國際商標許可協定

(4)licensee hereby agrees that its every use of such name shall inure o the benefit of licensor and that licensee shall not at any time acquire ny rights in such name by virtue of any use it may make of such name.

9. promotional material

(1)in all cases where licensee desires artwork involving articles hich are the subject of this license to be executed, the cost of such rtwork and the time for the production thereof shall be borne by icensee. all artwork and designs involving the name, or any reproduction hereof, shall, notwithstanding their invention or use by licensee, be and emain the property of licensor and licensor shall be entitled to use the ame and to license the use of the same by others.

(2)licensor shall have the right, but shall not be under any bligation, to use the name and/or the name of licensee so as to give the ame, licensee, licensor and/or licensor's programs full and favorable rominence and publicity. licensor shall not be under any obligation hatsoever to continue broadcasting any radio or television program or use he name or any person, character, symbol, design or likeness or visual epresentation thereof in any radio or television program.

(3)licensee agrees not to offer for sale or advertise or publicize ny of the articles licensed hereunder on radio or television without the rior written approval of licensor, which approval licensor may grant or ithhold in its unfettered discretion.

10. distribution

(1)licensee agrees that during the term of this license it will iligently and continuously manufacture, distribute and sell the articles overed by this agreement and that it will make and maintain adequate rrangement for the distribution of the articles.

(2)licensee shall not, without prior written consent of licensor, ell or distribute such articles to jobbers, wholesalers, distributors, etail stores or merchants whose sales or distribution are or will be made or publicity or promotional tie-in purposes, combination sales, premiums, iveaways, or similar methods of merchandising, or whose business methods re questionable.

(3)licensee agrees to sell to licensor such quantities of the rticles at as low a rate and on as good terms as licensee sells similar uantities of the articles to the general trade.

11. records

licensee agrees to keep accurate books of account and records covering ll transactions relating to the license hereby granted, and licensor and ts duly authorized representatives shall have the right at all reasonable ours of the day to an examination of said books of account and records nd of all other documents and materials in the possession or under the ontrol of licensee with respect to the subject matter and terms of this greement, and shall have free and full access thereto for said purposes nd for the purpose of making extracts therefrom. upon demand of licensor, icensee shall at its own expense furnish to licensor a detailed statement y an independent certified public accountant showing the number, escription, gross sales price, itemized deductions from gross sales price nd net sale price of the articles covered by this agreement distributed nd/or sold by licensee to the date of licensor's demand. all books of ccount and records shall be kept available for at least _________ years fter the termination of this license.

12. bankruptcy, violation, etc.

(1)if licensee shall not have commenced in good faith to manufacture nd distribute in substantial quantities all the articles listed in aragraph 1 within _________ months after the date of this agreement or if t any time thereafter in any calendar month licensee fails to sell any of he articles (or any class or category of the articles), licensor in ddition to all other remedies available to it hereunder may terminate his license with respect to any articles or class or category thereof hich have not been manufactured and distributed during such month, by iving written notice of termination to licensee. such notice shall be ffective when mailed by licensor.