5 Licensor's Title and Protection of Licensor's Rights
(a) Licensee agrees that it will not during the term of this
agreement, or thereafter, attack the title or any rights of Licensor in
and to the Name or attack the validity of this license. Licensor hereby
indemnifies Licensee and undertakes to hold it harmless against any claims
or suits arising solely out of the use by Licensee of the Name as
authorized in this agreement, provided that prompt notice is given to
Licensor of any such claim or suit and provided, further, that Licensor
shall have the option to undertake and conduct the defense of any suit so
brought and no settlement of any such claim or suit is made without the
prior written consent of Licensor.
(b) Licensee agrees to assist Licensor to the extent necessary in the
procurement of any protection or to protect any of Licensor's rights to
the Name, and Licensor, if it so desires may commence or prosecute any
claims or suits in its own name or in the name of licensee or join
Licensee as a party thereto. Licensee shall notify Licensor in writing of
any infringements or imitations by others in the Name on articles the same
as or similar to those covered by this agreement which may come to
Licensee's attention, and Licensor shall have the sole right to determine
whether or not any action shall be taken on account of any such
infringements or imitations. Licensee shall not institute any suit or take
any action on account of any such infringements or imitations without
first obtaining the written consent of the Licensor so to do.
6 Indemnification by Licensee and Product Liability Insurance
Licensee hereby indemnifies Licensor and undertakes to defend Licensee
and/or Licensor against and hold Licensor harmless from any claims, suits,
loss and damage arising out of any allegedly unauthorized use of any
trademark, patent, process, idea, method or device by Licensee in
connection with the articles covered by this agreement or any other
alleged action by Licensee and also from any claims, suits, loss and
damage arising out of alleged defects in the articles. Licensee agrees
that it will obtain, at its own expense, product liability insurance from
a recognized insurance company which has qualified to do business in
____________, providing adequate protection (at least in the amount of
_______) for Licensor (as well for Licensee) against any claims, suits,
loss or damage arising out of any alleged defects in the articles. As
proof of such insurance, a fully paid certificate of insurance naming
Licensor as an insured party will be submitted to Licensor by Licensee for
Licensor's prior approval before any article is distributed or sold, and
at the latest within ______ days after the date first written above; any
proposed change in certificates of insurance shall be submitted to
Licensor for its prior approval. Licensor shall be entitled to a copy of
the then prevailing certificate of insurance, which shall be furnished
Licensor by Licensee. As Used in the first 2 sentences of this paragraph
6, "Licensor" shall also include the officers, directors, agents, and
employees of the Licensor, or any of its subsidiaries or affiliates, any
person(s) the use of whose name may be licensed hereunder, the package
producer and the cast of the radio and/or television program whose name
may be licensed hereunder, the stations over which the programs are
transmitted, any sponsor of said programs and its advertising agency, and
their respective officers, directors, agents and employees.
7 Quality of Merchandise
Licensee agrees that the articles covered by this agreement shall be
of high standard and of such style, appearance and quality as to be
adequate and suited to their exploitation to the best advantage and to the
protection and enhancement of the Name and the good will pertaining
thereto, that such articles will be manufactured, sold and distributed in
accordance with all applicable Federal, State and local laws, and that the
same shall not reflect adversely upon the good name of Licensor or any of
its programs or the Name. To this end Licensee shall, before selling or
distributing any of the articles, furnish to Licensor free of cost, for
its written approval, a reasonable number of samples of each article, its
cartons, containers and packing and wrapping material. The quality and
style of such articles as well as of any carton, container or packing or
wrapping material shall be subject to the approval of Licensor. Any item
submitted to Licensor shall not be deemed approved unless and until the
same shall be approved by Licensor in writing. After samples have been
approved pursuant to this paragraph, Licensee shall not depart therefrom
in any material respect without Licensor's prior written consent, and
Licensor shall not withdraw its approval of the approved samples except on
_______ days' prior written notice to Licensee. From time to time after
Licensee has commenced selling the articles and upon Licensor's written
request, Licensee shall furnish without cost to Licensor not more than
additional random samples of each article being manufactured and sold by
Licensee hereunder, together with any cartons, containers and packing and
wrapping material used in connection therewith.
8 Labeling
(a) Licensee agrees that it will cause to appear on or within each
article sold by it under this license and on or within all advertising,
promotional or display material bearing the Name the notice "Copyright(c)
____________ (year)" in connection with Name properties (e) and (f) in
Rider, paragraph 1, and any other notice desired by Licensor and, where
such article or advertising, promotional or display material bears a
trademark or service mark, appropriate statutory notice of registration or
application for registration thereof. In the event that any article is
marketed in a carton, container and/or packing or wrapping material
bearing the Name, such notice shall also appear upon the said carton,
container and/or packing or wrapping material. Each and every tag, label,
imprint or other device containing any such notice and all advertising,
promotional or display material bearing the Name shall be submitted by
Licensor for its written approval prior to use by Licensee. Approval by
Licensor shall not constitute waiver of Licensor's rights or Licensee's
duties under any provision of this agreement.
(b) Licensee agrees to cooperate fully and in good faith with Licensor
for the purpose of securing and preserving Licensor's (or any grantor of
Licensor's) rights in and to the Name. In the event there has been no
previous registration of the Name and/or articles and/or any material
relating thereto, Licensee shall, at Licensor's request and expense,
register such a copyright, trademark and/or service mark in the
appropriate class in the name of Licensor or, if Licensor so requests, in
Licensee's own name. However, it is agreed that nothing contained in this
agreement shall be construed as an assignment or grant to the Licensee of
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