Common use of Name and Marks Clause in Contracts

Name and Marks. (a) Following the completion of the Second Contribution, RemainCo and the other members of the RemainCo Group shall use their best efforts to discontinue all use of the Exterran Name and Marks, including any use on stationery or letterhead and any use on other Controlled Assets, as promptly as practicable after, and in no event beyond the 180-day period following, the Effective Time. All of RemainCo’s use of the Exterran Name and Marks shall inure to the benefit of SpinCo. RemainCo agrees to use the Exterran Name and Marks in accordance with such quality standards established by SpinCo and communicated to RemainCo, it being understood that the products and services used in association with the Exterran Name and Marks immediately before the Effective Time are of a quality that is acceptable to SpinCo and justifies the license granted herein. Except as set forth in this Section 4.3, it is expressly agreed that RemainCo is not obtaining any right, title or interest in the Exterran Name and Marks. RemainCo will not contest the ownership, validity or enforceability of the Exterran Name and Marks, and nothing in this Section 4.3 shall be construed to limit SpinCo’s ability to use the Exterran Name and Marks following the Effective Time. (b) For the avoidance of doubt, RemainCo shall retain all right, title and interest to the Predecessor Names and Marks; provided, however, that RemainCo’s ability to use the Predecessor Names and Marks shall be limited to the use of the Predecessor Names and Marks immediately prior to the Effective Time. (c) RemainCo hereby grants and conveys to SpinCo a nontransferable, nonexclusive, royalty-free right and license to use the Predecessor Name and Marks consistently with the use of the Predecessor Names and Marks by SpinCo and the other members of the SpinCo Group immediately prior to the Effective Time.