Grant of Technology License. Subject to and in consideration of the terms and conditions of this Agreement, SPAR grants to the Company a non-transferable and non-exclusive license to use the Licensed Technology in the Territory (as defined in Annex A) for the purpose of providing Merchandising Services to customers located in the Territory during the Term (as defined below), subject to the following further conditions (such grant on such terms, the “Technology License”):
(i) The Technology License does not confer to the Company any right to view, modify or copy the SPAR Original Software, the SPAR Adapted Software or to access the source code of the SPAR Original Software and the SPAR Adapted Software unless SPAR expressly permits in writing except legitimate replication of the software permitted by law;
(ii) The sole permitted use of the licensed technology shall be operating a Merchandising Services business in the Territory;
(iii) The Company may make copies of the Documentation only as is necessary for the Company to use the Licensed Technology as expressly permitted by this Agreement;
(iv) The Company may not sublicense, assign or pledge the Technology License or any of the Licensed Technology;
(v) The Company may not offer or provide Merchandising Services outside of the Territory;
(vi) The Licensed Technology, including all SPAR Developments with respect thereto, shall remain at all times the sole and exclusive property of SPAR or its licensors and suppliers. Except for those modifications to the SPAR Adapted Software made by or at the direction of the Company, nothing within the terms of this Agreement shall be construed to confer a right upon the Company to license from SPAR any improvements, updates, derivative works or other changes to the SPAR Adapted Software; and
(vii) The Company Developments shall remain at all times the sole and exclusive property of the Company or its licensors and suppliers.
Grant of Technology License i. Licensor hereby grants to HAI and its Affiliates, for the term described in Section 9 worldwide, exclusive, sub-licensable, royalty-free (except for the royalties specified in Section 5 below) license to all Licensed Patents and any Licensed Know-How for use in connection with Products in the Territory.
ii. Notwithstanding the above grant of exclusivity:
a. ADNAS shall retain a limited right, during the term of this Agreement, to use its FiberTyping technology for Blended Products for the sole purposes of market surveys and to screen for species compliance. Such market surveys shall be used only for ADNAS’ internal purposes. In no event shall this limited right be construed as consent by HAI for ADNAS to use its FiberTyping technology to provide testing or verification of any Blended Products for any third party customers. ADNAS covenants and agrees that it will make no public claims and that it will not permit any other party to make any public claims relating to ADNAS’ use of the FiberTyping technology in relation to any Blended Product or that the cotton component of any Blended Product has been authenticated or verified by ADNAS without HAI’s prior written consent; and
b. ADNAS shall retain a limited right, during the term of this Agreement, to use in respect of cotton any of its GeoTyping technologies in connection with only the following: (1) governmental and quasi-governmental entities; (2) non-governmental (NGO) not-for-profit organizations; (3) non-commercial trade entities and associations; (4) compliance with commercial seed manufacturer’s seed licensing programs; and (5) the search for human trafficking.
iii. HAI and/or its Affiliates have no rights to any other intellectual property of Licensor other than the license granted hereunder to the Licensed Patents, Licensed Know-How, Signature T, and Typing Technologies, as well as the Backup License, for use in connection with Products in the Territory.
Grant of Technology License. (a) The Licensor grants to the Licensee, and the Licensee accepts from the Licensor, for the Term of this Agreement, the exclusive right, license and privilege to use the Technology in connection with the development, marketing, sale, and distribution of the Licensed Products within the Licensed Territory for use only in the Licensed Territory such license permitted hereunder being subject to the conditions contained in this Agreement (the “Technology License”).
(b) The Licensor grants to the Licensee, and the Licensee accepts from the Licensor, for the Term of this Agreement, the exclusive right, license and privilege to use the Technology in connection with the manufacture of the Licensed Products within the Manufacturing Licensed Territory such license permitted hereunder being subject to the conditions contained in this Agreement (the “Manufacturing Technology License”).
(c) Upon the request of the Licensor, the Licensee shall disclose and deliver promptly to the Licensor at the Licensor’s expense, subject to paragraph 6.4, any technology or know-how, including any inventions, which have been developed or acquired by the Licensee in connection with the development, marketing, sale, distribution and manufacture of the Licensed Products pursuant to the Licenses granted hereunder. The Licensee covenants and agrees that all rights in and to such technology and know-how shall be proprietary to the Licensor and shall be part of the Technology.
(d) Without limiting the generality of Section 2.1(a) or 2.1(b) above, upon the request of the Licensor, the Licensee shall cooperate fully to assist the Licensor to obtain any patents in Licensed Territory or Manufacturing Licensed Territory with the appropriate registry on inventions relating to Technology.
Grant of Technology License. 11.1. Subject to the terms and conditions in this Agreement, P2O hereby grants and conveys to Customer a non-exclusive license (the “License”) to use and apply the Licensed Technology in the Territory for the Term, solely for the processing of plastic feedstocks using Processing Equipment purchased from P2O and with catalyst purchased herein or as otherwise produced in the case of a Catalyst Supply Failure. Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) the Licensed Technology includes the Catalyst Technology only upon and only for the duration of a Catalyst Supply Failure during the Term, if any; and (ii) the License to use and apply the Catalyst Technology to produce catalysts, is granted only upon, and exists only for the duration of, a Catalyst Supply Failure during the Term, if any. Any projects developed by Customer shall have an exclusive license that will preclude the development of a project (by P2O or any other third party) within a radius determined by a population of a minimum of 1,000,000 people. In any case, the diameter of exclusivity shall not exceed 150 miles.
Grant of Technology License. FN hereby grants to SEA a license to use FN's dial-up client software, ad banner viewing and delivery technology, banner ad reporting software and system, default pages with news content, chat rooms, Xxxxx.xxx electronic mail system and related programs for complete implementation of Service including updates, revisions, improvements and modifications (together, the "Technology") within the Territory (as defined below) during the terms of this Agreement. The Technology is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Technology is being licensed, not sold, to SEA in accordance with the terms of this Agreement.
Grant of Technology License. As of the Effective Date, STI grants to BSTC, subject to the limitations of this License Agreement, an exclusive license, for a term of thirty years (subject to earlier termination as provided herein), without any right to sub-license, to use the Technology within the Territory solely to the extent needed to make, reproduce, and manufacture, the Product: (i) to market, sell, and offer for sale such Product solely for use within the Territory, in every instance only for Qualified Uses, and (ii) to sell such Product to STI and its designees for use outside the Territory pursuant to the terms of the Export Supply Agreement. For the avoidance of doubt, BSTC expressly agrees that this license to use the Technology shall not serve to restrict in any manner STI’s exercise of rights with regard to the Technology outside the Territory. As an express condition of this license, BSTC shall not have the right to modify or create derivative works of the Technology without the express permission of STI, nor to use the Technology to make, reproduce, manufacture, market, sell, or offer for sale any products other than the Product. All rights not expressly granted herein regarding the Technology are reserved to STI.
Grant of Technology License. Licensor hereby grants and conveys to Licensee, subject to the express limitations of this Agreement, a license to test, experiment with and use the First Prototype referred to in Article 3.0 below and upon accepting said First Prototype and making the Production Start-up Payment called for by Article 9.0, a worldwide exclusive license to make, use, sell, sub-license, or otherwise transfer the System or any component thereof in the Field of License but only in the Field of License, to use such certification mark(s), trademark(s) and/or other marking(s) on Licensed Products puxxxxnt to Article 14, and to disclose the System to its Authorized Sources and others necessary for its practice by Licensee and its sublicensees, subject, however, to the confidentiality duty set forth in Article 22.
Grant of Technology License. (a) Effective upon, and only upon, the Closing, the Sellers grant, and shall cause any other applicable members of the Seller Group to grant, to the Transferred Entities a limited, perpetual, non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, worldwide license to use the items set forth in Section 6.02(a)(i) of the Disclosure Letter (the “Licensed Technologies”) in connection with the products set forth in Section 6.02(a)(ii) of the Disclosure Letter (the “Transferred Products”), in each case solely to the extent the Licensed Technologies are incorporated into, and solely in the form provided in, the Transferred Products as of the Closing.
(b) If Buyers notify the Sellers after the Closing that the Licensed Technologies omit any Intellectual Property reasonably necessary for the Transferred Entities to use the Transferred Products and which was (i) owned by any member of the Seller Group on the date hereof and (ii) used by the Transferred Entities in connection with the Transferred Products prior to Closing, then as promptly as reasonably practicable after receipt of such notice, the Sellers shall, and shall cause any other applicable members of the Seller Group to, without further consideration, license such Intellectual Property to the Transferred Entities on terms substantially identical to the terms of the Licensed Technologies under Section 6.02(a); provided that no member of the Seller Group shall be required to incur any unreimbursed costs or expenses in connection with granting such license.
(c) The Seller Group shall retain all right, title and ownership of all Licensed Technologies (including all Copyrights, Patents, Trade Secrets, data or other intellectual or intangible property rights of any kind) provided to the Transferred Entities. The Buyers agree, and shall cause their Affiliates, not to reverse engineer or decompile the Licensed Technologies or otherwise use the Licensed Technologies for any purpose other than the operation of the Business.
(d) The Buyers and GLBE acknowledge and agree that the use of the Licensed Technologies is at their sole risk, and that neither the Sellers nor any other member of the Seller Group have any obligation to support or maintain the Licensed Technologies. The Licensed Technologies and related documentation are provided “AS IS” and without any warranty of any kind and the Sellers EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED ...
Grant of Technology License. Licensor hereby grants and conveys to Licensee, subject to the express limitations of this Agreement, a license to test, experiment with and use the First Prototype referred to in Article 3.0 below and upon accepting said First Prototype and making the Production Start-up Payment called for by Article 9.0, a worldwide exclusive license to make, use, sell, sublicense, or otherwise transfer the System or any component thereof in the Field of License but only in the Field of License, to use such certification mark(s), trademark(s) and/or other marking(s) on Licensed Products puxxxxnt to Article 14, and to disclose the System to its Authorized Sources and others necessary for its practice by Licensee and its sublicensees, subject, however, to the confidentiality duty set forth in Article 22. Except as provided by Article 8.4, Licensor acknowledges and agrees that it will not grant any rights in the Field of License to any person other than Licensee, nor will Licensor itself exercise any rights in the Field of License with regard to the System.
Grant of Technology License. 2.1 Subject to other terms and conditions set forth in this Agreement, the LICENSOR hereby grants to LICENSEE a personal, nontransferable (except if and as expressly provided below), nonexclusive right and license under the LETTERS PATENT, whether pending patent applications for CROSSOVER TECHNOLOGY or any Letter Patent that may issue therefrom, to manufacture, use, sell, offer for sale and commercialize the LICENSED PRODUCTS throughout the TERRITORY for the TERM OF THE AGREEMENT.
2.2 The right and license granted to LICENSEE under this Agreement does not include the right, directly or indirectly by implication, estoppel or otherwise, to sub-license another. The sale, lease or other disposition by LICENSEE of a LICENSED PRODUCT will not convey, by implication, estoppel or otherwise, to the party to which the LICENSED PRODUCT is sold, leased or otherwise transferred, any license or right under the LICENSED PRODUCTS including LETTERS PATENTS and TECHNICAL INFORMATION.
2.3 LICENSEE agrees that any written contract entered into by LICENSEE for the sale, lease or other disposition of LICENSED PRODUCTS shall include a statement in a form previously approved in writing by LICENSOR, such approval not to be unreasonably withheld, advising the purchaser of (i) the proprietary nature of the CROSSOVER TECHNOLOGY including identification of LETTERS PATENT and any patent pending designation, (ii) and an express acknowledgment that no right or license, by implication, estoppel or otherwise, in the LICENSED PRODUCT is granted to the purchaser.
