Ownership and Protection of Rights Clause Samples

Ownership and Protection of Rights. Licensee acknowledges that the Technology is the sole and exclusive property of Licensor, subject to the license hereby granted. If during the period commencing on the Effective Date and terminating as of the achievement of Milestone 3, either Licensee or Licensor makes any further improvements in the Technology or the mode of using it, or becomes the owner of any new improvements to the Technology (each an “Improvement”), then such Improvement shall become the sole and exclusive property of such Party. Licensee or Licensor, as the case may be, shall grant to the other Party a royalty-free, world-wide, non-exclusive license to any such Improvements, to use, offer for sale and sell products using such Improvements; provided, that such license shall be non-transferable (other than sublicenses granted to Licensor or Licensee’s manufacturers or Affiliates, as the case may be); and provided, further, that the grantee of such license agrees to cooperate in all respects with the grantor of such license for purposes of obtaining any patents, copyrights or other protections on the ownership of such Improvements. From and after the achievement of Milestone 3, Improvements shall be the sole and exclusive property of the Party developing or acquiring such Improvement, and there shall be no obligation to license such Improvement to the other Party.

Ownership and Protection of Rights 

Ownership and Protection of Rights a. Kodak represents and warrants to Licensee that, on the Effective Date (i) Kodak or a Kodak Affiliate owns the Trademarks in connection with Licensed Products, and (ii) subject to receipt of the Order, that Kodak has the right and authority to enter into this Agreement and to grant the rights and licenses granted hereunder, without the need for any licenses, releases, consents, approvals or immunities not yet granted or obtained. Kodak will, based on input from Licensee, take reasonable action to register and maintain registrations for the Trademarks as used on Licensed Products. Licensee will, based on input from Kodak, take reasonable action to support the registration and maintenance of the Trademarks as used on Licensed Products. b. Licensee acknowledges that the Trademarks and their components are inherently distinctive and unique, that Kodak, and/or its Affiliates, is the owner of and has acquired a substantial and valuable goodwill in the Trademarks, and that all use thereof by Licensee inures solely to the benefit of Kodak and its Affiliates. Licensee agrees to put any reasonable notice of such ownership that Kodak will require on Licensed Products, tags or labels, packaging and/or advertising materials, including a trademark notice and/or copyright notice as applicable. Licensee will take commercially reasonable steps to help Kodak maintain and protect Kodak’s proprietary rights in the Trademarks; provided that the foregoing obligation will not include any obligation to file, maintain or defend any Trademark application or registration or to protect against the misuse of the Trademarks in excess of the express obligations in this Agreement. Licensee will cooperate with Kodak and execute any documents reasonably required by Kodak to protect the Trademarks at Kodak’s expense. Licensee will not and will not permit its Manufacturers, Distributors or Retailers to do anything which might in any way impair Kodak's proprietary rights in and to the Trademarks. Licensee will claim no right or interest in the Trademarks, except such right as is expressly granted by this Agreement. Licensee further agrees not to dispute or assist in disputing directly or indirectly Kodak's right and title in the Trademarks. If, as a result of Licensee's use of the Trademarks, Licensee or any of its Affiliates are deemed by operation of law or otherwise to have acquired any title or other rights to any of the Trademarks or any of their components, Licensee will forthwith ass...