Licensee Undertakings. As a condition to the licenses granted hereunder, Keysight undertakes to Agilent that:
(a) Keysight shall not use the Licensed Marks (or any other Xxxx of Agilent) in any manner contrary to public morals, in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of Agilent or the Licensed Marks, or which might jeopardize or limit Agilent’s proprietary interest therein.
(b) Keysight shall not use the Licensed Marks or any other Agilent Xxxx in connection with any products other than the Licensed Products, including without limitation any other products sold and/or manufactured by Keysight.
(c) Keysight shall not: (i) misrepresent to any Person the scope of its authority under this License, (ii) incur or authorize any expenses or liabilities chargeable to Agilent or (iii) take any actions that would impose upon Agilent any obligation or liability to a Third Party other than obligations under this License or other obligations which Agilent expressly approves in writing for Keysight to incur on its behalf.
(d) All press releases and corporate advertising and promotions that embody the Licensed Marks and messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Marks.
Licensee Undertakings. Throughout the term of this Agreement the Licensee hereby undertakes to:
(a) use, reproduce, and improve the Product in accordance with all the laws in force throughout the Territory for the Term;
(b) use its reasonable commercial endeavours to preserve the value and validity of the Intellectual Property Rights;
(c) during the Term and thereafter the termination of this Agreement not to allow or facilitate the use nor exploit the Intellectual Property Rights in respect of the Product in a manner in any way detrimental to the operation of the Licensor pursuant to this Agreement and not at any time to contravene, deny, contest, contribute nor object to in any way directly or indirectly in respect of the rights subsisting in the Intellectual Property Rights and to take such steps as may be appropriate and available to the Licensee to prevent the infringement of any and all the rights subsisting in the Intellectual Property;
(d) refrain either by itself or through or in conjunction with any other person, directly or indirectly from being concerned in any activity which would or might have an adverse effect on the profitability of the Product;
(e) to use the Product only on or in connection with the ordinary course of its Business;
(f) treat as confidential the Confidential Information except that which at the time of its disclosure to the Licensee was generally available or subsequently became known to the public provided always that this covenant shall continue in full force and effect notwithstanding that this Agreement has terminated; and
(g) immediately notify the Licensor if the Licensee becomes aware of any unauthorised disclosure of, any Confidential Information.
Licensee Undertakings. The Licensee shall not represent itself as an agent of the Licensor for any purpose, nor pledge the Licensor's credit or give any condition or warranty or make any representation on the Licensor's behalf or commit the Licensor to any contracts. Further, the Licensee shall not without the Licensor's prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Software which are inconsistent with those contained in the Software documentation or promotional material supplied by the Licensor or otherwise incur any liability on behalf of the Licensor howsoever arising.
Licensee Undertakings. As a condition to the licenses granted hereunder, Purchaser undertakes to Seller that:
(a) Purchaser shall not use the Licensed Marks (or any other Trademark of Seller or Agilent) in any manner contrary to public morals, in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of Seller, Agilent or the Licensed Marks, or which might jeopardize or limit Seller’s or Agilent’s proprietary interest therein.
(b) Purchaser shall not use the Licensed Marks in connection with any products other than the Licensed Products, including without limitation any other products sold and/or manufactured by Purchaser. Notwithstanding the foregoing, Purchaser may use Seller Part Numbers in connection with Storage Products in a Family associated with a Licensed Product.
(c) Purchaser shall not: (i) misrepresent to any Person the scope of its authority under this License, or (ii) incur or authorize any expenses or liabilities chargeable to Seller or Agilent.
(d) Purchaser shall have adopted a customer facing corporate identity of its own by the Closing Date.
(e) In all external communications involving any use of the Licensed Marks on Corporate Identity Materials, Purchaser shall use reasonable best efforts to avoid confusion regarding the source of the communications.
Licensee Undertakings. As a condition to the licenses granted hereunder, Luminent undertakes to MRV that:
(a) Luminent shall not use the Licensed Marks (or any other Mark xx MRV) in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of MRV or the Licensed Marks, or which might jeopardize or limit MRV's proprietary interest therein.
(b) Luminent shall not use the Licensed Marks in connection with any products or services other than the Luminent Business Products.
(c) Luminent shall not (i) misrepresent to any Person the scope of its authority under this Agreement, (ii) incur or authorize any expenses or liabilities chargeable to MRV, or (iii) take any actions that would impose upon MRV any obligation or liability to a Third Party other than obligations under this Agreement, or other obligations which MRV expressly approves in writing for Luminent to incur on its behalf.
(d) All press releases and corporate advertising and promotions that embody the Licensed Marks and messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Marks.
Licensee Undertakings a. The licensee shall not, during the term of this agreement communicate or divulge to, or use for the benefit of, any other person, partnership, association, or corporation, any information or knowledge concerning the methods of manufacture, promotion, sale, or distribution used or employed by the Licensor in and about its business which may be communicated to the Licensee or which the Licensee may acquire by virtue of this operation under the terms of this agreement; nor will the Licensee do any willful prejudicial or injurious act to the business or goodwill of the Licensor.
b. During the term of this agreement, or upon its termination for any cause, the Licensee will not , directly or indirectly, enter the employment of, or render services to, any other person, partnership, association, or corporation engaged in the same or substantially similar business covered by this agreement in any area which can be reasonably termed competitive to the Licensor or any of its licensees; and during such term the licensee will not, within such territory, engage in such business on his own account, or hold out any interest therein, directly or indirectly, as an individual, partner, shareholder, director, consultant, independent contractor, officer, clerk, principal, agent, employee, trustee, or in any relation or capacity whatsoever.
c. Upon the termination of this agreement for any cause, the Licensee will immediately discontinue the use of all trade names, trademarks, signs, structures, and forms of advertising indicative of the Licensor or the business or products thereof, and will make or cause to be made such changes in signs, buildings, and structures as the Licensor shall reasonably direct so as to distinguish effectively the same from its former appearance and from any other of Licensor's places of business. If the Licensee shall upon request fail or omit to make such changes or cause them to be made, then the licensor shall have the right to enter upon the premises upon which such business is being conducted without being deemed guilty of trespass or any other tort, and shall have the right to make such charges or cause them to be made at the expense of the Licensee, which expense the Licensee shall pay on demand. The Licensee shall also on request of the Licensor, and upon the payment of the reasonable market value thereof, turn over and deliver to the Licensor, its representatives, agents or assignees, all matters and things bearing the trademark or trade n...
Licensee Undertakings. As a condition to the licenses granted hereunder, Palm undertakes to 3Com that:
(a) Palm shall not use the Licensed Marks (or any other Xxxx of 3Com) in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of 3Com or the Licensed Marks, or which might jeopardize or limit 3Com's proprietary interest therein.
(b) Palm shall not use the Licensed Marks in connection with any products or services other than the Palm Business Products.
(c) Palm shall not (i) misrepresent to any Person the scope of its authority under this Agreement, (ii) incur or authorize any expenses or liabilities chargeable to 3Com, or (iii) take any actions that would impose upon 3Com any obligation or liability to a Third Party other than obligations under this Agreement, or other obligations which 3Com expressly approves in writing for Palm to incur on its behalf.
(d) All press releases and corporate advertising and promotions that embody the Licensed Marks and messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Marks.
Licensee Undertakings. The Licensee shall at all times:
2.1 Only use the Data for the Permitted Purpose and for no other purpose whatsoever;
2.2 Not sub-license, copy (save for back-up and archival purposes), distribute, market, lease, sell, commercially exploit, loan or give away the data.
2.3 Notify the Licensor forthwith if the Licensee becomes aware of any unauthorised use of the data by any third party.
Licensee Undertakings. As a condition to the licenses granted hereunder, CESI undertakes to Catalytica that:
(a) CESI shall not use the Licensed Xxxx (or any other Xxxx of Catalytica) in any manner which is deceptive or misleading, which may be perceived to ridicule or to be derogatory to the Licensed Xxxx, or which may compromise or reflect unfavorably upon the goodwill, good name, reputation or image of Catalytica or the Licensed Xxxx.
(b) CESI shall not use the Licensed Xxxx in any manner in connection with any products or services other than the CESI Business Products.
(c) CESI shall not (i) misrepresent to any person the scope of its rights, authority and obligations under this Agreement, (ii) incur or authorize any expenses or liabilities chargeable to Catalytica, or (iii) take any actions that would impose upon Catalytica any obligation or liability to a Third Party other than obligations which Catalytica expressly approves in writing for CESI to incur on its behalf.
(d) All press releases and corporate advertising and promotions that embody the Licensed Xxxx and all messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Xxxx.
Licensee Undertakings. As a condition to the licenses granted hereunder, NPT undertakes to the Schlumberger Group that:
(a) NPT shall not use the Licensed Marks (or any other Xxxx of the Schlumberger Group) in any manner which is deceptive or misleading, which ridicules or is derogatory to the Licensed Marks, or which compromises or reflects unfavorably upon the goodwill, good name, reputation or image of the Schlumberger Group or the Licensed Marks, or which might jeopardize or limit the Schlumberger Group's proprietary interest therein.
(b) NPT shall not use the Licensed Marks in connection with any products or services other than the NPT Business Products.
(c) NPT shall not (i) misrepresent to any Person the scope of its authority under this Agreement, (ii) incur or authorize any expenses or liabilities chargeable to the Schlumberger Group, or (iii) take any actions that would impose upon the Schlumberger Group any obligation or liability to a Third Party other than obligations under this Agreement, or other obligations which the Schlumberger Group expressly approves in writing for NPT to incur on its behalf.
(d) All press releases and corporate advertising and promotions that embody the Licensed Marks and messages conveyed thereby shall be consistent with the high standards and prestige represented by the Licensed Marks.
