Ownership; Goodwill Sample Clauses

Ownership; Goodwill. Licensor hereby acknowledges that it is the sole and exclusive owner of all of the right, title and interest in and to the Intangible Assets and any modifications, enhancements and derivative works of the Intangible Assets (whether created by Licensor or Licensee), and Licensee agrees that it will not at any time do or cause to be done any act or thing in any way impairing or tending to impair any part of such right, title and interest. Licensor further represents and warrants to Licensee that the Intangible Assets do not directly or indirectly violate or infringe upon any copyright, trademark, service ▇▇▇▇, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement ("INFRINGEMENT"). Licensee shall not in any manner represent that it has any ownership in the Intangible Assets or any registrations associated therewith, and Licensee acknowledges that use of the Intangible Assets shall not create in Licensee's favor any right, title or interest in the Intangible Assets, other than in the License. Licensee further acknowledges that all goodwill arising from use of the Intangible Assets by Licensee shall inure to the benefit of Licensor.

Ownership; Goodwill. Executive acknowledges and agrees that the Company’s business and services are highly specialized; that the Confidential Information is not generally known and is secret; that the Company has provided and will provide such Executive with access to information about the Company’s counterparties, vendors, sales partners, clients, actual and potential developments, business lines or acquisitions, which is Confidential Information; and that the value of this Confidential Information cannot adequately be compensated by damages in an action at law; that the Company has earned goodwill with its counterparties, vendors, sales partners and clients; that the Company has provided and will continue to provide Executive with the Company’s goodwill for use in developing relationships for the Company; that Executive could not develop these relationships without using the Company’s goodwill; that this goodwill is valuable; that the Company is the owner of the goodwill; and that the value of this goodwill cannot adequately be compensated by damages in an action at law.

Ownership; Goodwill. Executive acknowledges and agrees that the Company’s Business and services are highly specialized; that its Confidential Information and/or Trade Secrets are not generally known and are secret; that the Company has provided and will provide such Executive with access to information about the Company’s counterparties, vendors, sales partners, clients, actual and potential developments, business lines or acquisitions, which is Confidential Information and/or a Trade Secret; and that the value of this Confidential Information and/or Trade Secrets cannot adequately be compensated by damages in an action at law; that the Company has earned goodwill with its counterparties, vendors, sales partners and clients; that the Company has provided and will continue to provide Executive with the Company’s goodwill for use in developing relationships for the Company; that Executive could not develop these relationships without using the Company’s goodwill; that this goodwill is valuable; that the Company is the owner of the goodwill; and that the value of this goodwill cannot adequately be compensated by damages in an action at law.

Ownership; Goodwill. Licensee agrees that it shall not contest, deny or dispute the validity of the Authorized Property, Brand Intellectual Property, or the title of Licensor therein; and shall not in any way, either directly or indirectly, encourage or assist others in doing so or take any action of any kind inconsistent with the ownership and/or control of all such intellectual property rights by Licensor. Nothing in this Agreement shall confer upon Licensee a proprietary interest of any kind in and to the Authorized Property or the Brand Intellectual Property other than the right to use the Authorized Property strictly in accordance with this Agreement. As between the parties hereto, all goodwill and any rights arising from Licensee’s use of the Authorized Property hereunder shall inure solely to the benefit of Licensor.

Ownership; Goodwill. CITY acknowledges that CGI is the owner of the Event Logo and CITY shall not register, or apply to register, the Event Logo, any service ▇▇▇▇, trademark, or domain name that is similar in any manner to, or that incorporates, the Event Logo, any of CGI’s other trademarks or other intellectual property. All goodwill and rights accruing or arising under the Event Logo, or in any copyrights or other intellectual property of CGI used in connection with this Agreement or any Event, inures solely to the benefit of CGI.

Ownership; Goodwill. Licensee acknowledges CNMI’s ownership of all right, title, and interest in and to the Certification Marks. Any goodwill resulting from Licensee’s use of the Certification Marks will inure exclusively to the benefit of CNMI. Licensee will conduct its business in a professional manner and in a way that does not adversely affect CNMI’s reputation or goodwill. Licensee will only display or use the Certification Marks as permitted in the Guidelines on Trademark Usage attached hereto as Exhibit A Licensee further agrees not to: (1) challenge CNMI as the sole, absolute, or exclusive owner of all right, title and interest in and to the Certification Marks and the goodwill associated therewith, (2) challenge the validity of this License, (3) register, use, adopt, or promote any ▇▇▇▇ that is confusingly similar to any trademark, service ▇▇▇▇, logo, or trade name owned by CNMI, any composite ▇▇▇▇ which uses all or a portion of the Certification Marks, or any of the Certification Marks, (4) take or encourage any action which would impair the rights of CNMI in and to the Certification Marks, or impair the goodwill associated with the Certification Marks, or (5) infringe any trademark, service ▇▇▇▇, logo, or trade name owned by CNMI.

Ownership; Goodwill. Licensee acknowledges and agrees that Licensor is the owner of the Licensed Marks, including the trademark registrations and applications for registration set forth on Schedule A and all goodwill related thereto, and all use of the Licensed Marks and any accrued goodwill shall inure solely to the benefit of Licensor. Licensee further agrees that it shall not, directly or indirectly, during the Term or thereafter, anywhere in the world: (a) challenge, contest or question the validity of the license granted herein, the validity of the Licensed Marks or Licensor’s ownership thereof; (b) represent that it has any ownership in such Licensed ▇▇▇▇ or registration thereof or make application to register any of the Licensed Marks or any component or translation thereof, or any term or designation confusingly similar thereto; (c) permit any action or omission in derogation of any of the rights of Licensor in or to the Licensed Marks; (d) attempt to sublicense the Licensed Marks to any Person; (e) otherwise seek to claim or appropriate the Licensed Marks as its own property; (f) use the Licensed Marks or Licensor’s name in connection with any activity that involves criminal misconduct or other act of moral turpitude, or any content or materials that infringe or violate any intellectual property rights of any third party, or that are libelous or defamatory, obscene, pornographic, or sexually explicit, in each case as determined by Licensor in its reasonable discretion; (g) use the Licensed Marks or Licensor’s name, or conduct the Business as it relates to the Licensed Marks in any manner that is illegal, might dilute the distinctiveness of such assets or would reasonably be expected to injure the value of the Licensed Marks or the goodwill associated therewith or with Licensor or otherwise disparage Licensor; or (h) use the Licensed Marks in any manner inconsistent with this Agreement.