Licensed Marks. A. The Komen Affiliate is a licensee of Komen with respect to the Licensed Marks. The Komen Affiliate grants to Third Party a limited, non-exclusive sublicense to use the Licensed Marks during the term of this Agreement. Third Party shall be prohibited from transferring, sublicensing or assigning its rights to use the Licensed Marks. In the event of a breach of this Agreement by Third Party, Komen and/or the Komen Affiliate may require the removal of the Licensed Marks at any time from any materials developed in connection with the Event. The Komen Affiliate and Third Party agree that all right, title and interest in and to the Licensed Marks shall inure to the sole benefit of Komen.
B. Third Party grants to the Komen Affiliate a limited, non-exclusive license to use the Third Party name and logo provided by the Third Party for the sole purpose of acknowledging the Event; provided, however, that any other use by the Komen Affiliate of intellectual property rights owned by Third Party requires Third Party’s prior written consent.
Licensed Marks. Those trademarks (also known as “service marks”) listed in Exhibit B, as the same may be amended from time to time by mutual agreement of the Parties, together with all registrations therefor, all common law and other rights therein, and all goodwill accruing from the use thereof, throughout the world.
Licensed Marks. Subject to the terms and conditions of this Agreement (including Licensee’s timely payment of the fees hereunder), TradeBlock hereby grants to Licensee for the Term hereof a limited, revocable, non-exclusive, non-transferable, non-sublicensable license for Licensee to refer to TradeBlock’s name and logo (solely as furnished by TradeBlock to Licensee) and the Licensed Index names identified in the Order (collectively, with TradeBlock’s name and logo, the “Licensed Marks”), solely in connection with using the Licensed Indexes as authorized under this Agreement. Licensee shall only use the Licensed Marks in the form and manner prescribed by TradeBlock from time to time, and if TradeBlock notifies Licensee of any incorrect usage of any of the Licensed Marks in connection with the foregoing, Licensee will promptly correct such usage. All use by or on behalf of Licensee of any of the Licensed Marks, including any goodwill associated therewith, shall inure solely to the benefit of, and be under the control of, TradeBlock. Licensee shall provide reasonable assistance to TradeBlock in facilitating TradeBlock’s control of the nature and quality of all uses of the Licensed Marks upon request. As between the Parties, TradeBlock will have the sole right and discretion to determine whether the use of any of the Licensed Marks by Licensee complies with this Section.
Licensed Marks. (a) The Licensed Marks shall be used only in connection with the VSC Technology. LLC shall cause appropriate indicia of TMS's ownership of the Licensed Marks to appear on all promotional materials using the Licensed Marks.
(b) LLC may use its own trademarks in conjunction with the Licensed Marks.
(c) LLC acknowledges TMS's right to control quality regarding the nature and quality of the Licensed Software sold under the Licensed Marks. LLC agrees to the quality standards as TMS has or shall establish regarding the manner of the Licensed Marks' use. TMS reserves the right to inspect the use of the Licensed Marks and LLC agrees to provide examples of its use every six (6) months and as requested by TMS. All use of the Licensed Marks shall terminate upon the termination of this Agreement.
(d) LLC acknowledges the validity of TMS's ownership, right, title and interest in and to the Licensed Marks, including TMS's rights to register or to have registered as the owner of any or all of the Licensed Marks under the laws of any jurisdiction. All use of any of the Licensed Marks by LLC shall inure to the sole benefit of TMS in any and all jurisdictions. Notwithstanding the foregoing, if any of the Licensed Marks are found to be invalid or generic in a court of law or by a decision of the Trademark Office of any jurisdiction, and such decision is not appealed or is not ultimately overturned, then LLC shall no longer be required to treat the Licensed Marks as trademarks of TMS or to be bound by the restrictions of this Agreement concerning their use, in the nation in which the decision was rendered.
(e) LLC shall not at any time do or suffer to be done any act or thing which will in any way impair the rights of TMS in and to such Licensed Marks. If in the reasonable business judgment of TMS any act or failure to act by LLC constitutes a danger to the value or validity or ownership of any of the Licensed Marks, then TMS may in lieu of or in addition to any other remedy available to it (including termination of the License) give notice to LLC describing the danger and may suspend in whole or in part LLC's right to use the Licensed Marks, effective on LLC's receipt of the notice. The suspension shall continue until TMS reasonably determines that the danger no longer exists.
Licensed Marks. 4.1 CFA Institute hereby grants Society a revocable, nontransferable license to use the Licensed Marks within the NSA during the term of this LDSA for the following activities:
a) Society management meetings;
b) Member Society member meetings;
c) learning events;
d) professional development activities; and
e) networking functions Society’s business name, domain name, and logo shall not otherwise incorporate CFA Institute’s trademarks.
4.2 If Society is considering the introduction of any products or services for promotion, sale, or distribution either alone or in collaboration with a third party (New Product), which it wishes to be branded with the Licensed Marks, it should give reasonable notice thereof to CFA Institute. CFA Institute and Society will collaborate in good faith to ensure the success and, in particular, the quality and global/regional relevance (as appropriate) of the content of any proposed New Product. CFA Institute reserves the right to withhold the use of the Licensed Marks in relation to any New Product.
4.3 CFA Institute shall remain the sole owner of the Licensed Marks and is solely responsible for the protection of the Licensed Marks. All use by Society of the Licensed Marks, and any goodwill developed therein, shall incur to the benefit of CFA Institute. CFA Institute, from time to time, may request samples of use of the Licensed Marks. Society acknowledges and agrees that CFA Institute may in its sole discretion take action against any third party which it considers to be misusing the Licensed Marks.
4.4 Society shall:
a) not register or attempt to register the Licensed Marks with any trademark office or domain name registry;
b) use the appropriate trademark symbols and assist CFA Institute with protection of the Licensed Marks;
c) not revise or alter the Licensed Marks in any way;
d) display the Licensed Marks as set out in Schedule 1 and/or as specified by CFA Institute;
e) comply with CFA Institute branding guidelines as amended from time to time;
f) not merge the Licensed Marks with any other trademark, service mark, design, or other wording without the prior written approval of CFA Institute;
g) not enter into any kind of formal or informal co-branding arrangement or agreement without the prior written consent of CFA Institute;
h) not use the Licensed Marks in a manner that might harm, disparage, or otherwise reflect negatively upon CFA Institute or the CFA brand.
4.5 Nothing in this Agreement shall be deemed to limit Society...
Licensed Marks. Any recoveries resulting from an Action relating to a claim of Third Party Infringement shall first be applied against payment of each Party’s and its Affiliates’ reasonable out-of-pocket costs and expenses actually incurred in connection therewith, with any remaining amounts distributed to (a) the Company or its designated Affiliate to the extent that such recovery concerned a Third Party Infringement with respect to the Company Field and (b) Pfizer or its designated Affiliate to the extent that such recovery concerned a Third Party Infringement with respect to outside the Company Field.
Licensed Marks. Regional Franchisee covenants and agrees with Franchisor that:
(a) Regional Franchisee shall not represent in any manner that it has acquired any ownership rights in the Licensed Marks by virtue of this Agreement or its use of licensed marks.
(b) Regional Franchisee shall not use any of the Licensed Marks or marks which are or may be confusingly similar in its own corporation, partnership or business name.
(c) Any and all goodwill associated with the Uncle Al’s System and identified by the Licensed Marks (including all future characteristics, improvements and additions to or associated with the Uncle Al’s System) is Franchisor’s property and shall inure directly and exclusively to the benefit of Franchisor, and no monetary amount shall be assigned as attributable to any goodwill associated with Regional Franchisee’s use of the Licensed Marks upon the expiration or termination of this Agreement.
(d) Any use of the Licensed Marks other than as expressly authorized by this Agreement, without Franchisor’s prior or written consent, is an infringement of Franchisor’s rights therein. Regional Franchisee’s right to use the Licensed Marks granted herein does not extend beyond the termination or expiration of this Agreement.
Licensed Marks. In the event that Licensor changes or ceases the use of, or intends to change or cease the use of, any Licensed Xxxx in connection with the operation of Licensor’s business, Licensor may notify Licensee in writing. Upon Licensee’s receipt of such notice, Licensee shall, at its own cost and expense, promptly (in no event later than thirty (30) days after the date of such notice) change such Licensed Xxxx to the applicable new Licensed Xxxx or cease the use of such Licensed Xxxx, as applicable, in all instances where Licensee is using such Licensed Xxxx and in Licensee’s company name accordingly.
Licensed Marks. Those registered trademarks listed in Exhibit B, as the same may be amended from time to time by mutual agreement of the Parties, together with all common law and other rights in such trademarks, and all goodwill accruing from the use thereof, throughout the world.
Licensed Marks. Verizon owns, or has a license to use the Verizon Licensed Marks and XxXxxxXxxxx.xxx owns, or has a license to use the XxXxxxXxxxx.xxx Licensed Marks (the Verizon Licensed Marks and the XxXxxxXxxxx.xxx Licensed Marks are sometimes hereinafter collectively referred to as the "Licensed Marks"). Subject to the terms and conditions of this Agreement, each party hereby grants the other a non-transferable, royalty-free license, without the right to sublicense, to use the granting party's Licensed Marks solely in connection with (i) the performance of their obligations under this Agreement, and (ii) the promotion and marketing of the Co-Branded Yellow Pages Service (and the Co-Branded White Pages Service, in the event the parties agree to make a Co-Branded White Pages Service available pursuant to Section 5(a) of this Agreement) during the term of this Agreement. Each party shall have the right to control the nature and quality of the other's use of such party's Licensed Marks in connection with the promotion and marketing of the Co-Branded Yellow Pages Service and the Co-Branded White Pages Service. The parties further agree that any and all uses of the other's Licensed Marks shall inure to the other's benefit, and that they will not use any trademark, service xxxx, domain name or trade name that is identical, or confusingly similar, to any one or more of the other's Licensed Marks, except as permitted by this Agreement. For purposes of this Agreement, "Licensor" shall mean the party granting the foregoing license(s), and the "Licensee" shall mean the party to whom the forgoing license(s) are granted.
