Common use of Logo Licensing Clause in Contracts

Logo Licensing. (a) Each Party hereby grants the other Party a worldwide, non-exclusive, non-transferable, right and license to use the other Party’s Logo (the ACI Logo or the IBM Logo, as the case may be), such right and license to expire upon the effective date of the termination of the Base Alliance Agreements in accordance with Article VIII, solely on Marketing Materials and solely on the other Party’s Website in strict accordance with the terms of this Section 6.04. Each Party agrees to display and use the other Party’s Logo solely in the form, manner and style required by the IBM Logo Usage Guidelines and the ACI Logo Usage Guidelines listed in Annexes A and B, as applicable. (b) All ownership rights in each Party’s Logo belong exclusively to that Party. Neither Party has any ownership rights in the other Party’s Logo and shall not acquire any ownership rights in the other Party’s Logo as a result of its performance (or breach) of this Section 6.04. All use and goodwill created from such use of the other Party’s Logo or variations thereon shall inure solely to the benefit of the owning Party. Upon termination of this Agreement all rights to use the other Party’s Logo shall terminate immediately except as otherwise provided herein. (c) Each Party agrees: (i) not to take any action which will interfere with any of the other Party’s rights in and to the other Party’s Logo; (ii) not to challenge the other Party’s right, title or interest in and to its Logo or the benefits therefrom; (iii) not to make any claim or take any action adverse to the other Party’s ownership of its Logo; (iv) not to register or apply for registrations, anywhere, for the other Party’s Logo or any other xxxx which is similar to the other Party’s Logo or which incorporates the other Party’s Logo; and (v) not to use any xxxx, anywhere, which is confusingly similar to the other Party’s Logo. (d) Each Party agrees that it is of fundamental importance that each Party’s Website and Marketing Materials bearing the other Party’s Logo be of the highest quality and integrity and that each Party’s Logo be properly used and displayed. For that reason, each Party shall present its proposed use of the other Party’s Logo, and any significant variations in any previously approved use, on its Website or Marketing Materials to the other Party for approval no less than 20 days prior to its proposed use and shall not make use of the other Party’s Logo or any significant variation thereof until such approval is received in writing from the other Party. Failure to meet the quality standards set forth in this Section 6.04(d) shall be deemed to be a breach hereof for which this Agreement may be terminated by the Terminating Party in accordance with Section 8.02 (including the provisions thereof with respect to notice, cure and remedy). (e) Each Party agrees to notify the other Party within ten Business Days if it becomes aware of: (i) any uses of, or any application or registration for, a trademark, service xxxx or trade name that conflicts with or is confusingly similar to the other Party’s Logo; (ii) any acts of infringement or unfair competition involving the other Party’s Logo; or (iii) any allegations or claims whether or not made in a lawsuit, that the use of either Logo by either Party infringes the trademark or service xxxx or other rights of any other entity. (f) Each Party may, but shall not be required to, take whatever action it, in its sole discretion, deems necessary or desirable to protect the validity and strength of its Logo at its sole expense. Each Party agrees to comply with all reasonable requests from the other Party for assistance in connection with any action with respect to the other Party’s Logo that the other Party may choose to take. Neither Party shall institute or settle any claims or litigation affecting any rights in and to the other Party’s Logo without the other Party’s prior written approval. (g) Neither Party may, either directly or indirectly, sublicense, assign or in any way encumber the license granted pursuant to clause (a) of this Section 6.04. Any attempt to do so shall (i) be void and of no effect, (ii) be deemed to be a breach hereof for which this Agreement may be terminated by the Terminating Party in accordance with Section 8.02 (including the provisions thereof with respect to notice, cure and remedy) and (iii) result in the termination of the license granted pursuant to clause (a) of this Section 6.04 effective immediately upon receipt of a notice so stating.

Logo Licensing. (a) Each Party hereby grants the other Party a worldwide, non-exclusive, non-transferable, right and license to use the other Party’s Logo (the ACI Logo or the IBM Logo, as the case may be), such right and license to expire upon the effective date of the termination of the Base Alliance Agreements in accordance with Article VIII, solely on Marketing Materials and solely on the other Party’s Website in strict accordance with the terms of this Section 6.04. Each Party agrees to display and use the other Party’s Logo solely in the form, manner and style required by the IBM Logo Usage Guidelines and the ACI Logo Usage Guidelines listed in Annexes A and B, as applicable. (b) All ownership rights in each Party’s Logo belong exclusively to that Party. Neither Party has any ownership rights in the other Party’s Logo and shall not acquire any ownership rights in the other Party’s Logo as a result of its performance (or breach) of this Section 6.04. All use and goodwill created from such use of the other Party’s Logo or variations thereon shall inure solely to the benefit of the owning Party. Upon termination of this Agreement all rights to use the other Party’s Logo shall terminate immediately except as otherwise provided herein. (c) Each Party agrees: (i) not to take any action which will interfere with any of the other Party’s rights in and to the other Party’s Logo; (ii) not to challenge the other Party’s right, title or interest in and to its Logo or the benefits therefrom; (iii) not to make any claim or take any action adverse to the other Party’s ownership of its Logo; (iv) not to register or apply for registrations, anywhere, for the other Party’s Logo or any other xxxx mxxx which is similar to the other Party’s Logo or which incorporates the other Party’s Logo; and (v) not to use any xxxxmxxx, anywhere, which is confusingly similar to the other Party’s Logo. (d) Each Party agrees that it is of fundamental importance that each Party’s Website and Marketing Materials bearing the other Party’s Logo be of the highest quality and integrity and that each Party’s Logo be properly used and displayed. For that reason, each Party shall present its proposed use of the other Party’s Logo, and any significant variations in any previously approved use, on its Website or Marketing Materials to the other Party for approval no less than 20 days prior to its proposed use and shall not make use of the other Party’s Logo or any significant variation thereof until such approval is received in writing from the other Party. Failure to meet the quality standards set forth in this Section 6.04(d) shall be deemed to be a breach hereof for which this Agreement may be terminated by the Terminating Party in accordance with Section 8.02 (including the provisions thereof with respect to notice, cure and remedy). (e) Each Party agrees to notify the other Party within ten Business Days if it becomes aware of: (i) any uses of, or any application or registration for, a trademark, service xxxx mxxx or trade name that conflicts with or is confusingly similar to the other Party’s Logo; (ii) any acts of infringement or unfair competition involving the other Party’s Logo; or (iii) any allegations or claims whether or not made in a lawsuit, that the use of either Logo by either Party infringes the trademark or service xxxx mxxx or other rights of any other entity. (f) Each Party may, but shall not be required to, take whatever action it, in its sole discretion, deems necessary or desirable to protect the validity and strength of its Logo at its sole expense. Each Party agrees to comply with all reasonable requests from the other Party for assistance in connection with any action with respect to the other Party’s Logo that the other Party may choose to take. Neither Party shall institute or settle any claims or litigation affecting any rights in and to the other Party’s Logo without the other Party’s prior written approval. (g) Neither Party may, either directly or indirectly, sublicense, assign or in any way encumber the license granted pursuant to clause (a) of this Section 6.04. Any attempt to do so shall (i) be void and of no effect, (ii) be deemed to be a breach hereof for which this Agreement may be terminated by the Terminating Party in accordance with Section 8.02 (including the provisions thereof with respect to notice, cure and remedy) and (iii) result in the termination of the license granted pursuant to clause (a) of this Section 6.04 effective immediately upon receipt of a notice so stating.

Logo Licensing. (a) Each Party hereby grants the other Party a worldwide, non-exclusive, non-transferable, right and license to use the other Party’s Logo (the ACI Logo or the IBM Logo, as the case may be), such right and license to expire upon the effective date of the termination of the Base Alliance Agreements in accordance with Article VIII, solely on Marketing Materials and solely on the other Party’s Website in strict accordance with the terms of this Section 6.04. Each Party agrees to display and use the other Party’s Logo solely in the form, manner and style required by the IBM Logo Usage Guidelines and the ACI Logo Usage Guidelines listed in Annexes A and B, as applicable. (b) All ownership rights in each Party’s Logo belong exclusively to that Party. Neither Party has any ownership rights in the other Party’s Logo and shall not acquire any ownership rights in the other Party’s Logo as a result of its performance (or breach) of this Section 6.04. All use and goodwill created from such use of the other Party’s Logo or variations thereon shall inure solely to the benefit of the owning Party. Upon termination of this Agreement all rights to use the other Party’s Logo shall terminate immediately except as otherwise provided herein. (c) Each Party agrees: : (i) not to take any action which will interfere with any of the other Party’s rights in and to the other Party’s Logo; ; (ii) not to challenge the other Party’s right, title or interest in and to its Logo or the benefits therefrom; ; (iii) not to make any claim or take any action adverse to the other Party’s ownership of its Logo; ; (iv) not to register or apply for registrations, anywhere, for the other Party’s Logo or any other xxxx which is similar to the other Party’s Logo or which incorporates the other Party’s Logo; and and (v) not to use any xxxx, anywhere, which is confusingly similar to the other Party’s Logo. (d) Each Party agrees that it is of fundamental importance that each Party’s Website and Marketing Materials bearing the other Party’s Logo be of the highest quality and integrity and that each Party’s Logo be properly used and displayed. For that reason, each Party shall present its proposed use of the other Party’s Logo, and any significant variations in any previously approved use, on its Website or Marketing Materials to the other Party for approval no less than 20 days prior to its proposed use and shall not make use of the other Party’s Logo or any significant variation thereof until such approval is received in writing from the other Party. Failure to meet the quality standards set forth in this Section 6.04(d) shall be deemed to be a breach hereof for which this Agreement may be terminated by the Terminating Party in accordance with Section 8.02 (including the provisions thereof with respect to notice, cure and remedy). (e) Each Party agrees to notify the other Party within ten Business Days if it becomes aware of: : (i) any uses of, or any application or registration for, a trademark, service xxxx or trade name that conflicts with or is confusingly similar to the other Party’s Logo; ; (ii) any acts of infringement or unfair competition involving the other Party’s Logo; or or (iii) any allegations or claims whether or not made in a lawsuit, that the use of either Logo by either Party infringes the trademark or service xxxx or other rights of any other entity. (f) Each Party may, but shall not be required to, take whatever action it, in its sole discretion, deems necessary or desirable to protect the validity and strength of its Logo at its sole expense. Each Party agrees to comply with all reasonable requests from the other Party for assistance in connection with any action with respect to the other Party’s Logo that the other Party may choose to take. Neither Party shall institute or settle any claims or litigation affecting any rights in and to the other Party’s Logo without the other Party’s prior written approval. (g) Neither Party may, either directly or indirectly, sublicense, assign or in any way encumber the license granted pursuant to clause (a) of this Section 6.04. Any attempt to do so shall (i) be void and of no effect, (ii) be deemed to be a breach hereof for which this Agreement may be terminated by the Terminating Party in accordance with Section 8.02 (including the provisions thereof with respect to notice, cure and remedy) and (iii) result in the termination of the license granted pursuant to clause (a) of this Section 6.04 effective immediately upon receipt of a notice so stating.