Undertaking


UNDERTAKING

In consideration of (1) you agreeing not to commence legal proceedings against us in relation to the acts of trade mark infringement and passing off, as detailed in the email/letter from MY SALAH MAT LIMITED dated 21.5.2020 (the “Letter”) and (2) in settlement of the case as a whole, we undertake on behalf of ourselves, our servants, agents, employees, licensees or otherwise that we will cease and refrain from infringing your rights which requires us to do at least the following:

1. Immediately cease to apply any sign to prayer mats, educational toys and/or games or similar goods and the packaging of such goods which would amount to an infringement of the Trade Marks (as defined in the Letter);

2. Immediately cease to sell, offer or expose for sale, import, export in the course of business or possess for commercial purposes the Infringing Products (as defined in the Letter) or any prayer mats, educational toys and/or games or similar goods and the packaging of such goods which bear signs which would amount to an infringement of the Trade Marks and/or any other intellectual property rights owned by you;

3. Immediately cease all use of any sign confusingly similar to the Trade Marks (as defined in the Letter) in connection with prayer mats, educational toys and/or games or similar goods and the packaging of such goods which would amount to an infringement of the Trade Marks on all websites, on-line marketing and sales platforms and social media accounts, including Facebook and Instagram;

4. Not now or in the future in any jurisdictions use any sign confusingly similar to the Trade Marks in connection with prayer mats, educational toys and/or games or similar goods and the packaging of such goods which would amount to an infringement of the Trade Marks and/or any other intellectual property rights owned by you;

5. Not now or in the future in any jurisdictions pass off ourselves or any business we own or with which we are associated, or any products that we sell, as being associated or in any way connected with your business;

6. Not now or in the future in any jurisdiction apply for trade mark registration of any sign which is identical or confusingly similar to the Trade Marks and/or any other intellectual property rights owned by you;

7. Immediately retrieve all stocks of the Infringing Products including from all wholesale customers and deliver these stocks in accordance with clause 9 below;

8. Immediately remove, delete and destroy any and all material where any sign confusingly similar to the Trade Marks have been used, including removing all

references to the same from any websites we own or control, any social media

accounts, or from any online auction sites and provide written confirmation of the same from an authorised officer of this entity to MY SALAH MAT LIMITED within 7 calendar days of the date of these undertakings;

9. Deliver up to MY SALAH MAT LIMITED or an agent appointed by same at an address to be agreed within 14 calendar days of the date hereof

a. the Infringing Products for destruction at our own expense;
b. any design drawings and/or purchase and/or importation documentation relating to the Infringing Products in our possession, power, custody or

control;

  1. Provide you with a witness statement, endorsed with a Statement of Truth, from a fully authorised officer of this entity, attaching supporting documentation as referred to below, and to serve the same upon MY SALAH MAT LIMITED within 7 calendar days of the delivery up in clause 9 hereof stating:

    a. that all and any Infringing Products within our possession, power, custody or control have been delivered up to you or your agent as directed;

    b. that all and any purchase and/or importation documentation relating to the Infringing Products within our possession, power, custody or control have been delivered up to you;

    c. the number of Infringing Products manufactured or delivered to us and our group entities globally, together with copies of manufacture records and/or purchase orders;

    d. the number of Infringing Products currently held by us in our power, possession, custody or control and in the power, possession, custody or control of other group entities;

    e. the number of Infringing Products sold globally by us and our other group entities, together with copies of sales records;

    f. the cost to us and our group entities and sale price to our customers of the Infringing Products globally, together with supporting documentation;

    g. the global profit made by us and our other group entities in respect of the sale of the Infringing Products globally, together with supporting documentation;

    h. the details of any and all suppliers and/or manufacturers of the Infringing Products known to us including, without limitation, name, address, telephone number and email address;

  2. If we start legal process.
    Pay to you such damages or profits (at your election) relating to our infringing activities within 7 calendar days of being notified by you of the amount to be paid, such payment to be made to the following account:

  3. If we start legal process.
    Pay your legal expenses within 7 calendar days of receiving notification from you of the amount due, to the bank account detailed in clause 11 above.

We acknowledge that in the event that these Undertakings are not complied with in full, you will be entitled, without prejudice to any other rights and remedies available to you, to commence proceedings against us for trade mark infringement, passing off and/or breach of this contractual undertaking, whether in respect of such activities prior to our receipt of the Letter or subsequent to such date, and in such proceedings, you will be entitled to claim costs, damages and/or an account of profits, together with all appropriate ancillary relief, in respect of all such activities.

These undertakings shall apply to us and any of our associated companies and entities and shall bind all future assignees or successors in title.

The se undertakings shall be governed by and construed in accordance with English law (including non-contractual disputes or claims) and in relation to any legal action or proceedings arising out of or in connection with the same, we irrevocably submit to the exclusive jurisdiction of the English Courts (including for non-contractual disputes or claims).

references to the same from any websites we own or control, any social media

Dated this [   ] day of [   ] 2020
Signed for and behalf of [                          ]

Name: ................................................

Position: ................................................

Contact Phone Number: .................................

Company Name: ..........................................