Common use of Ownership and Goodwill Clause in Contracts

Ownership and Goodwill. Each Licensee acknowledges and agrees that: i. The Licensor is either the sole and exclusive owner of rights in the Licensor’s Licensed Marks, or otherwise has the right and license to use the Licensed Marks. The Licensee undertakes not to challenge the validity of the Licensor’s Licensed Marks, or the registration and ownership of the Licensed Marks (by Licensor or any of its Affiliates), and agrees that it will not do anything that is inconsistent with such ownership. ii. All use of the Licensor’s Licensed Marks by Licensee and all goodwill developed therefrom will inure to the benefit of and be on behalf of the Licensor. iii. Nothing in this Agreement gives Licensee any right, title or interest in or to the Licensor’s Licensed Marks other than the right to use the Licensor’s Licensed Marks in the manner contemplated by this Agreement, and only for so long as this Agreement is in force. iv. It will not utilize the Licensor’s Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names, except in connection with the Licensed Uses contemplated by this Agreement, and then only during the term of this Agreement and as permitted hereunder. v. It will not hereafter seek registration of the Licensor’s Licensed Marks or any similar trademarks, service marks, trade names or domain names in its own name or in the name of any of its Affiliates. vi. It will cooperate reasonably with Licensor, at Licensor’s expense, in the procurement of any registration of the Licensor’s Licensed Marks which Licensor may choose to undertake at Licensor’s sole discretion, including, but not limited to supplying Licensor with evidence of its use of the Licensor’s Licensed Marks.

Ownership and Goodwill. Each Licensee acknowledges and agrees that: i. (1) The Licensor is either the sole and exclusive owner of rights in the Licensor’s 's Licensed Marks, or otherwise has the right and license to use the Licensed Marks. The Licensee undertakes not to challenge the validity of the Licensor’s 's Licensed Marks, or the registration and ownership of the Licensed Marks (by Licensor or any of its AffiliatesAffiliate(s)), and agrees that it will not do anything that is inconsistent with such ownership. ii. (2) All use of the Licensor’s 's Licensed Marks by Licensee and all goodwill developed therefrom will inure to the benefit of and be on behalf of the Licensor. iii. (3) Nothing in this Agreement gives shall give Licensee any right, title or interest in or to the Licensor’s 's Licensed Marks other than the right to use the Licensor’s 's Licensed Marks in the manner contemplated by this Agreement, and only for so long as this Agreement is in force. iv. (4) It will not utilize the Licensor’s 's Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names, except in connection with the Licensed Uses contemplated by promotion and marketing of the Co-Branded Yellow Pages Service(and the Co-Branded White Pages Service, in the event the parties agree to make a Co-Branded White Pages Service available pursuant to Section 5(a) of this Agreement), and then only during the term of this Agreement and as permitted hereunder. v. (5) It will not hereafter seek registration of the Licensor’s 's Licensed Marks or any similar trademarks, service marks, trade names or domain names in its own name or in the name of any of its AffiliatesAffiliate(s). vi. (6) It will cooperate reasonably with Licensor, at Licensor’s 's expense, in the procurement of any registration of the Licensor’s 's Licensed Marks which Licensor may choose to undertake at Licensor’s 's sole discretion, including, but not limited to supplying Licensor with evidence of its use of the Licensor’s 's Licensed MarksMarks to Licensor.

Ownership and Goodwill. Each Licensee acknowledges (a) Licensor represents and agrees that: i. The Licensor warrants that one or more of Licensor’s Affiliates is either the sole and exclusive owner of rights in the Licensed Marks and that Licensor has the authority to license the Licensed Marks to Licensee. Licensee acknowledges, and will obtain the acknowledgment of Licensee’s Subsidiaries and Licensee’s sublicensees, that one or more of Licensor’s Affiliates is the sole and exclusive owner of rights in the Licensed Marks, or otherwise has the right and license to use the Licensed Marks. The Licensee undertakes Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees undertake not to challenge the validity of the Licensor’s Licensed Marks, or the registration and or application for registration or ownership of the Licensed Marks (by Licensor or any such Affiliate(s) of its Affiliates)Licensor, and agrees agree that it Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees will not do anything that is nothing inconsistent with such ownership. ii. All (b) Licensee further acknowledges and agrees, and will obtain the acknowledgment and agreement of Licensee’s Subsidiaries and Licensee’s sublicensees, that all use of the Licensor’s Licensed Marks by Licensee Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees and all goodwill developed therefrom will shall inure to the benefit of and be on behalf of the Licensor. iii. Nothing Licensee agrees, and Licensee’s Subsidiaries and Licensee’s sublicensees will agree, that nothing in this Branding Agreement gives Licensee shall give Licensee, Licensee’s Subsidiaries or Licensee’s sublicensees any right, title or interest in or to the Licensor’s Licensed Marks other than the right to use the Licensor’s Licensed Marks in the manner contemplated expressly permitted by this Branding Agreement. (c) Licensee agrees, and only for so long as this Agreement is in force. iv. It will obtain the agreement of Licensee’s Subsidiaries and Licensee’s sublicensees, that Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees will not utilize the Licensor’s Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names, except in connection with the Licensed Uses contemplated by this Agreement, and then only during the term of this Agreement and as expressly permitted hereunder. v. It . Licensee agrees that it will not (and will obtain the agreement of Licensee’s Subsidiaries and Licensee’s sublicensees that they will not) hereafter seek registration of the Licensor’s Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names in its own name or in the name of any of its AffiliatesLicensee’s Subsidiaries. vi. It (d) Licensee agrees, and will obtain the agreement of Licensee’s Subsidiaries and Licensee’s sublicensees, to cooperate reasonably with Licensor, at Licensor’s expense, in the procurement of any registration of the Licensor’s Licensed Marks which Licensor may choose to undertake at Licensor’s sole discretion, including, but not limited to supplying Licensor with evidence of its use of the Licensed Marks to Licensor’s Licensed Marks.

Ownership and Goodwill. Each Licensee acknowledges (a) Licensor represents and agrees that: i. The Licensor warrants that one or more of Licensor's Affiliates is either the sole and exclusive owner of rights in the Licensed Marks and that Licensor has the authority to license the Licensed Marks to Licensee. Licensee acknowledges, and will obtain the acknowledgment of Licensee's Subsidiaries and Licensee's sublicensees, that one or more of Licensor’s 's Affiliates is the sole and exclusive owner of rights in the Licensed Marks, or otherwise has the right and license to use the Licensed Marks. The Licensee undertakes Licensee, Licensee's Subsidiaries and Licensee's sublicensees undertake not to challenge the validity of the Licensor’s Licensed Marks, or the registration and or application for registration or ownership of the Licensed Marks (by Licensor or any such Affiliate(s) of its Affiliates)Licensor, and agrees agree that it Licensee, Licensee's Subsidiaries and Licensee's sublicensees will not do anything that is nothing inconsistent with such ownership. ii. All (b) Licensee further acknowledges and agrees, and will obtain the acknowledgment and agreement of Licensee's Subsidiaries and Licensee's sublicensees, that all use of the Licensor’s Licensed Marks by Licensee Licensee, Licensee's Subsidiaries and Licensee's sublicensees and all goodwill developed therefrom will shall inure to the benefit of and be on behalf of the Licensor. iii. Nothing Licensee agrees, and Licensee's Subsidiaries and Licensee's sublicensees will agree, that nothing in this Branding Agreement gives Licensee shall give Licensee, Licensee's Subsidiaries or Licensee's sublicensees any right, title or interest in or to the Licensor’s Licensed Marks other than the right to use the Licensor’s Licensed Marks in the manner contemplated expressly permitted by this Branding Agreement. (c) Licensee agrees, and only for so long as this Agreement is in force. iv. It will obtain the agreement of Licensee's Subsidiaries and Licensee's sublicensees, that Licensee, Licensee's Subsidiaries and Licensee's sublicensees will not utilize the Licensor’s Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names, except in connection with the Licensed Uses contemplated by this Agreement, and then only during the term of this Agreement and as expressly permitted hereunder. v. It . Licensee agrees that it will not (and will obtain the agreement of Licensee's Subsidiaries and Licensee's sublicensees that they will not) hereafter seek registration of the Licensor’s Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names in its own name or in the name of any of its AffiliatesLicensee's Subsidiaries. vi. It (d) Licensee agrees, and will obtain the agreement of Licensee's Subsidiaries and Licensee's sublicensees, to cooperate reasonably with Licensor, at Licensor’s 's expense, in the procurement of any registration of the Licensor’s Licensed Marks which Licensor may choose to undertake at Licensor’s 's sole discretion, including, but not limited to supplying Licensor with evidence of its use of the Licensed Marks to Licensor’s Licensed Marks.

Ownership and Goodwill. Each Licensee acknowledges that the Marks, Know-how and Copyrighted Works are the sole and exclusive property of Licensor and its Affiliates. Licensee acknowledges that its License to use the Marks, Know-how and Copyrighted Works are derived solely from this Agreement and are limited to the operation of the Business by Licensee pursuant to and in compliance with this Agreement and the applicable standards, specifications, and operating procedures prescribed by Licensor from time to time during the Term that are designed to reasonably ensure that the quality of the products and services provided by Licensee are commercially comparable to those provided by Licensor or its Affiliates under the Terremark System. Any unauthorized use of the Marks, Know-how and Copyrighted Works or any attempt by Licensee to appropriate or claim ownership of any other name, mark, symbol or designation used by Licensor or its Affiliates anywhexx xn the world, shall constitute a breach of this TERREMARK - NAP/MADRID - PROPRIETARY & CONFIDENCIAL Agreement and an infringement of the rights of Licensor and its Affiliates. Licensee acknowledges and agrees that: i. The Licensor is either that all usage of the sole and exclusive owner of rights in the Licensor’s Licensed Marks, or otherwise has the right Know-how, Intellectual Property and license to use the Licensed Marks. The Licensee undertakes not to challenge the validity of the Licensor’s Licensed Marks, or the registration and ownership of the Licensed Marks (by Licensor or any of its Affiliates), and agrees that it will not do anything that is inconsistent with such ownership. ii. All use of the Licensor’s Licensed Marks Copyrighted Works by Licensee and all any goodwill developed therefrom will established thereby shall inure to the benefit of Licensor and be on behalf of that this Agreement does not confer any goodwill or other interest in the Licensor. iii. Nothing Marks, Know-how or Copyrighted Works upon Licensee, other than as expressly set forth in this Agreement. All provisions of this Agreement gives Licensee any right, title or interest in or applicable to the Licensor’s Licensed Marks Marks, Know-how and Copyrighted Works shall apply to any other than the right to use the Licensor’s Licensed Marks in the manner contemplated by this Agreement, and only for so long as this Agreement is in force. iv. It will not utilize the Licensor’s Licensed Marks or any confusingly similar trademarks, service marks, trade names commercial symbols and copyrighted materials hereafter authorized for use by or domain nameslicensed to Licensee by the Licensor whether or not registered or subject to legal protection in the Territory. In the event Licensee acquires rights in any Marks, except in connection with the Licensed Uses contemplated by this Agreement, and then only during the term of this Agreement and as permitted hereunder. v. It will not hereafter seek registration of the Licensor’s Licensed Marks Know-how Copyrighted Works or any similar other trademarks, service marks, trade names commercial symbols and copyrighted materials from Licensor and in connection with the operation of the Business the Territory, Licensee undertakes that it will execute all documents in form and substance reasonably acceptable to Licensee and reasonably necessary or domain names in its own name or desirable to vest ownership of such rights in the name of any of Licensor or its Affiliates. vi. It will cooperate reasonably with Licensor, at Licensor’s expense, in the procurement of any registration of the Licensor’s Licensed Marks which Licensor may choose to undertake at Licensor’s sole discretion, including, but not limited to supplying Licensor with evidence of its use of the Licensor’s Licensed Marks.