【正文】 fter termination of the license under the provisions of paragraph 12,Licensee, except as otherwise provided in this agreement, may dispose of articles covered by this agreement which are on hand or in process at the time notice of termination is received for a period of ________ days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 2. Notwithstanding anything to the contrary herein, Licensee shall not manufacture, sell or dispose of any articles covered by this license after its expiration or its termination based on the failure of Licensee to affix notice of copyright, trademark or service mark registration or any other notice to the articles, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or because of the departure by Licensee from the quality and style approved by Licensor pursuant to paragraph 7.　　16. Effect of Termination or ExpirationUpon and after the expiration or termination of this license, allrights granted to Licensee hereunder shall forthwith revert to Licensor,who shall be free to license others to use the Name in connection with the manufacture, sale and distribution of the articles covered hereby and Licensee will refrain from further use of the Name or any furtherreference to it, direct or indirect, or anything deemed by Licensor to besimilar to the Name in connection with the manufacture, sale or distribution of Licensee’’s products, except as provided in paragraph 15. 　　17. Licensor’’s Remedies　　(a) Licensee acknowledges that its failure (except as otherwiseprovided herein) to mence in good faith to manufacture and distributein substantial quantities any one or more of the articles listed inparagraph 1 within ______ months after the date of this agreement and to continue during the term hereof to diligently and continuously manufacture, distribute and sell the articles covered by this agreement or any class or category thereof will result in immediate damages to Licensor.　　(b) Licensee acknowledges that its failure (except as otherwise provided herein) to cease the manufacture, sale or distribution of the articles covered by this agreement or any class or category thereof at the termination or expiration of this agreement will result in immediate and irremediable damage to Licensor and to the rights of any subsequent licensee. Licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease manufacture, sale or distribution,and Licensee agrees that in the event of such failure Licensor shall be entitled to equitable relief by way of temporary and permanent injunctions and such other further relief as any court with jurisdiction may deem justand proper.　　(c) Resort to any remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which Licensor is entitled under this agreement or otherwise.　　18. Excuse For Nonperformance Licensee shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other causes arising out of a state of national emergency or war or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released. In such events, all royalties on sales theretofore made shall bee immediately due and payable and no minimum royalties shall be repayable.　　19. Notices　　All notices and statements to be given, and all payments to be made hereunder, shall be given or made at the respective addresses of the parties as set forth above unless notification of a change of address is given in writing, and the date of mailing shall be deemed the date the notice or statement is given.　　20. No Joint Venture Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Licensee shall have no power to obligate or bind Licensor in any manner whatsoever.　　21. No Assignment or Sublicense by Licensee This agreement and all rights and duties hereunder are personal to Licensee and shall not, without the written consent of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by Licensee or by operation of may assign but shall furnish written notice of assignment.　　22. No Waiver, etc.　　None of the terms of this agreement can be waived or modified exceptby an express agreement in writing signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this agreement, which represents the entireunderstanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, mence appropriate legal proceeding to enforce any or all of such rights. No person, firm, group or corporation (whether included in the Name or otherwise) other than Licensee and Licensor shall be deemed to have acquired any rights by reason of anything contained in this agreement, except as provided in paragraphs 6 and 21.　　In witness whereof, the parties have caused this instrument to be duly executed as of the day and year first above written.　　___________________, Licensor　　By_________________　　Title:_______________　　___________________, Licensee　　By_________________　　Title:_______________　　






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