【文章內(nèi)容簡介】 giveaway or other promotional arrangement，licensee shall have _________ days within which to accept or reject such an the event hat licensee fails to accept such offer within the specified _________ ays，licensor shall have the right to enter into the proposed premium，iveaway or promotional arrangement using the services of another anufacturer，provided，however，that in such event licensee shall have a hree(3)day period within which to meet the best offer of such anufacturer for the production of such articles if the price of such anufacturer is higher than the price offered to licensee by agrees that it shall not，without the prior written consent of icensor，(i)offer the articles as a premium in connection with any other roduct or service，or(ii)sell or distribute the articles in connection ith another product or service which product or service is a willlicensee 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 39。s title and protection of licensor39。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 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 licensor39。s rights to he name，and licensor，if it so desires may mence or prosecute any laims or suits in its own name or in the name of licensee or join icensee as a party 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 e to icensee39。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 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 by licensee and product liability insurancelicensee 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 agrees hat it will obtain，at its own expense，product liability insurance from 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，oss or damage arising out of any alleged defects in the roof of such insurance，a fully paid certificate of insurance naming icensor as an insured party will be submitted to licensor by licensee for icensor39。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 shall be entitled to a copy of he then prevailing certificate of insurance，which shall be furnished icensor by used in the first 2 sentences of this paragraph，“l(fā)icensor” 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 of merchandiselicensee agrees that the articles covered by this agreement shall be f high standard and of such style，appearance and quality as to be dequate and suited to their exploitation to the best advantage and to the rotection and enhancement of the name and the good will pertaining hereto，that such articles will be manufactured，sold and distributed in ccordance with all applicable federal，state and local laws，and that the ame shall not reflect adversely upon the good name of licensor or any of ts programs or the this end licensee shall，before selling or istributing any of the articles，furnish to licensor free of cost，for ts written approval，a reasonable number of samples of each article，its artons，containers and packing and wrapping quality and tyle of such articles as well as of any carton，container or packing or rapping material shall be subject to the approval of item ubmitted to licensor shall not be deemed approved unless and until the ame shall be approved by licensor in samples have been pproved pursuant to this paragraph，licensee shall not depart therefrom n any material respect without licensor39。s prior written consent，and icensor shall not withdraw its approval of the approved samples except on _________ days39。 prior written notice to time to time after icensee has menced selling the articles and upon licensor39。s written equest，licensee shall furnish without cost to licensor not more than dditional random samples of each article being manufactured and sold by icensee hereunder，together with any cartons，containers and packing and rapping ma