTO
ANY SETTLEMENT WITH RESPECT TO THE CLAIM IN ANY MANNER THE INDEMNIFIED PARTY MAY
DEEM REASONABLY APPROPRIATE (AND THE INDEMNIFIED PARTY NEED NOT CONSULT WITH, OR
OBTAIN ANY CONSENT FROM, THE INDEMNIFYING PARTY IN CONNECTION THEREWITH) AND
(II) THE INDEMNIFYING PARTY WILL REMAIN RESPONSIBLE TO INDEMNIFY THE INDEMNIFIED
PARTY AS PROVIDED IN THIS SECTION 7.
8.
INSURANCE.
8.1
EACH PARTY AGREES TO PROCURE AND MAINTAIN IN
FULL FORCE AND EFFECT DURING THE TERM OF THIS AGREEMENT AND FOR THREE YEARS
THEREAFTER VALID AND COLLECTIBLE INSURANCE POLICIES IN CONNECTION WITH THE
SUPPLY AND SALE OF PRODUCTS PURSUANT TO THIS AGREEMENT AND PROVIDE; (I) FOR
COMMERCIAL GENERAL LIABILITY COVERAGE IN THE AMOUNT OF $1,000,000 EACH
OCCURRENCE AND $2,000,000 GENERAL AGGREGATE EXCLUDING PRODUCTS AND COMPLETED
OPERATIONS COVERAGE AND WRITTEN ON AN OCCURRENCE BASIS AND, (II) PRODUCTS AND
COMPLETED OPERATIONS COVERAGE IN THE AMOUNT OF $5,000,000 PER OCCURRENCE,
$10,000,000 IN THE AGGREGATE AND WRITTEN ON A CLAIMS MADE BASIS.
SUCH POLICIES
SHALL ENDEAVOR TO PROVIDE FOR THIRTY (30) DAYS WRITTEN NOTICE OF CANCELLATION TO
THE OTHER PARTY.
UPON EITHER PARTY'S REQUEST, THE OTHER PARTY SHALL PROVIDE TO
THE REQUESTING PARTY A CERTIFICATE OF INSURANCE COVERAGE.
9.
TRADEMARKS; USE OF SUPPLIER NAME.
9.1
TRADEMARKS.
FOR PURPOSES OF THIS
SECTION 9.1, "TRADEMARK" SHALL MEAN THE PURCHASER'S TRADEMARKS THAT ARE
ASSOCIATED WITH THE PRODUCTS AND WHICH ARE APPROVED BY PURCHASER FOR USE BY
SUPPLIER IN THE MANUFACTURE OF THE PRODUCTS.
IN CONSIDERATION OF THE FEES SET
FORTH HEREIN, PURCHASER FURTHER GRANTS TO SUPPLIER A NON-EXCLUSIVE LICENSE
DURING THE TERM TO USE THE TRADEMARKS ON AND SOLELY IN CONNECTION WITH THE
MANUFACTURE OF THE PRODUCTS, AND FOR THIS PURPOSE TO AFFIX, SUBJECT TO
PURCHASER'S PRIOR WRITTEN APPROVAL, THE TRADEMARKS TO OR ON THE PRODUCTS AND TO
OR ON ANY PACKAGING MATERIALS USED IN CONNECTION WITH THE PRODUCTS.
ANY AND ALL
USES OF THE TRADEMARKS SHALL BE SUBJECT TO THE PRIOR WRITTEN APPROVAL OF
PURCHASER.
SUPPLIER SHALL NOT REMOVE TRADEMARK NOTICES FROM ANY PRODUCT OR
COMPONENT THEREOF WITHOUT THE PRIOR WRITTEN CONSENT OF PURCHASER.
SUPPLIER
SHALL NOT USE THE NAME, TRADEMARKS OR LOGOS ASSOCIATED WITH THE PRODUCTS IN ITS
BUSINESS NAME OR IN ANY MANNER OTHER THAN AS SPECIFIED IN THIS SECTION.
PURCHASE SHALL HAVE AND RETAIN OWNERSHIP OF ALL TRADEMARKS.
THE PURCHASER
ACKNOWLEDGES THAT SUCH TRADEMARK OWNERSHIP RIGHTS DO NOT EXTEND TO THE
SUPPLIER'S PROPRIETARY FORMULAE, PROCESSES, OR OTHER WRITTEN PROPRIETARY
INFORMATION THAT SUPPLIER HAS TRADEMARK OWNERSHIP OR RIGHTS TO AS OF THE
EFFECTIVE DATE.
9.2
USE OF NAME.
UNLESS LEGALLY REQUIRED BY
APPLICABLE LAW, NEITHER PARTY SHALL USE THE OTHER PARTY'S NAME IN ITS
ADVERTISING OR ELSEWHERE, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY.
12
CONFIDENTIAL
CERTAIN INFORMATION HAS BEEN REDACTED
CONFIDENTIAL TREATMENT REQUESTED
10.
INTELLECTUAL PROPERTY; TOOLING.
10.1
INTELLECTUAL PROPERTY RIGHTS GENERALLY.
EACH
PARTY SHALL RETAIN SOLE OWNERSHIP OF, AND ALL INTELLECTUAL PROPERTY RIGHTS TO,
ANY INTELLECTUAL PROPERTY OF ANY