Common use of Distributor Goodwill Clause in Contracts

Distributor Goodwill. The Parties agree that all use of the Trademarks by Distributor and its Affiliates and SubDistributors shall be for the sole and exclusive benefit of Distributor, and the goodwill and reputation accrued in connection with Distributor’s or any Affiliate’s or SubDistributor’s use of the Trademarks shall accrue solely to Distributor. The Parties agree that Cipher and its Affiliates will have no rights to use (or to authorize the use by any Third Party) any of the Trademarks. Notwithstanding the foregoing, in the event Cipher, or any of its Affiliates acquires any right, title or interest in or to or relating to the Trademarks for any reason, Cipher shall immediately assign, or cause to be assigned (in the case of Cipher’s Affiliates), at no cost to Distributor, all such right, title and interest, together with any related goodwill or reputation, to Distributor. Cipher or its Affiliates shall promptly execute all documents reasonably requested by Distributor in connection with such assignment.