378A LT E R N A T I V E S T O F R A N C H I S I N GFigure 19-6. (Continued).7. TECHNICAL

Tham khảo tài liệu 378a lt e r n a t i v e s t o f r a n c h i s i n gfigure 19-6. (continued).7. technical, tài chính - ngân hàng, kế toán - kiểm toán phục vụ nhu cầu học tập, nghiên cứu và làm việc hiệu quả
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378A LT E R N A T I V E S T O F R A N C H I S I N GFigure 19-6. (Continued).7. TECHNICAL A LT E R N A T I V E S T O F R A N C H I S I N G378Figure 19-6. (Continued). 7. TECHNICAL ASSISTANCE. Licensor shall, at his sole expense and at the request of Licensee,provide technical assistance to Licensee or any of its designees during the Term of the Agreement inconnection with the use of Product Technology (including, but not by way of limitation, technical assis-tance relating to the manufacture, design and promotion of Home Products). Licensor further agrees tofully assist and cooperate with Licensee in procuring acceptance and listing of Home Products by Under-writers Laboratories Inc. and the Canadian Standards Association. Licensor hereby agrees to providesuch technical assistance initially for a minimum of four (4) hours per day until such time as HomeProducts can be manufactured by Licensee or its designee in commercially reasonable quantities, asdetermined by Licensee in its sole discretion. Once Home Products are being manufactured in commer-cially reasonable quantities, Licensor agrees to provide technical assistance as requested by Licensee,including that which is necessary to manufacture, market and sell new products and accessories, andimplement developments and improvements relating to the Products, as provided in Section 8(a) below. 8. NEW TECHNOLOGY. (a) Licensor’s New Products, Accessories, etc. Licensor shall promptly provide and makeavailable to Licensee any information about new products, accessories, developments or improvementsrelating to the Products. Licensee shall have the right to review and research such information on aconfidential basis to determine whether it is reasonably adaptable for use with or application on HomeProducts for such time as it deems appropriate. Further, Licensee shall have the first right of refusal tolicense such information from Licensor. Any such information licensed by Licensee shall, for purposeshereof, be included within the meaning of ‘‘Product Technology’’ and thereby subject to the terms of thisAgreement. (b) Licensee’s New Products, Accessories, etc. Any new products, accessories, developmentsor improvements relating to the Home Products are developed by Licensee or any party with whomLicensee has entered in a contract, agreement or other similar arrangement during the term of thisAgreement (the ‘‘New Technology’’) shall remain the property of Licensee. Licensee may determinewhether and to what extent it desires to seek trademarks, patents or take other necessary legal steps toprotect the New Technology without any interference by Licensor. In the event Licensee shall not seektrademarks, patents or take other necessary legal steps to protect any or all elements of the NewTechnology, Licensor shall have the right, in his discretion and at his expense, to seek trademarks orpatents, or take other legal steps to protect any and all elements of the New Technology. Licensee shallreasonably assist Licensor in seeking such trademarks, patents, or such protection if requested, includingsecuring and execution of trademark or patent applications and other appropriate documents and papers,and Licensor shall pay or reimburse Licensee for all expenses incurred by Licensee in connection withproviding such assistance. 9. CLAIMS; INFRINGEMENT. Licensor represents and warrants that he has full power and au-thority to grant the license to Licensee as provided herein, the Product Technology and Licensed Marksare free and clear of all liens, claims and encumbrances of any nature whatsoever, and there are nogovernmental or regulatory proceedings, investigations or other actions pending or concluded that ad-versely affect the Product Technology or Licensed Marks. Licensor represents and warrants to Licenseethat there are no patent, trademark or copyright infringements with respect to the Product Technology orthe Licensed Marks nor are there any threatened, pending or contemplated actions, suits or proceedingsagainst Licensor or otherwise with respect to the same. No such infringement actions, suits or proceed-ings would result by reason of the transactions contemplated by this Agreement. Licensor shall promptlynotify Licensor of any allegation or claim that the use of the Product Technology or the Licensed Marksinfringes upon the rights of any other person or entity. Licensor agrees to defend Licensee and itsdirectors and officers against any infringement, unfair competition or other claim respecting Licensee’suse of the Product Technology or the Licensed Marks. Further, Licensor hereby agrees to indemnify,STRUCTURING LICENSING PROGRAMS AND AGREEMENTS 379defend, hold harmless, Licensee and its directors and offi ...