【正文】 favorable prominence and publicity. Licensor shall not be under any obligation whatsoever to continue broadcasting any radio or television program or use the Name or any person, character, symbol, design or likeness or visual representation thereof in any radio or television program. (c) Licensee agrees not to offer for sale or advertise or publicize any of the articles licensed hereunder on radio or television without the prior written approval of Licensor, which approval Licensor may grant or withhold in its unfettered discretion. 10 Distribution (a) Licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the articles covered by this agreement and that it will make and maintain adequate arrangement for the distribution of the articles. (b) Licensee shall not, without prior written consent of Licensor, sell or distribute such articles to jobbers, wholesalers, distributors, retail stores or merchants whose sales or distribution are or will be made for publicity or promotional tiein purposes, bination sales, premiums, giveaways, or similar methods of merchandising, or whose business methods are questionable. (c) Licensee agrees to sell to Licensor such quantities of the articles at as low a rate and on as good terms as Licensee sells similar quantities of the articles to the general trade. 11 Records Licensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted, and Licensor and its duly authorized representatives shall have the right at all reasonable hours of the day to an examination of said books of account and records and of all other documents and materials in the possession or under the control of Licensee with respect to the subject matter and terms of this agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. Upon demand of Licensor, Licensee shall at its own expense furnish to Licensor a detailed statement by an independent certified public accountant showing the number, description, gross sales price, itemized deductions from gross sales price and sale price of the articles covered by this agreement distributed and/or sold by Licensee to the date of Licensor39。 按契約規(guī)定時間執(zhí)行協(xié)議的雙方： 許可方 被許可方 簽字人： 簽字人： 職務(wù)： 職務(wù)： 5. TRADEMARK LICENSING AGREEMENT Whole Doc. Agreement made this ___________day of ______________, between ___________(hereinafter called Licensor), and ________(hereinafter called Licensee): WITNESSETH Whereas Licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other Licensor properties as defined in paragraph 1 of the Rider attached hereto and hereby made a part hereof (hereinafter called Name), said Name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different businesses and being well Known and recognized by the general public and associated in the public mind with Licensor, and Whereas Licensee desires to utilize the Name upon and in connection with the manufacture, sale and distribution of articles hereinafter described, Now, Therefore, in consideration of the mutual promises herein contained, it is hereby agreed: 1 Grant of License (a) Articles Upon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee as a related pany, and Licensee hereby accepts the right, license and privilege of utilizing the Name solely and only upon and in connection with the manufacture, sale and distribution of the following articles. (insert description) (b) Territory The license hereby granted extends only to ________________. Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area. (c) Term The term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________, unless sooner terminated in accordance with the provisions hereof. The term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on December 31st, ____________. At the end of each term, beginning with December 31st, ________________, this license shall be automatically renewed for a one year term expiring December 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date. 2 Terms of Payment (a) Rate Licensee agrees to pay to Licensor as royalty a sum equal to __________percent of all sales by Licensee or any of its affiliated, associated or subsidiary panies of the articles covered by this agreement. The term sales shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. No costs incurred in the manufacture, sale, distribution or exploitation of the articles shall be deducted from any royalty payable by Licensee. Licensee agrees that in the event it should pay any other Licensor a higher royalty or licens