LICENSE AND GRANT. (a) Jennicor and the Licensee agree to develop one or more trademarks to designate the goods sold under the Xxxxxxxx Gucci Name, which marks are to be owned by Jennicor (the 'Jennicor Marks").
(b) Jennicor hereby grants to the Licensee, upon the terms and subject to the conditions of -this Agreement, the exclusive right to use the Xxxxxxxx Gucci Name and the Jennicor Marks upon, and in connection with, the manufacture of ladies' shoes (collectively, the "Products") in the United States, its territories and possessions, and (collectively, the "Territory"), and the marketing, sale and distribution of the Products under such name and marks (i) for resale to mass market, middle tier stores and specialty stores, department stores in the Territory; and (ii) directly to consumers through direct response television programming and other electronic media, including but not limited to the Internet.
(c) The Licensee shall manufacture and sell under the Xxxxxxxx Gucci Name and the Jennicor Marks using only those designs selected or approved by Jennicor. The Licensee shall not manufacture or sell products conforming to such designs except under the Xxxxxxxx Gucci Name and the Jennicor Marks in accordance herewith, nor shall the Licensee manufacture or sell such products outside the Territory or use the Xxxxxxxx Gucci Name or the Jennicor Marks in any manner outside the Territory.
(d) Jennicor shall remain free, but shall not be required, to grant to other parties the right to use the Xxxxxxxx Gucci Name and the Jennicor Marks: (i) for any purpose within or outside the Territory other than the manufacture and sale of the Products; and (ii) upon and in connection with the manufacture and sale of the Products outside of the Territory.
LICENSE AND GRANT. Licensor hereby grants to Licensee, upon the terms and conditions of this Agreement, the exclusive right and license to use the Marks and Associated Rights throughout the Territory (the "License") Licensor hereby reserves unto itself the exclusive right to utilize the Marks and Associated Rights within the Reserved Territory, provided, however, that without obtaining Licensee's prior written consent (which Licensee may withhold in its sole and absolute discretion), Licensor shall not have the right to open any restaurants within the Restricted Area utilizing the Marks or Associated Rights or grant any sublicenses or other rights to the Marks or Associated Rights for use therein. Nothing herein is intended to preclude or limit Licensor from relocating the NY Restaurant within the Reserved Territory (but outside of the Restricted Area) or from opening additional restaurants outside of the Restricted Area but within the Reserved Territory, which for purposes of this Agreement will not be deemed to be "Restaurants." Licensor specifically relinquishes any right to use the Marks and Associated Rights outside of the Reserved Territory.
LICENSE AND GRANT. (a) Licensor hereby grants to Licensee an exclusive (except as specifically set forth hereinafter) and non-assignable right and license in the United States of America and its territories and possessions and all countries throughout the world, excluding China and Taiwan (the "Territory") to use the Trademark in connection with the manufacture, distribution and sale by or for Licensee within the territory of only the following products produced from or containing fragrances, designs, styling and packaging approved by Licensor (the "Products"): Fragrances, cologne, perfume, after-shave lotion, deodorant, shaving cream, skin-care lotions and creams, cosmetics and related toiletry articles covered by Intl. Class 3 as defined by the US Patent and Trademark Office.
(b) Licensee shall have the right to use the Trademark solely for the Products. The Products shall be of high quality and designed, styled, packaged, manufactured, promoted, advertised, marketed and sold as a coordinated line or collection of fragrance and toiletry articles and according to the highest standards of the fragrance and cosmetics industry consistent with the high prestige of the Trademark. Licensee shall not use the Trademark in any combination or form in connection with any other products or in Licensee's trade or corporate names except as specifically provided for herein.
(c) Licensee shall use the Trademark only in connection with the Products produced from and containing fragrances, designs, styling and packaging approved by Licensor. The particular fragrances, articles and other Products manufactured, packaged, distributed or promoted using the Trademark shall not be sold or distributed by Licensee under any name, label, trademark, designation, or symbol other than the Trademark during the term of this Agreement. Licensee shall nevertheless have the right to use its corporate name "Azurel" on Products and on the packaging (which, for purposes of this Agreement shall include bags, tags and labels) for the Products in a type size appropriate for identification and not for display, provided that if such name appears on such packaging with the Trademark, the packaging shall contain such language as may be acceptable to Licensor to indicate the use of the Trademark by Licensee is pursuant to the license herein granted. Subject to the prior approval of Licensor, which will not be unreasonably withheld, and subject to such conditions as Licensor may reasonably require in connection therewit...
LICENSE AND GRANT. Subject to the term of XXXX, Nepoware grants you a single copy of limited, nonexclusive, and non-transferable license (without the right to sublicense) to use the Product Software solely on the Nepoware product that you own for your personal use with your home or business in the continental United States. The license includes the right to install the Product software on your computer and/or mobile device and to use the Product Software in conjunction with use of Nepoware hardware products and Services.
LICENSE AND GRANT. (a) Licensor hereby grants to Licensee an exclusive (even as to Licensor and its Affiliates (as defined below), royalty-bearing, sublicensable, right and license throughout the Territory to use Porcelana in connection with the design, development, manufacture, advertising, marketing, promotion, offering for sale, sale and distribution of products based upon or using Porcelana (hereinafter known as “Products”) within the Territory. Licensor covenants and agrees with Licensee that during the Term, Licensor shall not grant any license or similar right with respect to the Porcelana to any Affiliate or third party in the Territory. For purposes of this Agreement, the term “Affiliate” means any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first person or entity. As used in this definition of Affiliate, “control” and, with correlative meanings, the terms “controlled by” and “under common control with,” shall mean to possess the power to direct the management or policies of an entity, whether through: (a) direct or indirect beneficial ownership of fifty percent (50%) or more of the voting interest in such entity; (b) the right to appoint fifty percent (50%) or more of the directors or equivalent of such entity; or (c) by contract or otherwise.
(b) Except as set forth in this Agreement, Licensee shall not acquire any license or other intellectual property interest or other property right, by implication or otherwise, under or to any intellectual property or other property owned or controlled by Licensor or its Affiliates.
(c) Licensor represents and warrants that: (i) Licensor is the exclusive owner of all right, title and interest in and to Porcelana, including, without limitation, the Porcelana trademarks listed on Schedule A (the “Licensed Marks”); (ii) Licensor owns Porcelana free and clear of any: (a) liens, charges, security interests, and encumbrances or licenses that would conflict with or limit the scope of any of the rights or licenses granted to Licensee hereunder; and (b) claims or covenants that would conflict with or limit the scope of any of the rights or licenses granted to Licensee hereunder; (iii) Licensor has the full and exclusive right and authority to grant the license herein to Licensee; (iv) Licensor has not received any notice from any third party asserting or alleging that Porcelana or any product based upon or using Porcelana would infring...
