WeightWatchers 2015 Annual Report Download - page 140

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5
such as appearing in advertisements and promotions, as OW determines appropriate and as the Parties may
mutuall
y
a
g
ree, sub
j
ect to OW’s availabilit
y
, as applicable.
2.2.5. In the event that OW (or OW’s designee if such designee shall have been requested by WW) is required to
travel in connection with providing the services under this Agreement, the Parties will discuss and agree upon,
in advance, all travel and accommodations required by OW (or, as applicable, her designee), and the amount of
any costs or fees, if any, to be borne by WW in connection therewith. Any and all travel plans, costs, fees and
responsibilities shall be only as mutually agreed between the Parties. For the avoidance of doubt, any such travel
obligations, costs or fees for the same for OW shall be separate and apart from any such travel required for
p
articipation on WW’s Board.
2.2.6. OW shall use all reasonable efforts, in her discretion, to make reference to and be publicly supportive of WW
and the Weight Watchers Programs. Any public statements by OW regarding diet, weight loss or weight
mana
g
ement shall be consistent with an
y
of the Wei
g
ht Watchers Pro
g
rams.
3. Term.
3.1 Initial Term. The term of this Agreement shall commence upon the full execution and exchange of this Agreement, and
shall continue for an initial term of five (5)
y
ears, (the “Initial Ter
m
”), unless sooner terminated as provided herein.
3.2 Renewal Term. This Agreement shall be automatically renewed and extended, for successive additional periods of one
(1) year, each commencing upon the expiration of the Initial Term (each a “Renewal Term”, and together, the “Renewal
Terms”), until such time as (i) either WW or OW provides the other Party with no less than six (6) months written
notice of its intent not to extend this Agreement for the next Renewal Term, in which case, this Agreement shall
terminate and expire at the end of the Initial Term or the then-current Renewal Term, or (ii) this Agreement is not
otherwise sooner terminated in accordance with its terms. All terms and conditions of this Agreement shall remain in
full force and effect for the Renewal Terms, if any, unless OW and WW mutually agree otherwise in writing signed by
or on behalf of all such Parties and exchanged between them. The Initial Term, together with any Renewal Terms, shall
constitute the “Term.”
3.3
N
o Usage after the Term; Run-Off. Upon expiration or termination of this Agreement, it is understood that WW shall
have no further right to continue to create, use or disseminate Materials incorporating the Oprah Marks or the OW
Image; provided, however, that (i) in the event of the expiration of this Agreement pursuant to Section 3.2 hereof, WW
shall have the right to continue to use and disseminate printed Materials incorporating the Oprah Marks or the OW
Ima
g
e