Ownership and Use of Marks. The Distributor hereby acknowledges that, as between the parties, Bollore is the sole owner of the Marks and all variations thereof, for all uses and the good will pertaining thereto and that nothing contained in this Agreement shall constitute an assignment of the Marks or grant to the Distributor any right, title or interest therein, except the right to use them as set forth in this Agreement. The Distributor agrees that it will not contest Bollore's ownership of and rights in the Marks or the validity of the registration of the Marks nor take any action in derogation of Bollore's rights in the Marks and that all goodwill and improved reputation generated by the Distributor's use of the Marks shall inure to the benefit of Bollore. Bollore hereby acknowledges and approves of the license agreements to be assigned to the Distributor by USTC pursuant to the Asset Purchase Agreement listed on Schedule D hereto for ancillary and promotional products and the Distributor hereby acknowledges that Bollore is the sole and exclusive owner of the trademarks sub-licensed under such agreements and shall cooperate with Bollore in obtaining registrations of the Marks in the categories referred to in such license agreements. The Distributor shall at any time execute any documents and provide specimens of use, at its own expense, as required by Bollore to confirm Bollore's ownership of the Marks. Bollore shall, from time to time, prosecute trademark applications as its deems necessary, the costs and expenses of which shall be borne by Bollore. If at any time the Distributor wishes to alter the Marks in any way or create new marks which are variations of the Marks or are used in conjunction with the Marks, such alterations and new marks (collectively, "New Marks")must be approved by Bollore prior to their use. Bollore may withhold its approval for any reason. The New Marks, if approved, shall be owned exclusively by Bollore in obtaining any necessary registrations for such New Marks. In addition, any reference in this agreement to "Marks" shall be deemed to include any New Marks approved by Bollore in the future.
Ownership and Use of Marks. 17.1 Licensee understands and acknowledges that Company owns the Marks, that Licensee has no interest whatsoever in or to the Marks, and that Licensee’s right to use the Marks is derived solely from this Agreement, and is limited by the terms of this Agreement and all applicable specifications, standards and operating procedures prescribed by Company from time to time. Any unauthorized use of the Marks by Licensee will constitute an infringement of the rights of Company in and to the Marks.
17.2 Licensee agrees that any goodwill established by Xxxxxxxx’s use of the Marks will inure to the exclusive benefit of Company, and Licensee acknowledges that this Agreement does not confer upon Licensee any goodwill or interests in the Marks.
17.3 Licensee must not, during the term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of any of the Marks.
17.4 All provisions of this Agreement applicable to the Marks will apply to any additional trademarks, service marks, logo forms and commercial symbols that Company hereafter authorizes Licensee to use in connection with the Licensed Business.
17.5 Licensee agrees to use the Marks as the sole identification of the Restaurant; however, Licensee must identify itself as the independent owner at the Restaurant in the manner prescribed by Company. Licensee agrees to display the Marks prominently and in the manner prescribed by Company on signs, menus and forms. Further, Licensee agrees to give such notices of trademark and service mark registrations and copyrights as Company specifies, and to obtain such fictitious or assumed name registrations as may be required under applicable law.
17.5.1 Licensee agrees to identify itself as the independent owner at the Restaurant during the course of business-to-business activities, though such identification is not intended to be made to consumers or the general public.
17.6 Licensee may not use any Mark as part of any corporate or trade name or with any prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form. Licensee may not use any Marks in connection with any business or activity other than the Licensed Business or in any manner not explicitly authorized in writing by Company. Licensee may not establish a website or domain name that in any way uses or incorporates a Mark, or links to Company’s website, without the prior...
Ownership and Use of Marks. All Licensor and Licensee Marks included in XXXXXX, iTrax and respective Derivative Products of Xxxxxx and iTrax are and shall remain the exclusive property of Licensor or Licensee respectively, as detailed in Schedule E. Except as otherwise set forth herein or as agreed in advance and in writing by the Parties, the Parties shall have no right hereunder to include any Marks of the other Party without the prior express written consent of the Xxxx owner. All proprietary rights and goodwill relating to the Marks in the XXXXXX or Derivative Products shall remain the property of the Party owning the Marks and any use thereof by such Party’s customers and Distributors will inure to the benefit of the Party owning the Marks.
Ownership and Use of Marks. All ServiceWare Marks and Marks included in KPV and KPA are and shall remain the exclusive property of ServiceWare. Except as otherwise set forth herein or as agreed in advance and in writing by ServiceWare, Licensee shall retain on each copy of each Licensee Product it distributes, and on all containers and storage media associated with such Licensee Product, all Marks and other proprietary notices contained in KPV, KPA and/or designated by ServiceWare, and Licensee shall not alter, erase, deface or overprint any such Marks or notices. In addition to the foregoing:
(a) Licensee shall adhere and conform to the guidelines provided by ServiceWare from time to time concerning use of ServiceWare's Marks and Marks contained in KPV and KPA;
(b) the right to use ServiceWare Marks and Marks included in KPV and KPA shall not bear a royalty in addition to the consideration specified under Article 3 of this Agreement;
(c) Licensee shall have no right hereunder to include any ServiceWare Marks included in KPV and KPA in its corporate name or combine any such Marks with any other Xxxx without the prior express written consent of ServiceWare; and
(d) all proprietary rights and goodwill in ServiceWare's Marks and Marks included by ServiceWare in KPV and KPA shall remain the property of ServiceWare and any use thereof by Licensee, Licensee's customers and Licensee's Distributors hereunder will inure to the benefit of ServiceWare. Licensee shall make the following use of ServiceWare's Marks and proprietary notices:
(a) For Licensee Products that Licensee sells directly to Licensee's customers, Licensee shall maintain ServiceWare's copyright notice in such products and provide a notice in the "about" box mutually agreeable to the parties. All other uses, including, without limitation, uses of product packaging, naming, collateral and advertising, shall be as mutually agreed by the parties.
(b) For OEMs, in which Licensee provides the Licensee Product under private label branding, Licensee shall only be required to maintain ServiceWare's copyright notice in the Licensee Product.
Ownership and Use of Marks. Each party acknowledges that the other has the right to use its respective Marks and agrees that it will take no action to challenge or undermine that party's rights or title to its Marks anywhere in the world. Each party acknowledges that all use of each Xxxx will inure exclusively to the benefit of the respective owner of such Xxxx. Each party will cooperate with the other's efforts to protect and register its respective Marks. The licenses granted in Section 6.1 and 6.2 hereof shall be subject to the following additional terms and conditions:
(A) each party shall obtain from the other approval in advance of the specific manner and mode in which any Xxxx licensed under Section 6.1 and 6.2 hereof is used and presented (such as in an advertisement or website);
(B) a party may only use the other's Xxxx in its standard form and style as used or authorized in writing by such party; no other letter(s), word(s), design(s), symbol(s), or other matter of any kind will be superimposed upon, associated with or shown in such proximity to a Xxxx so as to tend to alter or dilute it, and each party specifically agrees not to combine or associate a Xxxx with any other Xxxx;
(C) in all advertisements, promotional literature or other printed matter in which the Xxxx appears, the Xxxx must be identified as a Xxxx owned by the respective party, in a form and manner approved by the other party; in accordance with the foregoing, when used in printed materials, the Xxxx will be footnoted upon its appearance with a legend that such Xxxx is a Xxxx or registered Xxxx of the other party, as appropriate under the circumstances.
(D) neither party warrants or represents that the other's use of such Xxxx will not infringe the rights of other persons. In the event that either party is subject to any claim or action, or learns any facts that make such a claim or action reasonably possible, it will notify the other and the parties will negotiate in good faith a solution, including the adoption by a party of new names or marks to identify itself or its businesses in the territories where problems exist. All such new marks or names will be deemed a Xxxx for purposes of this Agreement; and
(E) each party will maintain the quality of the other's Xxxx in connection with its usage and placement during the term of this Agreement in a manner consistent with industry practices. Each party reserves the right to monitor the services provided under this Agreement to assure compliance with the standa...
Ownership and Use of Marks. Sponsor acknowledges that BVNA holds all rights and title to the Chill on the Hill word and logo marks. Sponsor further acknowledges that it has no rights or ownership of said marks, and that BVNA’s grant of license to use such marks, if any, is limited to those rights granted by this Agreement.
Ownership and Use of Marks
