Common use of OWNERSHIP AND VALIDITY OF LICENSED MARKS Clause in Contracts

OWNERSHIP AND VALIDITY OF LICENSED MARKS. A. Licensee admits the validity, and GE’s ownership, of the Licensed Marks and agrees that any and all goodwill, rights or interests that might be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of GE. If Licensee obtains rights or interests in the Licensed Marks, Licensee hereby transfers, and shall execute upon request by Licensor any additional documents or instruments necessary or desirable to transfer, those rights or interests to GE and its Affiliates. Licensee admits and agrees that, as between the Licensor and Licensee, Licensee has been extended only a mere permissive right to use the Licensed Marks as provided in this Agreement which is not coupled with any ownership interest. B. Licensee agrees not to: (i) use or register in any jurisdiction any Marks confusingly similar to, or consisting in whole or in part of, the Licensed Marks, (ii) register the Licensed Marks in any jurisdiction, without in each case the express prior written consent of Licensor, or (iii) use the Licensed Marks in any trade name, service name, corporate name or designation including any of the Licensed Marks. Whenever Licensee becomes aware of any reasonable likelihood of confusion or risk thereof between a Xxxx used by Licensee and a Licensed Xxxx, Licensee shall take appropriate steps to promptly remedy or avoid such confusion or risk of confusion. C. Licensee shall give Licensor notice promptly of any known or presumed infringements or other violations of the Licensed Marks of which it becomes aware. Licensee shall render to Licensor full and prompt cooperation (and, subject to Article 5, at Licensor’s expense) for the enforcement and protection of the Licensed Marks. Licensor shall retain all rights to bring all actions and proceedings in connection with infringement or other violations of the Licensed Marks at its sole discretion. If Licensor decides to enforce the Licensed Marks against an infringer, all costs incurred and recoveries made shall be for the account of Licensor. D. Licensee will not at any time during the Term, and any time thereafter for as long as Licensor, GE or any of their Affiliates shall own any rights in the Licensed Marks, willingly do or cause to be done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with Licensor, GE, GECC, or their Affiliates or any of the Licensed Marks. E. Licensee has no right, and shall not represent that it has any right, to bind or obligate Licensor in any way.

OWNERSHIP AND VALIDITY OF LICENSED MARKS. A. Licensee admits the validity, and GELicensor’s ownership, of the Licensed Marks and agrees that any and all goodwill, rights or interests that might be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of GELicensor. If Licensee obtains rights or interests in the Licensed Marks, Licensee hereby transfers, and shall execute upon request by Licensor any additional documents or instruments necessary or desirable to transfer, transfer those rights or interests to GE and its AffiliatesLicensor upon request by Licensor. Licensee admits and agrees that, as between the Licensor and Licensee, Licensee has been extended only a mere permissive right to use the Licensed Marks as provided in this Agreement which is not coupled with any ownership interest. B. Licensee agrees not to: (i) use or register in any jurisdiction any Marks confusingly similar to, or consisting in whole or in part of, any of the Licensed Marks, ; or (ii) register the Licensed Marks in any jurisdiction, without in each case the express prior written consent of Licensor, or (iii) use the Licensed Marks in any trade name, service name, corporate name or designation including any of the Licensed Marks. Whenever Licensee becomes aware of any reasonable confusion or likelihood of confusion or risk thereof between a Xxxx used by Licensee and a Licensed Xxxx or any risk of material tarnishment or blurring of a Licensed Xxxx, Licensee shall take appropriate steps to promptly remedy or avoid such confusion, likelihood of confusion or risk of confusionrisk. C. Licensee shall give Licensor prompt notice promptly of any known or presumed infringements or other violations of any of the Licensed Marks of which it becomes awareMarks. Licensee shall render to Licensor full and prompt reasonable cooperation (and, subject to Article 5IV, at Licensor’s expense) for the enforcement and protection of the Licensed Marks. Licensor shall retain all rights to bring all actions and proceedings in connection with infringement or other violations misuse of any of the Licensed Marks at its sole discretion. If Licensor decides to enforce any of the Licensed Marks against an infringer, all costs incurred and recoveries made shall be for the account of LicensorLicensor except for any lost profits awarded pursuant to a final judgment that are attributable to the Company’s use of the Licensed Marks, which shall be shared equally between the Parties. D. Licensee will not at any time during the Term, and at any time thereafter for as long as Licensor, GE or any of their Affiliates Licensor shall own any rights in the Licensed Marks, willingly do or cause to be done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with Licensor, GE, GECC, Licensor or their its Affiliates or any of the Licensed Marks. For the avoidance of doubt, the preceding sentence shall not in any way limit Licensee’s ability to file and pursue a lawsuit against Licensor. E. Licensor will not at any time during the Term do or cause to be done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with Licensee or its Affiliates. For the avoidance of doubt, the preceding sentence shall not in any way limit Licensor’s ability to file and pursue a lawsuit against Licensee. F. Licensee has no right, and shall not represent that it has any right, to bind or obligate Licensor in any way.

OWNERSHIP AND VALIDITY OF LICENSED MARKS. A. 5.1 Licensee admits the validity, and GE’s Licensor's ownership, of the Licensed Marks and agrees that any and all goodwill, rights or interests that might be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of GELicensor. If Licensee obtains rights or interests in the Licensed Marks, Licensee hereby transfers, and shall execute upon request by Licensor any additional documents or instruments necessary or desirable to transfer, transfer those rights or interests to GE and its AffiliatesLicensor upon request by Licensor. Licensee admits and agrees that, as between the Licensor and Licensee, Licensee has been extended only a mere permissive right to use the Licensed Marks as provided in this Agreement which is not coupled with any ownership interest. B. 5.2 Licensee agrees not to: (i) use or register in any jurisdiction any Marks confusingly similar to, or consisting in whole or in part of, the Licensed Marks, ; or (ii) register the Licensed Marks in any jurisdiction, without in each case the express prior written consent of Licensor, or (iii) use the Licensed Marks in any trade name, service name, corporate name or designation including any of the Licensed Marks. Whenever Licensee becomes aware of any reasonable likelihood of confusion or risk thereof between a Xxxx used by Licensee and a Licensed Xxxx, Licensee shall take appropriate steps to promptly remedy or avoid such confusion or risk of confusion. C. 5.3 Licensee shall give Licensor notice promptly of any known or presumed infringements or other violations of the Licensed Marks of which it becomes awareknow to or presumed by Licensee. Licensee shall render to Licensor full and prompt cooperation (and, subject to Article 5Section 4, at Licensor’s 's expense) for the enforcement and protection of the Licensed Marks. Licensor shall retain all rights to bring all actions and proceedings in connection with infringement or other violations misuse of the Licensed Marks at its sole discretion. If Licensor decides to enforce the Licensed Marks against an infringer, all costs incurred and recoveries made shall be for the account of Licensor. D. 5.4 Licensee will not at any time during the Term, and any time thereafter for as long as Licensor, GE or any of their Affiliates Licensor shall own any rights in the Licensed Marks, willingly do or cause to be done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with Licensor, GE, GECC, GE or their Affiliates or any of the Licensed Marks. E. 5.5 Licensee has no right, and shall not represent that it has any right, to bind or obligate Licensor in any way.

OWNERSHIP AND VALIDITY OF LICENSED MARKS. A. Licensee admits the validity, and GELicensor’s ownership, of the Licensed Marks and agrees that any and all goodwill, rights or interests that might be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of GELicensor. If Licensee obtains rights or interests in the Licensed Marks, Licensee hereby transfers, and shall execute upon request by Licensor any additional documents or instruments necessary or desirable to transfer, transfer those rights or interests to GE and its AffiliatesLicensor upon request by Licensor. Licensee admits and agrees that, as between the Licensor and Licensee, Licensee has been extended only a mere permissive right to use the Licensed Marks as provided in this Agreement which is not coupled with any ownership interest. B. Licensee agrees not to: (i) use or register in any jurisdiction any Marks confusingly similar to, or consisting in whole or in part of, any of the Licensed Marks, ; or (ii) register the Licensed Marks in any jurisdiction, without in each case the express prior written consent of Licensor, or (iii) use the Licensed Marks in any trade name, service name, corporate name or designation including any of the Licensed Marks. Whenever Licensee becomes aware of any reasonable confusion or likelihood of confusion or risk thereof between a Xxxx used by Licensee and a Licensed Xxxx or any risk of material tarnishment or blurring of a Licensed Xxxx, Licensee shall take appropriate steps to promptly remedy or avoid such confusion, likelihood of confusion or risk of confusionrisk. C. Licensee shall give Licensor prompt notice promptly of any known or presumed infringements or other violations of any of the Licensed Marks of which it becomes awareMarks. Licensee shall render to Licensor full and prompt reasonable cooperation (and, subject to Article 5IV, at Licensor’s expense) for the enforcement and protection of the Licensed Marks. Licensor shall retain all rights to bring all actions and proceedings in connection with infringement or other violations misuse of any of the Licensed Marks at its sole discretion. If Licensor decides to enforce any of the Licensed Marks against an infringer, all costs incurred and recoveries made shall be for the account of LicensorLicensor except for any lost profits awarded pursuant to a final judgment that are attributable to the Company’s use of the Licensed Marks, which shall be shared equally between the Parties. D. Licensee will not at any time during the Term, and at any time thereafter for as long as Licensor, GE or any of their Affiliates Licensor shall own any rights in the Licensed Marks, willingly do or cause to be done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with Licensor, GE, GECC, Licensor or their its Affiliates or any of the Licensed Marks. For the avoidance of doubt, the preceding sentence shall not in any way limit Licensee’s ability to file and pursue a lawsuit against Licensor. E. Licensor will not at any time during the Term do or cause to be done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with Licensee or its Affiliates. For the avoidance of doubt, the preceding sentence shall not in any way limit Licensor’s ability to file and pursue a lawsuit against Licensee. F. Licensee has no right, and shall not represent that it has any right, to bind or obligate Licensor in any way. G. For clarity, as between the Parties, (x) Licensor shall own any trademarks for “General Electric” and acronyms thereof and (y) Licensee shall own any trademarks for “Xxxxx Xxxxxx” and acronyms thereof; provided that, with respect to the Composite Xxxx: 1. Subject to clause (3) below, Licensor shall have the sole right to own, prosecute, obtain, maintain and renew applications and registrations for the Composite Xxxx (including the right to own new applications for “BHGE” and to register corporate names, trade names, domain names and social media identifiers utilizing “BHGE”). 2. Upon Licensee’s reasonable request, Licensor shall obtain, maintain and renew applications and registrations (including Internet domain names and social media identifiers) of the Composite Xxxx on Licensee’s behalf and at Licensee’s sole cost and expense; provided that Licensee shall, upon Licensor’s written request and at Licensee’s sole cost and expense, provide such cooperation and assistance in connection with the foregoing as may be necessary for Licensor to obtain such registrations. 3. Upon the expiration or termination of this Agreement (but, in each case, only after the expiration of the applicable phase-out period, if any, set forth in this Agreement), Licensor shall: (a) cancel any and all trademark registrations for any and all forms of the Composite Xxxx (and for “Xxxxx Xxxxxx, a GE company” if applicable), (b) withdraw any and all pending trademark applications for any and all forms of the Composite Xxxx (and for “Xxxxx Xxxxxx, a GE company” if applicable), and (c) cancel, relinquish and otherwise cease to use any and all domain names and social media identifiers that incorporate any form of the Composite Xxxx (or “Xxxxx Xxxxxx, a GE company” if applicable). 4. In the event of any conflict between this Section IX.G and the remainder of this Article IX, this Section IX.G shall take precedence and control in relation to any matters pertaining to any form of the Composite Xxxx.