Fact Pattern:

Ralph Products LP owns all rights in the cartoon character Ralph--a short, frumpy, bespectacled, eight-year-old for whom life never goes quite right. For reasons that no one can fathom, anything with a likeness of Ralph on it sells like hotcakes. Ralph LP has been making millions by licensing the trademark rights to use this character to different companies who manufacture and then market products bearing Ralph's likeness.

Merchandisers Extraordinaire, Inc., your employer, would like to enter into a license agreement with Ralph Products LP. Your employer has agreed to certain terms and would like you to assist in translating the business terms into contract concepts. For each question presented, choose the BEST contract concept(s) that captures the parties' intent based on multiple choice answers:

1. Merchandisers wants Ralph LP to give assurances that Merchandisersis the only one now with the right to sell trademarked caps and t-shirts in its territory andthat during the term of the contract Ralph LP will not grant anyone else a competing right.

Group of answer choices

A) Covenant; Right

B) Declaration; Discretionary Authority

C) Representation and Warranty; Declaration

D) Representation and Warranty; Covenant

E) Covenant; Condition

2. Merchandisers is to have an obligation to use commercially reasonable efforts to market the Ralph merchandise.If Merchandisers has any unsold merchandise on hand at the time the term ends, Ralph LP will buy that merchandise at cost.

Group of answer choices

A) Covenant; Declaration

B) Condition; Discretionary Authority

C) Condition; Representation and Warranty

D) Covenant; Condition

E) Covenant; Covenant

3. The parties have agreed that with respect to each year of the term of the contract,Merchandisers must pay royaltiesequal to 15% of all net sales.

Group of answer choices

A) Condition

B) Declaration

C) Covenant

D) Representation and Warranty

E) Discretionary Authority

F) Right

4. Merchandisers wants some kind of assurance in the contract:

(a) that Ralph LP actually owns what it is licensing; and

(b) that during the term of the license, Ralph LP will:

(i) enforce its intellectual property rights against all third parties; and

(ii) defend its licensees against all intellectual property claims of third parties.

Group of answer choices

A) Representation and Warranty; Covenant

B) Declaration; Covenant

C) Condition; Covenant

D) Representation and Warranty; Discretionary Authority

E) Representation and Warranty; Declaration

5. Ralph LP has a reputation for being quality crazy and always requires its licensees to submit samples of any item it intends to manufacture at least 30 days before the item is to go into production. Ralph LP then must either accept or reject the samples. If Ralph LP approves the item, then Merchandisers must manufacture it. If Ralph LP rejects the sample, it must explain in detail why it did so. After receipt of the rejection notice, Merchandisers may revise the sample and resubmit it for approval. If Ralph LP approves the revised sample, then Merchandisers must manufacture it.

Group of answer choices

A) Covenants; Declarations

B) Representations and Warranties; Discretionary Authority

C) Representations and Warranties; Covenants

D) Covenants; Conditions