Labeling Elements License Sample Clauses

The "Labeling Elements; License" clause defines the rules and permissions regarding the use of specific labels, trademarks, or branding elements associated with a product or service. It typically outlines which party is allowed to use these elements, under what conditions, and for what purposes, such as marketing, packaging, or distribution. For example, a manufacturer may be granted a limited license to use a brand's logo on packaging, provided they adhere to certain quality standards. This clause ensures that intellectual property rights are respected and that the use of branding elements is controlled, thereby protecting the brand's integrity and preventing unauthorized or inappropriate use.
Labeling Elements License. A. Buyer’s Responsibilities, Representations and Warranties. Notwithstanding any other provision set forth in this Agreement, it is specifically understood and agreed that all labels utilized in connection with the Products, including but not limited to the design, content, wording, artwork, label features and Marks (as defined below) (as such may be changed from time to time, “Labeling Elements”) shall be determined by Buyer, and Buyer shall be solely responsible therefor, including but not limited to their compliance with all applicable federal, state and local laws, rules and regulations. Buyer represents and warrants to Supplier that, at all times during the Term (i) all Labeling Elements do and will comply with all applicable federal, state and local laws, rules and regulations, and (ii) Buyer is and will be the exclusive owner of, or will have the enforceable license or right to use, any and all designs, logos, trademarks (registered or unregistered), service marks, trade names and trade dress (collectively, the “Marks”) included within the Labeling Elements. Buyer further represents and warrants to Supplier that, at all times during the Term, Buyer has and shall have all requisite right, power and authority to grant the license described in Paragraph C of this Section 7, and such license, and Supplier’s use of the Labeling Elements pursuant hereto, shall not violate or infringe upon any copyright, proprietary right or other right of any third party.
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Labeling Elements License. Subject in all cases to the terms of Section 7.4 hereof: 7.1 All labels utilized in connection with the Products, including but not limited to the design, content, wording, artwork, label features and Marks (as defined below) (as such may be changed from time to time, “Labeling Elements”) shall be determined by (Omitted), and (Omitted) shall be solely responsible therefor, including but not limited to their compliance with all applicable federal, state and local laws, rules and regulations. (Omitted) represents and warrants to Nanochem that, to (Omitted) knowledge, at all times during the Term (i) all Labeling Elements do and will comply with all applicable federal, state and local laws, rules and regulations, and (ii) (Omitted) is and will be the owner of, or will have the enforceable license or right to use, any and all designs, logos, trademarks (registered or unregistered), service marks, trade names and trade dress (collectively, the “Marks”) included within the Labeling Elements. (Omitted) further represents and warrants to Nanochem that, to (Omitted) knowledge, at all times during the Term, (Omitted) has and shall have all requisite right, power and authority to grant the license described in Section 7.3, and such license, and N▇▇▇▇▇▇▇’s use of the Labeling Elements pursuant hereto, shall not violate or infringe upon any copyright, proprietary right or other right of any third party; 7.2 (Omitted) shall provide Nanochem with all drawings and other artwork necessary for manufacturing and packaging the Products in accordance with all mutually agreed upon Specifications, all of which will be the sole property of (Omitted) and will be returned to (Omitted) by Nanochem upon the expiration or termination of this Agreement; 7.3 During the Term, (Omitted) grants to Nanochem a non-exclusive, royalty-free license to use all applicable Labeling Elements (including the Marks contained therein), patents, Specifications and formulas in connection with manufacturing, packaging and selling Products to (Omitted) in strict accordance with the terms of this Agreement; and 7.4 Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, N▇▇▇▇▇▇▇’s procurement of all components necessary to deliver the Products to (Omitted) (including, without limitation, any Nanochem Materials, Nanochem Equipment, Labeling Elements and Specifications) are included in the Prices set forth on Schedule 1 hereto (as may be adjusted from time to time in accorda...
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Labeling Elements License 
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  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

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