Common use of Mutual Licenses Clause in Contracts

Mutual Licenses. (a) To the extent that FirstService has the right to grant same without additional cost or expense and subject to any obligations that FirstService may owe to any third party in respect of same, FirstService hereby grants to FSV Holdco in each of the jurisdictions where FirstService has the right to do so, effective as at the Reorganization Time, the non-exclusive, royalty free right to use the Colliers Licensed Intellectual Property in the Separated Businesses: (i) in the same manner and for the same purposes as such was used in such businesses prior to the Reorganization Time; and (ii) to the extent that same can be shown from the Records of FSV Holdco, in the manner contemplated by FSV Holdco prior to the Reorganization Time for use in the Separated Businesses. (b) To the extent that FSV Holdco has the right to grant same without additional cost or expense and subject to any obligations that FSV Holdco may owe to any third party in respect of same, FSV Holdco hereby grants to FirstService in each of the jurisdictions where FSV Holdco has the right to do so, effective as at the Reorganization Time, the non-exclusive, royalty free right to use the FSV Holdco Licensed Intellectual Property in the Colliers Businesses: (i) in the same manner and for the same purposes as such was used in such businesses prior to the Reorganization Time; and (ii) to the extent that same can be shown from the Records of FirstService, in the manner contemplated by FirstService prior to the Reorganization Time for use in the Colliers Businesses. (c) The license granted in subsection 2.10(a) shall not result in the assignment of any of FirstService's rights in or to such Colliers Licensed Intellectual Property or result in any obligation of FirstService to register, enforce or maintain such Colliers Licensed Intellectual Property, to provide or deliver any copy of same, or to grant FSV Holdco any right to do so on its own or on behalf of FirstService; provided however, FSV Holdco may register, enforce or maintain any of such Colliers Licensed Intellectual Property to the extent required in order to protect FSV Holdco's interests in same in the Separated Businesses to the extent that FirstService has not registered, enforced or maintained same and FirstService shall cooperate with and provide all necessary assistance to FSV Holdco in connection therewith. All such Colliers Licensed Intellectual Property is provided on an "as is", "where is" and "with all faults" basis and FirstService expressly disclaims any and all representations, warranties and conditions, express or implied, in respect of same. (d) The license granted in subsection 2.10(b) shall not result in the assignment of any of FSV Holdco's rights in or to such FSV Holdco Licensed Intellectual Property or result in any obligation of FSV Holdco to register, enforce or maintain such FSV Holdco Licensed Intellectual Property, to provide or deliver any copy of same, or to grant FirstService any right to do so on its own or on behalf of FSV Holdco; provided however, FirstService may register, enforce or maintain any of such FSV Holdco Licensed Intellectual Property to the extent required in order to protect FirstService's interests in same in the Colliers Businesses to the extent that FSV Holdco has not registered, enforced or maintained same and FSV Holdco shall cooperate with and provide all necessary assistance to FirstService in connection therewith. All such FSV Holdco Licensed Intellectual Property is provided on an "as is", "where is" and "with all faults" basis and FSV Holdco expressly disclaims any and all representations, warranties and conditions, express or implied, in respect of same. (e) FirstService and FSV Holdco shall not use the FSV Holdco Licensed Intellectual Property and the Colliers Licensed Intellectual Property, respectively, in a manner which may result in the loss thereof. (f) FirstService and FSV Holdco agree that the fair market values of the mutual licenses granted above are expected to be the same. (g) The licenses contained in subsections 2.10(a) and 2.10(b) shall include the right to permit third parties to use such Intellectual Property on behalf of and for the benefit of the licensee and shall include the right to practice and otherwise fully exploit such Intellectual Property provided that such licenses shall not include the right to grant licenses to third parties other than as expressly provided in this subsection 2.10(g). (h) Consistent with the provisions of Section 12.2, upon the reasonable request of another Party, each Party shall cooperate with the other Parties and execute and deliver, from time to time, such additional software, patent or other license agreements, consistent with the terms of this Agreement, as may reasonably be required in order to effectuate the provisions and purposes of this Agreement and, in particular, the licenses set out in subsections 2.10(a) and 2.10(b). (i) Notwithstanding the broad licenses granted in subsections 2.10(a) and 2.10(b) above, FSV Holdco and FirstService agree that where either wishes to exercise its rights, as licensee, under subsections 2.10(a) or 2.10(b) above, respectively, in the United States of America, it shall only do so: (i) through a wholly owned U.S. Affiliate; (ii) pursuant to a written license between itself and such U.S. Affiliate; and (iii) on an arm's length basis.

Mutual Licenses. (a) To the extent that FirstService EnCana has the right to grant same without additional cost or expense and subject to any obligations that FirstService EnCana may owe to any third party in respect of same, FirstService EnCana hereby grants to FSV Holdco Subco in each of the jurisdictions where FirstService EnCana has the right to do so, effective as at the Reorganization Time, the non-exclusive, royalty free right to use the Colliers EnCana Licensed Intellectual Property (not including the Permitted Marks and Non-Permitted Marks, which shall be governed by the Trademark License Agreement) in the Separated Businesses: (i) in the same manner and for the same purposes as such was used in such businesses prior to the Reorganization Time; and (ii) to the extent that same can be shown from the Records of FSV HoldcoSubco, in the manner contemplated by FSV Holdco Subco prior to the Reorganization Time for use in the Separated Businesses. (b) To the extent that FSV Holdco Subco has the right to grant same without additional cost or expense and subject to any obligations that FSV Holdco Subco may owe to any third party in respect of same, FSV Holdco Subco hereby grants to FirstService EnCana in each of the jurisdictions where FSV Holdco Subco has the right to do so, effective as at the Reorganization Time, the non-exclusive, royalty free right to use the FSV Holdco Subco Licensed Intellectual Property in the Colliers EnCana Businesses: (i) in the same manner and for the same purposes as such was used in such businesses prior to the Reorganization Time; and (ii) to the extent that same can be shown from the Records of FirstServiceEnCana, in the manner contemplated by FirstService EnCana prior to the Reorganization Time for use in the Colliers EnCana Businesses. (c) The license granted in subsection 2.10(aSection 2.9(a) above shall not result in the assignment of any of FirstService's EnCana’s rights in or to such Colliers EnCana Licensed Intellectual Property or result in any obligation of FirstService EnCana to register, enforce or maintain such Colliers EnCana Licensed Intellectual Property, to provide or deliver any copy of same, or to grant FSV Holdco Subco any right to do so on its own or on behalf of FirstServiceEnCana; provided however, FSV Holdco Subco may register, enforce or maintain any of such Colliers EnCana Licensed Intellectual Property to the extent required in order to protect FSV Holdco's Subco’s interests in same in the Separated Businesses to the extent that FirstService EnCana has not registered, enforced or maintained same and FirstService EnCana shall cooperate with and provide all necessary assistance to FSV Holdco Subco in connection therewith. All such Colliers EnCana Licensed Intellectual Property is provided on an "“as is"”, "“where is" ” and "“with all faults" ” basis and FirstService EnCana expressly disclaims any and all representations, warranties and conditions, express or implied, in respect of same. (d) The license granted in subsection 2.10(bSection 2.9(b) above shall not result in the assignment of any of FSV Holdco's Subco’s rights in or to such FSV Holdco Subco Licensed Intellectual Property or result in any obligation of FSV Holdco Subco to register, enforce or maintain such FSV Holdco Subco Licensed Intellectual Property, to provide or deliver any copy of same, or to grant FirstService EnCana any right to do so on its own or on behalf of FSV HoldcoSubco; provided however, FirstService EnCana may register, enforce or maintain any of such FSV Holdco Subco Licensed Intellectual Property to the extent required in order to protect FirstService's EnCana’s interests in same in the Colliers EnCana Businesses to the extent that FSV Holdco Subco has not registered, enforced or maintained same and FSV Holdco Subco shall cooperate with and provide all necessary assistance to FirstService EnCana in connection therewith. All such FSV Holdco Subco Licensed Intellectual Property is provided on an "“as is"”, "“where is" ” and "“with all faults" ” basis and FSV Holdco Subco expressly disclaims any and all representations, warranties and conditions, express or implied, in respect of same. (e) FirstService EnCana and FSV Holdco Subco shall not use the FSV Holdco Subco Licensed Intellectual Property and the Colliers EnCana Licensed Intellectual Property, respectively, in a manner which may result in the loss thereof. (f) FirstService EnCana and FSV Holdco Subco agree that the fair market values of the mutual licenses granted above are expected to be the same. (g) The licenses contained in subsections 2.10(aSections 2.9(a) and 2.10(b(b) above shall include the right to permit third parties to use such Intellectual Property on behalf of and for the benefit of the licensee and shall include the right to practice and otherwise fully exploit such Intellectual Property provided that such licenses shall not include the right to grant licenses to third parties other than as expressly provided in this subsection 2.10(gSection 2.9(g). (h) Consistent with the provisions of Section 12.210.2 below, upon the reasonable request of another Party, each Party shall cooperate with the other Parties and execute and deliver, from time to time, such additional software, patent or other license agreements, consistent with the terms of this Agreement, as may reasonably be required in order to effectuate the provisions and purposes of this Agreement and, in particular, the licenses set out in subsections 2.10(aSections 2.9(a) and 2.10(b(b). (i) Notwithstanding the broad licenses granted in subsections 2.10(aSections 2.9(a) and 2.10(b(b) above, FSV Holdco Subco and FirstService EnCana agree that where either wishes to exercise its rights, as licensee, under subsections 2.10(aSections 2.9(a) or 2.10(b(b) above, respectively, in the United States of America, it shall only do so: (i) through a wholly owned U.S. Affiliate; (ii) pursuant to a written license between itself and such U.S. Affiliate; and (iii) on an arm's ’s length basis.