【正文】 horized representatives shall have the right at all reasonablehours of the day to an examination of said books of account and recordsand of all other documents and materials in the possession or under thecontrol of Licensee with respect to the subject matter and terms of thisagreement, and shall have free and full access thereto for said purposesand for the purpose of making extracts therefrom. Upon demand of Licensor,Licensee shall at its own expense furnish to Licensor a detailed statementby an independent certified public accountant showing the number,description, gross sales price, itemized deductions from gross sales priceand net sale price of the articles covered by this agreement distributedand/or sold by Licensee to the date of Licensor39。s demand. All books ofaccount and records shall be kept available for at least __________ yearsafter the termination of this license.12 Bankruptcy, Violation, etc.(a) If Licensee shall not have menced in good faith to manufactureand distribute in substantial quantities all the articles listed inparagraph 1 within ________ months after the date of this agreement or ifat any time thereafter in any calendar month Licensee fails to sell any ofthe articles (or any class or category of the articles), Licensor inaddition to all other remedies available to it hereunder may terminatethis license with respect to any articles or class or category thereofwhich have not been manufactured and distributed during such month, bygiving written notice of termination to Licensee. Such notice shall beeffective when mailed by Licensor.(b) If Licensee files a petition in bankruptcy or is adjudicated abankrupt or if a petition in bankruptcy is filed against Licensee or if itbees insolvent, or makes an assignment for the benefit of its creditorsor an arrangement pursuant to any bankruptcy law, or if Licenseediscontinues its business or if a receiver is appointed for it or itsbusiness, the license hereby granted shall automatically terminateforthwith without any notice whatsoever being necessary. In the event thislicense is so terminated, Licensee, its receivers, representatives,trustees, agents, administrator, successors and/or assigns shall have noright to sell, exploit or in any way deal with or in any articles coveredby this agreement or any carton, container, packing or wrapping material,advertising, promotional or display material pertaining thereto, exceptwith and under the special consent and instructions of Licensor inwriting, which they shall be obligated to follow.(c) If Licensee shall violate any of its other obligations under theterms of this agreement, Licensor shall have the right to terminate thelicense hereby granted upon ______ days39。 notice in writing, and suchnotice of termination shall bee effective unless Licensee shallpletely remedy the violation within the ______ day period and satisfyLicensor that such violation has been remedied.(d) Termination of the license under the provisions of paragraph 12shall be without prejudice to any rights which Licensor may otherwise haveagainst Licensee. Upon the termination of this license, notwithstandinganything to the contrary herein, all royalties on sales theretofore madeshall bee immediately due and payable and no minimum royalties shall berepayable or avoidable.13 Sponsorship by Competitive ProductIn the event that any of the articles listed in paragraph 1 conflictswith any product of a present or future sponsor of a program on which theName appears or is used, or with any product of a subsidiary or affiliateof such sponsor, then Licensor shall have the right to terminate thisagreement as to such article or articles by written notice to Licenseeeffective not less than _______ days after the date such notice is given.In the event of such termination, Licensee shall have ________ days afterthe effective date of such termination to dispose of all of such articleson hand or in process of manufacture prior to such notice, in accordancewith the provisions of paragraph 15. However, in the event suchtermination is effective as to all the articles subject to this agreementand the advance guarantee for the then current year has not been fullyaccounted for by actual royalties by the end of the _______ disposalperiod, Licensor shall refund to Licensee the difference between theadvance guarantee which has been paid for such contract year and theactual royalties. The refund provision contained in the preceding sentencepertains only to termination occurring pursuant to this paragraph 13, andshall not affect the applicability of any other paragraph to suchtermination except as expressly contradicted herein.14 Final Statement Upon Termination or Expiration______ days before the expiration of this license and, in the event ofits termination, ______ days after receipt of notice of termination or thehappening of the event which terminates this agreement where no notice isrequired, a statement showing the number and description of articlescovered by this agreement on hand or in process shall be furnished byLicensee to Licensor. Licensor shall have the right to take a physicalinventory to ascertain or verify such inventory and statement, and refusalby Licensee to submit to such physical inventory by Licensor shall forfeitLicensee39。s right to dispose of such inventory, Licensor retaining allother legal and equitable rights Licensor may have in the circumstances.15 Disposal of Stock Upon Termination or ExpirationAfter termination of the license under the provisions of paragraph 12,Licensee, except as otherwise provided in this agreement, may dispose ofarticles covered by this agreement which are on hand or in process at thetime notice of termination is received for a period of ________ days afternotice of termination, provided advances and royalties with r