14 Final Statement Upon Termination or Expiration
______ days before the expiration of this license and, in the event of
its termination, ______ days after receipt of notice of termination or the
happening of the event which terminates this agreement where no notice is
required, a statement showing the number and description of articles
covered by this agreement on hand or in process shall be furnished by
Licensee to Licensor. Licensor shall have the right to take a physical
inventory to ascertain or verify such inventory and statement, and refusal
by Licensee to submit to such physical inventory by Licensor shall forfeit
Licensee's right to dispose of such inventory, Licensor retaining all
other legal and equitable rights Licensor may have in the circumstances.
15 Disposal of Stock Upon Termination or Expiration
After 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 Expiration
Upon and after the expiration or termination of this license, all
rights 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 further
reference to it, direct or indirect, or anything deemed by Licensor to be
similar 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 otherwise
provided herein) to commence in good faith to manufacture and distribute
in substantial quantities any one or more of the articles listed in
paragraph 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 just
and 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
become 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 law.
Licensor 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 except
by 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 entire
understanding 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, commence 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
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