【正文】 at its own expense, product liability insurance from a 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. As proof of such insurance, a fully paid certificate of insurance naming Licensor as an insured party will be submitted to Licensor by Licensee for Licensor39。 any proposed change in certificates of insurance shall be submitted to Licensor for its prior approval. Licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished Licensor by Licensee. As Used in the first 2 sentences of this paragraph 6, Licensor shall also include the officers, directors, agents, and employees of the Licensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the package producer and the cast of the radio and/or television program whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees. 7 Quality of Merchandise Licensee agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, and that the same shall not reflect adversely upon the good name of Licensor or any of its programs or the Name. To this end Licensee shall, before selling or distributing any of the articles, furnish to Licensor free of cost, for its written approval, a reasonable number of samples of each article, its cartons, containers and packing and wrapping material. The quality and style of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of Licensor. Any item submitted to Licensor shall not be deemed approved unless and until the same shall be approved by Licensor in writing. After samples have been approved pursuant to this paragraph, Licensee shall not depart therefrom in any material respect without Licensor39。 prior written notice to Licensee. From time to time after Licensee has menced selling the articles and upon Licensor39。s rights or Licensee39。s (or any grantor of Licensor39。s request and expense, register such a copyright, trademark and/or service mark in the appropriate class in the name of Licensor or, if Licensor so requests, in Licensee39。s programs full and 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。 notice in writing, and such notice of termination shall bee effective unless Licensee shall pletely remedy the violation within the ______ day period and satisfy Licensor that such violation has been remedied. (d) Termination of the license under the provisions of paragraph 12 shall be without prejudice to any rights which Licensor may otherwise have against Licensee. Upon the ter