Common use of Covenants of Licensor and Licensees Clause in Contracts

Covenants of Licensor and Licensees. (a) Licensees shall: (i) upon Licensor’s request and at Licensor’s expense, place a notice (reasonably acceptable to Licensor) in connection with Licensees’ external uses of the Xxxx Intellectual Property conveying to the public that the Xxxx Intellectual Property is owned by Licensor and used by Licensees under license; (ii) upon Licensor’s request and at Licensor’s expense, cooperate with Licensor in facilitating Licensor’s control of the nature and quality of the Licensed Uses, and all materials that bear the Xxxx Intellectual Property; (iii) upon Licensor’s request and at Licensor’s expense, cooperate with Licensor in connection with Licensor’s efforts to protect the Intellectual Property; (iv) maintain in strictest confidence all confidential or nonpublic information or material disclosed by Licensor and in the materials supplied hereunder in connection with the licenses granted herein, whether in writing or orally and whether or not marked as confidential, including but not limited to any algorithms, inventions, ideas, processes, computer system architecture and design, operator interfaces, operational systems, technical information, technical specifications, training and instruction manuals, and the like (except to the extent such information becomes publically available); and (v) limit disclosure of such confidential information to Licensees’ Representatives having a need to access the confidential information for the purpose of exercising rights granted hereunder and cause all of its Representatives having access to confidential information to agree to hold such in the strictest of confidence. (b) Licensor shall promptly reimburse Licensees for all costs and expenses incurred by Licensees in connection with Licensees’ obligations pursuant to Section 2.30(i)-(iii). Licensor’s reimbursement obligation pursuant to this Section 2.3(b) shall survive any termination of this Agreement and shall remain in full force and effect.

Covenants of Licensor and Licensees. (a) Licensees shall: (i) upon Licensor’s request and at Licensor’s expense, place a notice (reasonably acceptable to Licensor) in connection with Licensees’ external uses of the Xxxx Intellectual Property conveying to the public that the Xxxx Intellectual Property is owned by Licensor and used by Licensees under license; (ii) upon Licensor’s request and at Licensor’s expense, cooperate with Licensor in facilitating Licensor’s control of and right to inspect the nature and quality of the Licensed UsesLicensees’ use of the Xxxx Intellectual Property, and all materials that bear the Xxxx Intellectual Property; (iii) upon Licensor’s request and at Licensor’s expense, cooperate with Licensor in connection with Licensor’s efforts to protect the Intellectual Property; (iv) maintain the nature and quality of all goods and services marketed, sold, advertised, or provided by Licensee(s) under or in association with the Xxxx Intellectual Property using at least the quality of the goods and services provided by Licensor under the Xxxx Intellectual Property as of the Closing Date, and such other standards as Licensor may reasonably establish from time to time; (v) maintain in strictest confidence all confidential or nonpublic information or material disclosed by Licensor and in the materials supplied hereunder in connection with the licenses granted herein, whether in writing or orally and whether or not marked as confidential, including but not limited to any algorithms, inventions, ideas, processes, computer system architecture and design, operator interfaces, operational systems, technical information, technical specifications, training and instruction manuals, and the like (except to the extent such information becomes publically available); and (vvi) limit disclosure of such confidential information to Licensees’ Representatives having a need to access the confidential information for the purpose of exercising rights granted hereunder and cause all of its Representatives having access to confidential information to agree to hold such in the strictest of confidence. (b) Licensor shall promptly reimburse Licensees for all costs and expenses incurred by Licensees in connection with Licensees’ obligations pursuant to Section 2.30(i)-(iii2.3 (a)(i)-(iii). Licensor’s reimbursement obligation pursuant to this Section 2.3(b) shall survive any termination of this Agreement and shall remain in full force and effect.