Common use of License to Google Trademarks Clause in Contracts

License to Google Trademarks. Subject to Google’s written approval prior to each use of a Google Trademark and to the terms and conditions of this Agreement, Google grants to Company a limited, nonexclusive and nonsublicensable license during the Term to display those Google Trademarks expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein as well as for advertising and marketing the Google Applications on Devices, subject to any restrictions listed in each Launch Addendum. Notwithstanding anything to the contrary, if Motorola materially breaches the Trademark license granted herein Google may revoke the license granted herein to use Google’s Trademarks upon providing Company with written notice thereof and a reasonable period of time to cease such usage as set forth in the Sell-Off Provisions provided herein. Furthermore, in its use of any Google Trademarks, Company agrees to adhere to the Google Mobile Branding Guidelines (as such Google Mobile Branding Guidelines are changed from time to time at Google’s sole discretion and Motorola shall have reasonable time to adjust to such changes) . If Google expressly approves a use of a Google Trademark that does not comply with the Google Mobile Branding Guidelines, then Company will not be in breach of this Section 7.2. 7.2.1 Prior to any distribution of Google Applications, the appearance and Implementation (as defined below) of such Google Applications shall be subject to Google’s prior written approval (not to be unreasonably withheld or delayed). Such appearance and Implementation shall adhere to the terms and conditions of this Agreement, including but not limited to the Google Brand Guidelines. For purposes of this Agreement, an “Implementation” shall mean the combination of the screen size, resolution, orientation, type of operating system and operating system version. For clarity and avoidance of doubt, once a particular appearance and Implementation of Google Applications has been approved for a specific model of a Device, Motorola shall be permitted, without further approval from Google (except for approval of language translations with respect to the appearance of the Google Applications), to use the same appearance and substantially similar Implementation for other models of Devices that have Implementations substantially similar to the specific model of Device for which Google has granted approval with respect to appearance and Implementation. If either party discovers material problems with the appearance or Implementation of the Google Applications, the parties agree to cooperate in good faith and to use commercially reasonable efforts to remedy such material problems as soon as practicable 7.2.2 Company shall not, and shall not allow any third party to produce any consumer packaging or materials for the Device that identifies or suggests that Google is the manufacturer of the Device. In this regard, Company shall ensure that any Device packaging or user guide produced by the Company identifies Company as the manufacturer of the Device and provides contact details in the applicable Territories in which the Device is distributed.

Appears in 2 contracts

Samples: Mobile Application Distribution Agreement (Motorola Mobility Holdings, Inc), Mobile Application Distribution Agreement (Motorola Mobility Holdings, Inc)

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License to Google Trademarks. Subject to Google’s written approval prior to each use of a Google Trademark and to the terms and conditions of this Agreement, Google grants to Company a limited, nonexclusive and nonsublicensable license during the Term to display those Google Trademarks expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein as well as for advertising and marketing the Google Applications on Devices, subject to any restrictions listed in each Launch Addendum. Notwithstanding anything to the contrary, if Motorola materially breaches the Trademark license granted herein Google may revoke the license granted herein to use Google’s Trademarks upon providing Company with written notice thereof and a reasonable period of time to cease such usage as set forth in the Sell-Off Provisions provided herein. Furthermore, in its use of any Google Trademarks, Company agrees to adhere to the Google Mobile Branding Guidelines (as such Google Mobile Branding Guidelines are changed from time to time at Google’s sole discretion and Motorola shall have reasonable time to adjust to such changes) . If Google expressly approves a use of a Google Trademark that does not comply with the Google Mobile Branding Guidelines, then Company will not be in breach of this Section 7.2.this 7.2.1 Prior to any distribution of Google Applications, the appearance and Implementation (as defined below) of such Google Applications shall be subject to Google’s prior written approval (not to be unreasonably withheld or delayed). Such appearance and Implementation shall adhere to the terms and conditions of this Agreement, including but not limited to the Google Brand Guidelines. For purposes of this Agreement, an “Implementation” shall mean the combination of the screen size, resolution, orientation, type of operating system and operating system version. For clarity and avoidance of doubt, once a particular appearance and Implementation of Google Applications has been approved for a specific model of a Device, Motorola shall be permitted, without further approval from Google (except for approval of language translations with respect to the appearance of the Google Applications), to use the same appearance and substantially similar Implementation for other models of Devices that have Implementations substantially similar to the specific model of Device for which Google has granted approval with respect to appearance and Implementation. If either party discovers material problems with the appearance or Implementation of the Google Applications, the parties agree to cooperate in good faith and to use commercially reasonable efforts to remedy such material problems as soon as practicable 7.2.2 Company shall not, and shall not allow any third party to produce any consumer packaging or materials for the Device that identifies or suggests that Google is the manufacturer of the Device. In this regard, Company shall ensure that any Device packaging or user guide produced by the Company identifies Company as the manufacturer of the Device and provides contact details in the applicable Territories in which the Device is distributed.

Appears in 1 contract

Samples: Mobile Application Distribution Agreement

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License to Google Trademarks. Subject to Google’s written approval prior to each use of a Google Trademark and to the terms and conditions of this Agreement, Google grants to Company a limited, nonexclusive and nonsublicensable license during the Term to display those Google Trademarks expressly authorized for use in this Agreement, solely for the purposes expressly set forth herein as well as for advertising and marketing the Google Applications on Devices, subject to any restrictions listed in each Launch Addendum. Notwithstanding anything to the contrary, if Motorola materially breaches the Trademark license granted herein Google may revoke the license granted herein to use Google’s Trademarks upon providing Company with written notice thereof and a reasonable period of time to cease such usage as set forth in the Sell-Off Provisions provided herein. Furthermore, in its use of any Google Trademarks, Company agrees to adhere to the Google Mobile Branding Guidelines (as such Google Mobile Branding Guidelines are changed from time to time at Google’s sole discretion and Motorola shall have reasonable time to adjust to such changes) . If Google expressly approves a use of a Google Trademark that does not comply with the Google Mobile Branding Guidelines, then Company will not be in breach of this Section 7.2. 7.2.1 Prior to any distribution of Google Applications, the appearance and Implementation (as defined below) of such Google Applications shall be subject to Google’s prior written approval (not to be unreasonably withheld or delayed). Such appearance and Implementation shall adhere to the terms and conditions of this Agreement, including but not limited to the Google Brand Guidelines. For purposes of this Agreement, an “Implementation” shall mean the combination of the screen size, resolution, orientation, type of operating system and operating system version. For clarity and avoidance of doubt, once a particular appearance and Implementation of Google Applications has been approved for a specific model of a Device, Motorola shall be permitted, without further approval from Google (except for approval of language translations with respect to the appearance of the Google Applications), to use the same appearance and substantially similar Implementation for other models of Devices that have Implementations substantially similar to the specific model of Device for which Google has granted approval with respect to appearance and Implementation. If either party discovers material problems with the appearance or Implementation of the Google Applications, the parties agree to cooperate in good faith and to use commercially reasonable efforts to remedy such material problems as soon as practicable 7.2.2 Company shall not, and shall not allow any third party to produce any consumer packaging or materials for the Device that identifies or suggests that Google is the manufacturer of the Device. In this regard, Company shall ensure that any Device packaging or user guide produced by the Company identifies Company as the manufacturer of the Device and provides contact details in the applicable Territories in which the Device is distributed. (Revd. 3/09) Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “[***]”.

Appears in 1 contract

Samples: Mobile Application Distribution Agreement

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