7.3 Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensors rights to the Registered Trademark, and shall notify Licensor in writing of any infringement or imitations by others in the Registered Trademark on articles the same as or similar to those covered by this Contract which may come to Licensees attention. Both parties have the right to determine to prosecute any claims or suits in its own name or in the name of Licensee and Licensor join together against such behavior.
Section 8 Promotion Material
8.1 In all cases where Licensee desires artwork involving articles which are the subject of this license to be executed, the cost of such artwork and the time for the production thereof shall be borne by Licensee. All artwork and designs involving the Registered Trademark, or any reproduction thereof, shall be owned by Licensee. If Licensor requires or authorizes the other party to utilize the artwork and design, it should pay reasonable fees to Licensee. When the time comes, both parties will sign the new contract through friendly consultation.
8.2 Licensee agrees not to offer for sale or advertise or publicize any of the Contract Products licensed hereunder on radio or television without the prior written approval of Licensor, which approval Licensor may grant of withhold in its unfettered discretion.
Section 9 Distribution
9.1 Licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the Contract Products covered by this Contract and that it will make and maintain adequate arrangement for the distribution of the Contract Products.
9.2 Licensee shall not, without prior written consent of Licensor, sell or distribute Contract Products to jobbers, wholesalers, distributors, retail stores or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums, giveaways, or similar methods of merchandising, or whose business methods are questionable.
Section 10 Bankruptcy and Violation
10.1 If Licensee shall not have commenced in good faith to manufacture and distribute in substantial quantities all the Contract Products listed in Appendix 2 to the Contract within_______________months after the date of the effectiveness of this Contract, Licensor have the right to terminate the Contract.
10.2 If Licensee files a petition in bankruptcy or is adjudicated a bankruptcy or if a petition in bankruptcy is filed against Licensee or if it becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Licensee discontinues its business or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary.
10.3 If one of the parties to this Contract violate its obligations under the terms of this Contract, the other one shall has the right to terminate the Contract upon_________days notice in advance, and such notice of termination shall become effective unless the break promiser shall completely remedy the violation within the_______________day period.
Section 11 Final Statement
11.1_______________days before the expiration of this Contract and in the event of its termination,_________days after receipt of notice of termination or the happening of the event which terminates this Contract where no notice is required, a statement showing number and deion of Contract Products covered by this Contract on hand or in process shall be furnished by Licensee to Licensor.
11.2 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 Licensees right to dispose of such inventory.
Section 12 Disposal of Inventory
12.1 After termination of the Contract under the provisions of Section 10, Licensee, except as otherwise provided in this Contract, may dispose of the Contract Products covered by the Contract 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 Royalties with respect to that period are paid and the reports are furnished for that period in accordance with Section 3.
12.2 Licensee shall not manufacture, sell or dispose of any Contract Products covered by this Contract after its expiration or its termination based on departure by Licensee from the quality and style approved by Licensor.
Section 13 Taxes and Duties
13.1 All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensee by the Government of the Peoples Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensee.
13.2 All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensor by the Government of the Peoples Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensor.
Section 14 Force Majeure
14.1 If either of the parties is prevented from execution the Contract by such cases of force majeure as war, serious flood, fire, typhoon and earthquake or other cases which are agreed upon by both parties as cases of force majeure, the time for performance of the Contract shall be extended by a period equivalent to the effect of such cases.
14.2 The effected party shall notify the other party of the cases of force majeure occurred by Fax as soon as possible and shall send by registered airmail, within 14 (fourteen) days thereafter, a certificate issued by the authorities or departments concerned to the other party for confirmation.
