【文章內(nèi)容簡介】 me in connection with the sale of the articlesdescribed in paragraph 1.(b) It is agreed that if Licensor should convey an offer to Licenseeto purchase any of the articles listed in paragraph 1, in connection witha premium, giveaway or other promotional arrangement, Licensee shall have_______ days within which to accept or reject such an offer. In the eventthat Licensee fails to accept such offer within the specified _______days, Licensor shall have the right to enter into the proposed premium,giveaway or promotional arrangement using the services of anothermanufacturer, provided, however, that in such event Licensee shall have athree (3) day period within which to meet the best offer of suchmanufacturer for the production of such articles if the price of suchmanufacturer is higher than the price offered to Licensee by Licensor.Licensee agrees that it shall not, without the prior written consent ofLicensor, (i) offer the articles as a premium in connection with any otherproduct or service, or (ii) sell or distribute the articles in connectionwith another product or service which product or service is a premium.4 Good WillLicensee recognizes the great value of the good will associated withthe Name, and acknowledges that the Name and all rights therein and goodwill pertaining thereto belong exclusively to Licensor, and that the Namehas a secondary meaning in the mind of the public.5 Licensor39。s Title and Protection of Licensor39。s Rights(a) Licensee agrees that it will not during the term of thisagreement, or thereafter, attack the title or any rights of Licensor inand to the Name or attack the validity of this license. Licensor herebyindemnifies Licensee and undertakes to hold it harmless against any claimsor suits arising solely out of the use by Licensee of the Name asauthorized in this agreement, provided that prompt notice is given toLicensor of any such claim or suit and provided, further, that Licensorshall have the option to undertake and conduct the defense of any suit sobrought and no settlement of any such claim or suit is made without theprior written consent of Licensor.(b) Licensee agrees to assist Licensor to the extent necessary in theprocurement of any protection or to protect any of Licensor39。s rights tothe Name, and Licensor, if it so desires may mence or prosecute anyclaims or suits in its own name or in the name of licensee or joinLicensee as a party thereto. Licensee shall notify Licensor in writing ofany infringements or imitations by others in the Name on articles the sameas or similar to those covered by this agreement which may e toLicensee39。s attention, and Licensor shall have the sole right to determinewhether or not any action shall be taken on account of any suchinfringements or imitations. Licensee shall not institute any suit or takeany action on account of any such infringements or imitations withoutfirst obtaining the written consent of the Licensor so to do.6 Indemnification by Licensee and Product Liability InsuranceLicensee hereby indemnifies Licensor and undertakes to defend Licenseeand/or Licensor against and hold Licensor harmless from any claims, suits,loss and damage arising out of any allegedly unauthorized use of anytrademark, patent, process, idea, method or device by Licensee inconnection with the articles covered by this agreement or any otheralleged action by Licensee and also from any claims, suits, loss anddamage arising out of alleged defects in the articles. Licensee agreesthat it will obtain, at its own expense, product liability insurance froma recognized insurance pany 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. Asproof of such insurance, a fully paid certificate of insurance namingLicensor as an insured party will be submitted to Licensor by Licensee forLicensor39。s prior approval before any article is distributed or sold, andat the latest within ______ days after the date first written above。 anyproposed change in certificates of insurance shall be submitted toLicensor for its prior approval. Licensor shall be entitled to a copy ofthe then prevailing certificate of insurance, which shall be furnishedLicensor by Licensee. As Used in the first 2 sentences of this paragraph6, Licensor shall also include the officers, directors, agents, andemployees of the Licensor, or any of its subsidiaries or affiliates, anyperson(s) the use of whose name may be licensed hereunder, the packageproducer and the cast of the radio and/or television program whose namemay be licensed hereunder, the stations over which the programs aretransmitted, any sponsor of said programs and its advertising agency, andtheir respective officers, directors, agents and employees.7 Quality of MerchandiseLicensee agrees that the articles covered by this agreement shall beof high standard and of such style, appearance and quality as to beadequate and suited to their exploitation to the best advantage and to theprotection and enhancement of the Name and the good will pertainingthereto, that such articles will be manufactured, sold and distributed inaccordance with all applicable Federal, State and local laws, and that thesame shall not reflect adversely upon the good name of Licensor or any ofits programs or the Name. To this end Licensee shall, before selling ordistributing any of the articles, furnish to Licensor free of cost, forits written approval, a reasonable number of samples of each article, itscartons, containers and packing and wrapping material. The quality andstyle of such articles as well as of any carton, container or packing orwrapping material shall be subject to the approval of Licensor.