Common use of Names Following the Separation Clause in Contracts

Names Following the Separation. (a) Except as set forth in Section 6.7(b) below, neither Arlo nor any member of its Group shall use, or have the right to use, the Parent Marks or any name or mark that, in the reasonable judgment of Parent, is confusingly similar to the Parent Marks. Notwithstanding Section 6.7(b) below, neither Arlo nor any member of its Group shall use the Parent Marks in any manner that detracts from the goodwill and reputation of Parent associated with the Parent Marks. (b) Effective upon the Separation Time and until the expiration of the applicable time period covered herein, NETGEAR shall, and shall cause members of its Group to, grant to Arlo and members of its Group, a limited, non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicenseable worldwide license or authorization, as applicable, to use the Parent Marks solely in connection with (i) any Arlo Inventory that, as of the Separation Time, bears or incorporates the Parent Marks, until such time as usable Arlo Inventory existing as of the Separation Time has been exhausted; (ii) the manufacture of Arlo Products that are made with the raw materials, work-in-process or components that constitute Arlo Inventory, in each case, as of the Separation Time; (iii) the continued use of any machine, mold or other device that causes the Parent Marks to be imprinted on any circuit board, case or similar products used in an Arlo Product, provided that such Parent Marks are not visible to an ordinary user of such product, until such time as such machine, mold or other device has been retooled or otherwise modified to remove the Parent Mark; and (iv) building and other signage, in the case of clause (iv), for a period ending on the Distribution Date; provided, that such time period in clause (iv) shall be automatically extended to the extent required in connection with obtaining any necessary approvals of any landlord or other Third Party with respect thereto. (c) Except as set forth in Section 6.7(d) below, neither Parent nor any member of its Group shall use, or have the right to use, the Arlo Marks or any name or mark that, in the reasonable judgment of Arlo, is confusingly similar to the Arlo Marks. Notwithstanding Section 6.7(d) below, neither Parent nor any member of its Group shall use the Arlo Marks in any manner that detracts from the goodwill and reputation of Arlo associated with the Arlo Marks. (d) Effective upon the Separation Time and until the expiration of the applicable time period covered herein, Arlo shall, and shall cause members of its Group to, grant to Parent and members of its Group, a limited, non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicenseable worldwide license or authorization, as applicable, to use the Arlo Marks solely in connection with (i) any Parent Inventory or Arlo Inventory (to the extent such Arlo Inventory is sold by Parent pursuant to any contracts, arrangements or understandings between Parent and Arlo) that, as of the Separation Time, bears or incorporates the Arlo Marks, until such time as such usable Parent Inventory or Arlo Inventory existing as of the Separation Time has been exhausted; (ii) the manufacture of Parent Products that are made with the raw materials, work-in-process or components that constitute Parent Inventory, in each case, as of the Separation Time; (iii) the continued use of any machine, mold or other device that causes the Arlo Marks to be imprinted on any circuit board, case or similar products used in a Parent Product, provided that such Arlo Marks are not visible to an ordinary user of such product, until such time as such machine, mold or other device has been retooled or otherwise modified to remove the Arlo Mark; and (iv) building and other signage, in the case of clause (iv), for a period ending on the Distribution Date; provided, that such time period in clause (iv) shall be automatically extended to the extent required in connection with obtaining any necessary approvals of any landlord or other Third Party with respect thereto. (e) Notwithstanding anything to the contrary in this Section 6.7, nothing set forth in this Section 6.7 shall limit either Party’s nominative use of the Arlo Marks (in the case of Parent) or the Parent Marks (in the case of Arlo), respectively, including for the purposes of referring to the other Party and the transactions contemplated hereby.