that the Company reasonably believes to
be necessary and/or desirable for the successful registration and protection of
such trademark or trademarks during the term of this Agreement.
Such trademark
or trademarks shall be registered in the name of the Company.
Mr. Wenner agrees
that he shall not acquire any interest whatsoever in the Company trade name nor
any right, during the term hereof or thereafter, to manufacture, distribute or
sell the Products (or products competing with the Products) utilizing any trade
names or trademarks of, owned by or confusingly similar to those of or owned by
the Company.
(D)
MR. WENNER SHALL PROMPTLY INFORM THE COMPANY
OF ANY POTENTIAL INFRINGEMENT OF THE MARKS (INCLUDING ANY POTENTIAL INFRINGEMENT
OF ANY TRADEMARKS WHICH ARISE AFTER THE EFFECTIVE DATE) BY THIRD PARTIES OF
WHICH HE BECOMES AWARE.
THE COMPANY'S FAILURE TO INITIATE ACTION AGAINST ANY
SUCH THIRD PARTY SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT.
15.
NO ASSIGNMENT. NEITHER PARTY MAY ASSIGN THIS
AGREEMENT, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE OTHER PARTY'S
PRIOR WRITTEN CONSENT TO SUCH ASSIGNMENT, WHICH CONSENT SHALL NOT HE
UNREASONABLY WITHHELD.
NOTWITHSTANDING THE FOREGOING AND SUBJECT TO TERMINATION
PURSUANT TO SECTIONS 7 OR 8 ABOVE, THE COMPANY SHALL HAVE THE RIGHT TO ASSIGN
ANY OR ALL OF ITS RIGHTS UNDER THIS AGREEMENT: (A) TO ONE OR MORE OF ITS
AFFILIATES; (B) IN CONNECTION WITH A SALE OF ALL OR SUBSTANTIALLY ALL OF ITS
STOCK OR ASSETS; OR (C) FOLLOWING THE DEATH OF MR. WENNER, WITHOUT THE CONSENT
OF MR. WENNER OR HIS ESTATE.
ANY ASSIGNMENT OR DELEGATION BY A PARTY HERETO TO
ANY OF ITS AFFILIATES SHALL NOT RELIEVE THE ASSIGNING OR DELEGATING PARTY OF ITS
OBLIGATIONS HEREUNDER.
"AFFILIATE(S)" FOR PURPOSES OF THIS AGREEMENT SHALL
MEAN, IN RELATION TO ANY PERSON OR ENTITY, ANY OTHER PERSON OR ENTITY THAT
(DIRECTLY OR INDIRECTLY) CONTROLS OR IS CONTROLLED BY OR IS UNDER COMMON CONTROL
WITH SUCH PERSON OR ENTITY AND ALSO SHALL INCLUDE ANY PERSON OR ENTITY THAT IS
SO AFFILIATED WITH ANY SUCH AFFILIATE.
FOR PURPOSES OF THIS SECTION 15, THE
TERM "CONTROL," AS USED WITH RESPECT TO ANY PERSON OR ENTITY, SHALL MEAN THE
POSSESSION (DIRECTLY OR INDIRECTLY) OF THE POWER TO DIRECT OR TO CAUSE THE
DIRECTION OF THE MANAGEMENT OR THE POLICIES OF SUCH PERSON OR ENTITY, WHETHER
THROUGH THE OWNERSHIP OF SHARES OF ANY CLASS OF THE CAPITAL STOCK OF SUCH PERSON
OR ENTITY OR BY CONTRACT OR OTHERWISE.
16.
NO PARTNERSHIP.
NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, MR. WENNER'S RELATIONSHIP WITH THE COMPANY
PURSUANT TO THIS AGREEMENT SHALL BE THAT OF AN INDEPENDENT CONTRACTOR, NOT AN
AGENT, PARTNER OR JOINT VENTURER.
17.
RIGHT TO CONTRACT/NO VIOLATION OF OTHER
AGREEMENTS.
EACH PARTY HERETO REPRESENTS TO THE OTHER THAT IT IS AUTHORIZED TO
ENTER INTO THIS AGREEMENT, TO GRANT THE LICENSES HEREUNDER AND TO PROVIDE THE
SERVICES TO BE PROVIDED HEREUNDER, AND THAT THE EXERCISE OF THE RIGHTS GRANTED
TO THE OTHER PARTY HEREUNDER WILL NOT CONFLICT WITH ANY COMMITMENTS OR
AGREEMENTS