Common use of Limited Trademark License Clause in Contracts

Limited Trademark License. Licensor agrees to grant Licensee a limited license to use the Licensor trademark listed on Exhibit B (“Licensed Mxxx”) solely on Licensee packaging of Qualified Products and on marketing materials used for promotion of Qualified Products in the Territory, provided that: (a) Licensee obtains Licensee prior written consent of each particular item (such as product package or marketing brochure) on which the Licensed Mxxx will be used, which consent may be withheld at Licensor’s discretion, in order to maintain the quality of the mxxx; and (b) Licensee does not use any Licensed Mxxx except on a package or marketing material that has been approved by Licensor as provided in the above clause (a); and (c) Licensee provides Licensor, on written request, with a sample of each and every item bearing a Licensed Mxxx (including a sample of actual Qualified Product for sale) that Licensee is at the time using or distributing, for Licensor’s review to assure that the Licensed Product and the items bearing the marks are of sufficient and appropriate quality, to preserve Licensor’s rights in the Licensed Marks. Licensor shall have the right to terminate the foregoing trademark license if it determines that (x) Licensee has violated any of the terms of this Paragraph 5.5, or (y) Licensee’s use of Licensed Marks is in a manner that has materially adversely affected, or likely will adversely affect, Licensor’s rights in a Licensed Mxxx. For clarity, Licensee covenants that it and its Affiliates, distributors and sublicensees shall not, in marketing, promoting or selling Licensed Products, make any reference to Licensor and or any indication that Licensor approves the quality or performance of any Licensed Products.

Appears in 2 contracts

Samples: License and Supply Agreement (Diadexus, Inc.), License and Supply Agreement (Diadexus, Inc.)

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Limited Trademark License. Licensor agrees (a) Distributor is authorized to grant Licensee use the T3 Motion trademarks, service marks and trade names (the “Marks”) as identified in Exhibit C under the terms and conditions contained therein, solely in connection with the promotion, sale and marketing of the Product. Any unauthorized use or misuse of the Marks or any use which is not in compliance with T3 Motion’s procedures is a breach of this Agreement. The Marks are and shall remain the exclusive property of T3 Motion. T3 Motion grants Distributor only a limited license to reproduce the Marks to promote and market the Product during the Initial Term and any Renewal Term(s). All Logos and markings are to remain on the Product as it is shipped by T3 Motion. Alteration(s) to any Product must receive prior approval from T3 Motion. Any such use the Licensor of a Xxxx by Distributor must correctly attribute ownership of such xxxx to T3 Motion and must be in accordance with applicable law and T3 Motion’s then-current trademark listed usage guidelines. Distributor will not remove or obscure any Marks on Exhibit B (“Licensed Mxxx”) solely on Licensee packaging of Qualified Products and on marketing materials used for promotion of Qualified Products or in the TerritoryProducts. Distributor agrees that nothing in this Agreement gives it any right, provided that: (a) Licensee obtains Licensee prior written consent of each particular item (such as product package title or marketing brochure) on which the Licensed Mxxx will be used, which consent may be withheld at Licensor’s discretion, in order to maintain the quality of the mxxx; and (b) Licensee does not use any Licensed Mxxx except on a package or marketing material that has been approved by Licensor as provided interest in the above clause Marks (a); and (c) Licensee provides Licensor, on written request, with a sample of each and every item bearing a Licensed Mxxx (including a sample of actual Qualified Product for sale) that Licensee is at the time using or distributing, for Licensor’s review to assure that the Licensed Product and the items bearing the marks are of sufficient and appropriate quality, to preserve Licensor’s rights in the Licensed Marks. Licensor shall have except the right to terminate use the foregoing trademark license if it determines that (x) Licensee has violated any of Marks in accordance with the terms of this Paragraph 5.5Agreement), and that the Marks are the sole property of T3 Motion and its affiliates. Distributor shall not contest the validity or ownership of the Marks or T3 Motion’s right to license the Marks. Distributor agrees that any and all uses by Distributor of the Marks and the goodwill arising therefore shall be limited to the identification of Distributor as an authorized Distributor of Products. Distributor will not seek to register, re-register, assert claim to ownership of, license or allow others to use, or (y) Licensee’s use otherwise appropriate to itself any of Licensed the Marks is in a manner that has materially adversely affectedor any xxxx or name confusingly similar thereto, or likely the goodwill symbolized by any of the foregoing without obtaining the prior written approval of T3 Motion. Distributor will adversely affect, Licensorat no time contest or aid in contesting the validity of ownership of any Xxxx or take any action in derogation of T3 Motion’s rights in a Licensed Mxxx. For clarityherein, Licensee covenants including, without limitation, selling any product or applying to register any trademark, trade name or other designation that it and its Affiliates, distributors and sublicensees shall not, in marketing, promoting or selling Licensed Products, make is confusingly similar to any reference to Licensor and or any indication that Licensor approves the quality or performance of any Licensed ProductsXxxx.

Appears in 1 contract

Samples: Distribution Agreement (T3 Motion, Inc.)

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Limited Trademark License. Licensor agrees Subject to grant Licensee the terms and conditions set forth in this Agreement, Bolt grants to VEGAMOUR a non-exclusive, non-transferable, non-assignable license with limited license rights to sublicense only to the extent reasonably necessary to effect performance of the activities contemplated in this Agreement by contractors of VEGAMOUR on behalf of VEGAMOUR (e.g., granting sublicenses to YouTube or bloggers/influencers), to use the Licensor trademark listed on Exhibit B bSilk Mark, solely in connection with any advertising, marketing or promotion of the Haircare Products by VEGAMOUR (“Licensed MxxxMarketing Activities”) solely or the distribution or sale of such Haircare Products (the “Trademark License”). VEGAMOUR shall be liable for any misrepresentation of claims or violation of advertising or labeling laws relating to the Haircare Products made by VEGAMOUR. VEGAMOUR shall use reasonable efforts to use the bSilk Mark on Licensee label packaging of Qualified Products and on marketing materials used for promotion of Qualified Products produced in the Territory. The use of the bSilk Mark shall be proper trademark use, and VEGAMOUR or its customers shall use the appropriate trademark notice symbol (i.e., ® or ™) and shall indicate the bSilk Mark is a trademark of Bolt where reasonable possible to do so (the “Trademark Marking”). VEGAMOUR acknowledges that the bSilk Mark licensed hereby shall remain the property of Bolt and that all goodwill in the bSilk Mark shall inure to Bolt's benefit, and that no right or license concerning or interest in such marks is granted or shall accrue except as provided that: (a) Licensee obtains Licensee prior written consent above. As a condition of each particular item (such as product package or marketing brochure) on which the Licensed Mxxx will be usedTrademark License, which consent may be withheld VEGAMOUR acknowledges and agrees that the nature and quality of all products bearing the bSilk Mark shall be, at Licensor’s discretiona minimum, in order to maintain accordance with generally accepted standards for such products in the industry, at least of the same quality of the mxxx; and (b) Licensee does not use any Licensed Mxxx except on a package or marketing material that has been approved by Licensor as provided in the above clause (a); and (c) Licensee provides Licensor, on written other VEGAMOUR branded products. Upon request, with a sample VEGAMOUR shall provide representative samples of each and every item bearing a Licensed Mxxx (including a sample of actual Qualified Product for sale) that Licensee is at the time using or distributing, for Licensor’s review products containing bSilk Powder to assure that the Licensed Product and the items bearing the marks are of sufficient and appropriate quality, to preserve Licensor’s rights in the Licensed Marks. Licensor shall have the right to terminate the foregoing trademark license if it determines that (x) Licensee has violated any of the terms of this Paragraph 5.5, or (y) Licensee’s use of Licensed Marks is in a manner that has materially adversely affected, or likely will adversely affect, Licensor’s rights in a Licensed Mxxx. For clarity, Licensee covenants that it and its Affiliates, distributors and sublicensees shall not, in marketing, promoting or selling Licensed Products, make any reference to Licensor and or any indication that Licensor approves the quality or performance of any Licensed ProductsBolt.

Appears in 1 contract

Samples: Supply and License Agreement (Golden Arrow Merger Corp.)

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