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

OWNERSHIP AND VALIDITY OF LICENSED MARKS. A. LICENSEE admits the validity, and LICENSOR's ownership, of the LICENSED MARKS and agrees that any and all rights that might be acquired by the use of the LICENSED MARKS by LICENSEE shall inure to the sole benefit of LICENSOR. LICENSEE admits and agrees that, as between the parties, 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. Other than as expressly set forth in this Agreement, LICENSEE further agrees not to use or file any application to register, in any class and in any country, any trademarks, service marks, trade names, or corporate names resembling, similar to, or containing, in whole or in part, the LICENSED MARKS. Whenever the attention of LICENSEE is called by LICENSOR to any such confusion or risk of confusion, LICENSEE agree to take appropriate steps immediately to remedy or avoid such confusion or risk of confusion. C. LICENSEE shall give LICENSOR notice of any known or presumed infringements of the LICENSED MARKS by others, and LICENSEE shall render LICENSOR full cooperation for the protection of the LICENSE MARKS. LICENSOR shall have and retain all rights to bring all actions and proceedings in connection with infringement or unauthorized use of the LICENSED MARKS at its sole discretion, and LICENSEE shall have no rights to make any such claims or bring any actions or proceedings, whether in its own name or on behalf of LICENSOR, without the express prior written consent of LICENSOR. If LICENSOR decides to enforce its rights in the LICENSED MARKS against an infringer, all costs incurred and recoveries made shall be for the account of LICENSOR.

Appears in 3 contracts

Samples: Trademark Agreement (Plug Power Inc), Trademark Agreement (Plug Power Inc), Trademark Agreement (Plug Power Inc)

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OWNERSHIP AND VALIDITY OF LICENSED MARKS. A. LICENSEE admits the validity, and LICENSOR's GE’s ownership, of the LICENSED MARKS and agrees that any and all rights that might be acquired by the use of the LICENSED MARKS by LICENSEE and/or the PERMITTED SUBLICENSEES shall inure to the sole benefit of GE. If LICENSEE and/or the PERMITTED SUBLICENSEES obtain rights in the LICENSED MARKS, LICENSEE shall transfer, or shall cause the PERMITTED SUBLICENSEES to transfer, those rights to LICENSOR or GE upon request by the LICENSOR. LICENSEE admits and agrees that, as between the parties, LICENSEE has and the PERMITTED SUBLICENSEES have 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. Other than as expressly set forth in this Agreement, LICENSEE further agrees not to use or file any application register, nor permit the PERMITTED SUBLICENSEES to use or register, in any class and in country any country, any trademarks, service marks, trade names, trademarks or corporate internet domain names resembling, resembling or confusingly similar to, or containing, consisting in whole or in partpart of, the LICENSED MARKS, without the express written consent of LICENSOR. Whenever the attention of LICENSEE is called by LICENSOR to any such confusion or risk of confusion, LICENSEE agree agrees to take appropriate steps, and/or cause its PERMITTED SUBLICENSEES, to take appropriate steps to immediately to remedy or avoid such confusion or risk of confusion. C. LICENSEE shall give give, and shall cause the PERMITTED SUBLICENSEES to give, LICENSOR notice of any known or presumed infringements of the LICENSED MARKS by othersMARKS, and LICENSEE shall render render, and shall cause the PERMITTED SUBLICENSEES to render, LICENSOR full cooperation for the protection of the LICENSE LICENSED MARKS. LICENSOR shall have and retain all rights to bring all actions and proceedings in connection with infringement or unauthorized use misuse of the LICENSED MARKS at its sole discretion, and LICENSEE shall have no rights to make any such claims or bring any actions or proceedings, whether in its own name or on behalf of LICENSOR, without the express prior written consent of LICENSOR. If LICENSOR decides to enforce its rights in the LICENSED MARKS against an infringer, all costs incurred and recoveries made shall be for the account of LICENSOR. D. LICENSEE will not, directly or indirectly, or through the PERMITTED SUBLICENSEES, at any time during the term of this Agreement (as defined in Paragraph A of Article VI.), and any time thereafter, do or cause to be done any act or thing disputing, attacking, impairing, diluting, or in any way tending to impair or dilute LICENSOR or GE’s right, title or interest in or to the LICENSED MARKS or the validity of the license granted herein. E. LICENSEE has no right, and shall not represent that it has the right to bind or obligate LICENSOR in any way, and shall cause the PERMITTED SUBLICENSEES to not represent that they have the right to bind or obligate LICENSOR in anyway.

Appears in 1 contract

Samples: License Agreement (GXS Corp)

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