國際商標許可協定

4. good will

licensee recognizes the great value of the good will associated with he name, and acknowledges that the name and all rights therein and good ill pertaining thereto belong exclusively to licensor, and that the name as a secondary meaning in the mind of the public.

5. licensor's title and protection of licensor's rights

(1)licensee agrees that it will not during the term of this greement, or thereafter, attack the title or any rights of licensor in nd to the name or attack the validity of this license. licensor hereby ndemnifies licensee and undertakes to hold it harmless against any claims r suits arising solely out of the use by licensee of the name as uthorized in this agreement, provided that prompt notice is given to icensor of any such claim or suit and provided, further, that licensor hall have the option to undertake and conduct the defense of any suit so rought and no settlement of any such claim or suit is made without the rior written consent of licensor.

(2)licensee agrees to assist licensor to the extent necessary in the rocurement of any protection or to protect any of licensor's rights to he name, and licensor, if it so desires may commence or prosecute any laims or suits in its own name or in the name of licensee or join icensee as a party thereto. licensee shall notify licensor in writing of ny infringements or imitations by others in the name on articles the same s or similar to those covered by this agreement which may come to icensee's attention, and licensor shall have the sole right to determine hether or not any action shall be taken on account of any such nfringements or imitations. licensee shall not institute any suit or take ny action on account of any such infringements or imitations without irst 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 nd/or licensor against and hold licensor harmless from any claims, suits, oss and damage arising out of any allegedly unauthorized use of any rademark, patent, process, idea, method or device by licensee in onnection with the articles covered by this agreement or any other lleged action by licensee and also from any claims, suits, loss and amage arising out of alleged defects in the articles. licensee agrees hat it will obtain, at its own expense, product liability insurance from 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, oss or damage arising out of any alleged defects in the articles. as roof of such insurance, a fully paid certificate of insurance naming icensor as an insured party will be submitted to licensor by licensee for icensor's prior approval before any article is distributed or sold, and t the latest within _________ days after the date first written above; any roposed change in certificates of insurance shall be submitted to icensor for its prior approval. licensor shall be entitled to a copy of he then prevailing certificate of insurance, which shall be furnished icensor by licensee. as used in the first 2 sentences of this paragraph , "licensor" shall also include the officers, directors, agents, and mployees of the licensor, or any of its subsidiaries or affiliates, any erson(s) the use of whose name may be licensed hereunder, the package roducer and the cast of the radio and/or television program whose name ay be licensed hereunder, the stations over which the programs are ransmitted, any sponsor of said programs and its advertising agency, and heir respective officers, directors, agents and employees.