DuPont™ Sorona® Hang Tag Conditions
1. Company warrants that all of its garments and fabrics displaying DuPont™ Sorona® hang tags are made with fiber made from DuPont™ Sorona® polymer bought directly from DuPont or purchased from an authorized distributor or licensee, who sources such polymer from DuPont or authorized licensee (“Authorized Product”). Company will not advertise or represent, in any way that its garments or fabric have been certified or in any way approved by DuPont or by DuPont authorized distributors.
2. ‘Company’ ordering hang tags is hereby granted by DuPont, as owner of the Trademark, permission, without the right to transfer such permission to any third party, to use the DuPont™ Sorona® hang tags solely in the Territory on and in connection with the display, labeling, and sale of Authorized Product identified in the Request Form. Use of the hang tags will be in accordance with the Conditions stated herein. No other use permission is granted herein by DuPont to Company.
3. Except for the permission granted herein, DuPont grants no other rights or permission to use any other trademark or other intellectual property of DuPont. As the owner of the Trademark, DuPont reserves the right to specify all aspects of use of the Trademark by Company, on or in connection with, all displays, advertising, labels, product literature, internet sites, sales promotion materials, and all other forms of use of the Trademark. All use of the licensed Trademark by Company shall inure to the benefit of DuPont.
4. 'Company’ warrants that it has employed, and has required its suppliers to employ manufacturing and product specifications and quality control procedures sufficient to assure consistent high quality of Authorized Product displaying the DuPont™ Sorona® hang tag. Company warrants that such Authorized Product shall meet or exceed any and all applicable government or industry standards, regulations, guidelines, rules, laws, and the like as well as any additional quality control standards as may be agreed to in writing by DuPont and Company.
5. DuPont is a supplier of DuPont™ Sorona® polymer used as an ingredient in the manufacture of Authorized Product. DuPont does not engage in the manufacture of such Authorized Product and shall not assume responsibility for any such products that are promoted or sold in connection with the Trademark or for claims by third parties arising out of the use of any such products promoted or sold in connection with the Trademark, except to the extent of DuPont's sole negligence in manufacturing DuPont™ Sorona® polymer.
6. Company hereby acknowledges the validity of the Trademark and DuPont’s exclusive right, title and interest in and to the Trademark. Company: 1) shall not do or permit to be done any act which prejudices, infringes or impairs the rights of DuPont with respect to the Trademark; 2) except for the limited permission granted hereunder, will never represent that it has any right, title, or interest in or to the Trademark or in any registration for the Trademark; 3) shall not use, register or attempt to register any trademark, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to the Trademark or any other trademarks, trade names or domain names of DuPont or any of its subsidiaries or affiliated companies; 4) shall not do anything or produce any goods in connection with the Trademarks that damages or reflects adversely upon DuPont, its subsidiaries or affiliated companies or any of their trademarks, trade names or domain names; 5) upon objection by DuPont, shall forthwith desist from any use or action in relation to or in connection with the Trademark or this Agreement; 6) shall faithfully observe and execute the requirements, procedures, and directions of DuPont with respect to the use and protection of the Trademark.
7. DUPONT SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY SIMILAR DAMAGES WHETHER OR NOT CAUSED BY OR RESULTING FROM ITS NEGLIGENCE, IN RELATION TO, ARISING OUT OF, OR IN CONNECTION WITH THIS PERMISSION OR USE OF DUPONT’S TRADEMARK.
8. Only DuPont may take any action to protect or enforce the Trademark. DuPont shall have the right to test and/or inspect any fabric or garment in possession of Company when the hangtag with the Trademark is used. Company will indemnify and hold DuPont harmless from and against any and all claims, suits, obligations, causes of action, liabilities, costs, and damages (including without limitation reasonable attorney's fees and court costs, injuries to persons and damages to property, products liability claims, and claims for environmental harms) based upon, arising out of, or directly or indirectly related to, the operations or business conducted by the Company (including without limitation the design, testing, manufacture, sale, distribution, marketing, use, display, advertising or promotion of products sold or promoted in connection with the Trademark). Said indemnity shall further extend to any violation by Company and/or its representatives of this permission, including without limitation, use of the Trademark only in connection with Authorized Product. This indemnity and all representations and warranties made by Company herein or in any document furnished in connection herewith shall survive termination of the Agreement.
9. This permission shall be construed in accordance with the laws of the State of Delaware, United States of America, without regard to choice of law provisions. Any actions regarding this permission or violation thereof shall be brought only in the state or federal courts located in Wilmington, Delaware, United States of America. Company agrees to submit to the jurisdiction of such courts.
10. This permission shall become effective on the date DuPont signs this Exhibit A and will terminate one year thereafter unless earlier terminated by DuPont, upon written notice to Company. Such termination may be with or without cause. DuPont shall not be liable to Company for any loss, expense, liability, termination compensation or payments of any kind in connection with such termination, including but not limited to, any investment, promotion or selling expense.
11. Company will submit two samples of finished garments to DuPont within a month of completion. Mail to: Maribel Rivera, DuPont Company, 141 & Powder Mill Road, E356 / Room 240B, Wilmington, Delaware 19880-0356.
Sorona® contains 37% annually renewable plant based ingredients by weight (28% biobased carbon)