Common use of Ownership of Rights Clause in Contracts

Ownership of Rights. (a) It is understood and agreed that MLBPA is the sole and exclusive holder of all right, title and interest in and to the Rights; and/or the Trademarks for the duration of this Agreement. (b) Nothing contained in this Agreement shall be construed as an assignment to Licensee of any right, title and/or interest in or to the Rights and/or the trademarks, it being understood that all right, title and interest relating thereto are expressly reserved by MLBPA except for the rights being licensed hereunder. (c) No license is being granted hereunder for any purpose or as to any products, services or material other than in connection with the Promotion as authorized herein and only in the Licensed Territory. MLBPA reserves for such use as it may determine all rights of any kind other than the rights herein licensed to Licensee. (d) Licensee shall not use the Rights and/or the Trademarks other than as permitted herein and, in particular, shall not incorporate the Rights and/or the Trademarks in Licensee's corporate or business name in any manner whatsoever. Licensee agrees that in using the Rights and Trademarks, it will in no way represent that it has any rights, title and/or interest in and/or to the Rights and/or the Trademarks other than those expressly granted under the terms of this Agreement. Licensee further agrees that it will not use and/or authorize the use, either during or after the term of this Agreement, of any configuration, trademark, trade name or other designation confusingly similar to the Rights and/or any of the Trademarks. (e) Notwithstanding any rights otherwise granted to Licensee by state or federal trademark or copyright laws or otherwise, Licensee shall not without express written permission of MLBPA directly or indirectly use, or authorize others to use, in any manner whatsoever, any artwork or designs or other material involving the Rights and/or Trademarks, or any reproductions thereof following the expiration or termination of this Agreement, notwithstanding their invention or use by Licensee, and Licensee shall destroy all such artwork and/or designs and/or other material and furnish to MLBPA satisfactory evidence of their destruction.

Ownership of Rights. (a) It is understood Licensee acknowledges that BV owns or has the exclusive right to license the rights in the Property and agreed that MLBPA is the sole Trademarks herein licensed to Licensee. (b) As between BV on the one hand, and exclusive holder of Licensee on the other, all right, title and interest in the Property and to the Rights; and/or the Trademarks are reserved by BV for the duration of this Agreement. (b) Nothing its use and nothing contained in this Agreement herein shall be construed as an assignment or grant to Licensee of any right, title and/or or interest in or to the Rights and/or Property or Trademarks beyond a grant of the trademarkslimited, it being understood that all right, title and interest relating thereto are expressly reserved by MLBPA except for non-exclusive license on the rights being licensed hereunderterms herein specified. (c) This license is non-exclusive. Without diminishing the generality of the foregoing, nothing in the Agreement shall be construed to prevent BV from granting other licenses for the use of the Property (or authorizing any third party to use the Property), in any manner whatsoever within the Territory. Unless otherwise stated in the Basic Provisions, Licensee recognizes that BV may already have entered into, and may in the future enter into, license agreements with respect to the Property or the Trademarks for products which fall into the same general product category as one or more of the Products and which may be the same or similar to one or more of the Products in terms of use, function or otherwise, and Licensee hereby expressly concedes that the existence of said licenses shall not constitute a breach of this Agreement by BV. No license other than a non-exclusive license for the manufacture and Sale of the Products in the Distribution Channels in the Territory is being granted hereunder for any purpose or as to any productshereunder, services or material other than in connection with the Promotion as authorized herein and only in the Licensed Territory. MLBPA BV reserves for such use as it may determine all other rights of any kind other than the rights herein licensed to Licenseekind. (d) Licensee shall not use, nor permit the use of BV’s name, the Rights and/or Property or the Trademarks other than as permitted herein andhereunder, and in particular, shall not incorporate BV’s name, the Rights and/or Property or the Trademarks in Licensee's ’s corporate or business name in any manner whatsoever. Licensee agrees that in using the Rights and Trademarks, it will in no way represent that it has any rightsright, title and/or title, or interest in and/or to the Rights and/or Property or the Trademarks other than those expressly granted under the terms of this Agreementlicensed to Licensee hereunder. Licensee further agrees that it will not use and/or or authorize the use, either during or after the term of this AgreementTerm, of any configuration, trademarkTrademark, trade name or other designation confusingly similar to BV’s name, the Rights and/or Property or the Trademarks except with BV’s written pre-approval. 8. GOODWILL, PROMOTIONAL VALUE, PRESS RELEASES: (a) Licensee recognizes the value of the good will associated with the Property and the Trademarks and acknowledges that the Property, Trademarks, and all rights therein and the goodwill pertaining thereto belong exclusively to BV. Licensee acknowledges that the Property and the Trademarks have acquired secondary meaning in the mind of the public, and Licensee will not attack the title or any rights of BV in the Property or the Trademarks or the validity of the license being granted herein either during or after the Term. 24 (b) Licensee’s use of the Property shall inure to the benefit of BV, and Licensee shall not, at any time, acquire any rights in the Property or the Trademarks by virtue of such use. (c) Licensee acknowledges that: (i) BV is entering into this Agreement not only in consideration of the Royalties to be paid hereunder but also for the promotional value to be secured by BV for the Property and the Trademarks as a result of the Sale of the Products by Licensee; and (ii) its failure to manufacture , sell, advertise or promote Products in accordance with the provisions of the Agreement or to fulfill any of the TrademarksLicensee’s other obligations hereunder will result in immediate and irreparable injury to BV, and BV will have no adequate remedy at law. Therefore, BV, in addition to all other remedies it may have, shall be entitled to injunctive relief against any such breach. (d) Licensee agrees that all press releases, advertisements or promotions relating to this Agreement will be subject to approval by BV. (e) Notwithstanding any rights otherwise granted Licensee acknowledges that first class manufacturing of the Products licensed hereunder is necessary to Licensee by state or federal trademark or copyright laws or otherwise, Licensee shall not without express written permission of MLBPA directly or indirectly use, or authorize others to use, in any manner whatsoever, any artwork or designs or other material involving protect the Rights and/or good will associated with the Property and Trademarks, or any reproductions thereof following the expiration or termination of this Agreement, notwithstanding their invention or use by Licensee, and Licensee shall destroy all such artwork and/or designs and/or other material and furnish to MLBPA satisfactory evidence of their destruction. 9.

Ownership of Rights. (a) It is understood and agreed that MLBPA Licensor is the sole and exclusive holder owner of all rightrights, title and interest in and to the Rights; and/or Property. Licensee shall not (i) use any Property in connection with any products or services other than the Licensed Products in the Territory, (ii) use the Trademarks for as part of any Domain Name, or (iii) authorize, knowingly sell or distribute, directly or indirectly, the duration Licensed Products, to a person that intends or is likely to resell or distribute them outside the permitted channels set forth on Exhibit A (with the exception of this Agreementthose sales made pursuant to Section 8(g)). (b) Nothing contained Licensee warrants that it has not and does not assert any right in this Agreement shall be construed as an assignment to Licensee the name of any rightAntik Denim, title and/or interest in or to the Rights and/or the trademarks, it being understood that all right, title and interest relating thereto are expressly reserved by MLBPA except for the rights being licensed its use as a Licensee hereunder. Licensee agrees never to claim any other kind of property right in the Property and agrees not to make any application for state or federal trademarks for any Trademark (or any xxxx similar thereto or derivative thereof), without Licensor’s prior approval. -7- (c) No license is being granted hereunder for Licensor and Licensee agree and intend that all artwork and designs created by Licensee (“Licensee Created Artwork”) or any purpose other person or entity and used as to any products, services part of or material other than in connection with the Promotion Licensed Products shall be the property of Licensor and shall constitute “Property” hereunder, and Licensor shall be entitled to use and license to others the right to use such artwork and designs subject to the provisions of this Agreement; provided, however, that during the Term of this Agreement, Licensor shall not grant any licenses to others to use any such Licensee Created Artwork without Licensee’s prior consent. Licensee assigns to Licensor the copyright in all such artwork and designs, and any renewals thereof, including all registration and applications thereof, and the right to exercise such rights in any manner and means now known or hereafter devised in perpetuity. Licensee agrees to execute any additional documents proposed by Licensor to effectuate and confirm Licensor's sole and exclusive ownership of all copyright in and to such artwork and designs, and Licensee irrevocably appoints Licensor as authorized herein its attorney-in-fact to execute any and only in the Licensed Territory. MLBPA reserves for all such use as it may determine all rights documents if Licensee fails to return executed copies of any kind other than the rights herein licensed such documents to LicenseeLicensor within five (5) days following submission. (d) The use of any additional trademark, service xxxx, trade dress, word, name, symbol or device that is not scheduled on Exhibit C to identify or distinguish any of the Licensed Products (“New Xxxx”) shall inure to the benefit of Licensor. The use of any such New Xxxx in connection with any of the Licensed Products shall be made only with Licensor's written prior approval, which approval will be at Licensor’s sole discretion. If any New Marks are approved by Licensor, such New Marks shall be exclusive with respect to this Agreement such that Licensee shall not use the Rights and/or the Trademarks other than as permitted herein andmanufacture, in particularsell, shall not incorporate the Rights and/or the Trademarks in Licensee's corporate distribute, promote, or business name in any manner whatsoever. Licensee agrees that in using the Rights and Trademarks, it will in no way represent that it has any rights, title and/or interest in and/or to the Rights and/or the Trademarks other than those expressly granted under the terms of this Agreement. Licensee further agrees that it will not use and/or authorize the use, either during or after the term of this Agreement, of any configuration, trademark, trade name or other designation confusingly similar to the Rights and/or any of the Trademarks. (e) Notwithstanding any rights otherwise granted to Licensee by state or federal trademark or copyright laws or otherwise, Licensee shall not without express written permission of MLBPA directly or indirectly useadvertise, or authorize others to usethe manufacture, sale, distribution, promotion, or advertisement of, any product (other than the Licensed Products) in connection with such New Marks. All trademark rights in any manner whatsoeversuch New Xxxx shall belong to Licensor and shall constitute “Property” hereunder and shall be exercised by Licensee only pursuant to Licensor's prior, any artwork or designs or other material involving the Rights and/or Trademarks, or any reproductions thereof following the expiration or termination of this Agreement, notwithstanding their invention or use by Licensee, and Licensee shall destroy all such artwork and/or designs and/or other material and furnish to MLBPA satisfactory evidence of their destructionwritten approval.

Ownership of Rights. (a) It is understood Licensee acknowledges and agreed agrees that MLBPA University is the sole and exclusive holder owner of all rightrights, title and interest in and to its Licensed Indicia as shown in Appendix B, as well as any derivatives of the Rights; and/or the Trademarks for the duration of this Agreement. (b) Nothing contained in this Agreement shall be construed as an assignment to Licensee of any rightLicensed Indicia, title and/or interest in or to the Rights and/or the trademarks, it being understood that and all right, title and interest rights relating thereto are expressly reserved by MLBPA except University. Licensee acknowledges that the University’s rights in the License Indicia shall remain the exclusive property of the University, which to the best of its knowledge, is the sole owner of its rights in the Trademark and its associated goodwill, and the Licensee, by reason of this License or otherwise, has not acquired any right, title, interest or claim of ownership to the Trademark. The Licensee’s use of the Trademark, and any and all goodwill arising from such use, shall inure solely to the University’s benefit. Licensee shall have no sub-license or pass-through rights. Licensee acknowledges the validity of the state and federal registrations the University owns, obtains, or acquires. Licensee shall not, at any time, file any trademark application with the United States Patent and Trademark Office, or with any other governmental entity for the rights being licensed hereunderLicensed Indicia. (c) No license is being granted hereunder for any purpose or as to any products, services or material other than in connection with the Promotion as authorized herein and only in the Licensed Territory. MLBPA reserves for such use as it may determine all rights of any kind other than the rights herein licensed to Licensee. (d) Licensee shall not use the Rights Licensed Indicia or any similar xxxx as, or as part of, a trademark, service xxxx, trade name, fictitious name, company or corporate name anywhere in the world. Any trademark or service xxxx registration obtained or applied for that contains the Licensed Indicia or any similar name, photograph, logo, xxxx or image shall be immediately transferred to the University without compensation. Licensee shall not oppose or seek to cancel or challenge, in any forum, including, but not limited to, the United States Patent and Trademark Office, any application or registration by the University of the Licensed Indicia. Licensee shall not object to, or file any action or lawsuit because of, any use by the University of the Licensed Indicia or any similar name, photograph, logo, xxxx or image for any goods or services, whether such use is by the University directly or through licensees or authorized users. Licensee recognizes the great value of the good will associated with the Licensed Indicia and acknowledges that such good will belongs to the University, and that the Licensed Indicia and similar designs, trademarks, trade names, trade dress, service marks, logo graphics, images, symbols and other indicia have inherent and/or acquired distinctiveness. Licensee shall not, during the Trademarks term of this License or thereafter, dispute or contest the property rights of the University, dispute or contest the validity of this License, or use the Licensed Indicia or any similar name, photograph, logo, xxxx or image in any manner other than as permitted herein and, in particular, shall not incorporate the Rights and/or the Trademarks in Licensee's corporate or business name in any manner whatsoeverexpressly stated herein. Licensee agrees that to assist the University in using the Rights protection of the University’s rights in and Trademarksto the Licensed Indicia and shall provide, at reasonable cost to be borne by the University, any evidence, documents, and testimony concerning the use by Licensee of the Licensed Indicia, which the University may request for use in obtaining, defending, or enforcing rights in the Licensed Indicia and any similar designs, trademarks, trade names, trade dress, service marks, logo graphics, images, symbols and other indicia or related application or registration. Licensee shall notify the University in writing of any infringements by others of the Licensed Indicia, as well as any unauthorized use of the Licensed Indicia of which it will is aware. The University shall have the right to determine whether any action shall be taken on account of any such alleged infringements. Licensee shall not institute any suit or take any action on account of any such alleged infringements without first obtaining the written authorization of the University. Nothing in no way represent that it has this License gives Licensee any rightsright, title and/or title, or interest in and/or the Licensed Indicia except the right to use the Rights and/or the Trademarks other than those expressly granted under Licensed Indicia in accordance with the terms of this AgreementLicense. Licensee's use of the Licensed Indicia shall inure to the benefit of the University. Licensee further agrees acknowledges that any original designs, artwork or other compilations created by it will not use and/or authorize pursuant to this License that contain the useLicensed Indicia or similar designs, either during or after the term of this Agreement, of any configuration, trademarktrademarks, trade name names, trade dress, service marks, logo graphics, images, symbols and other indicia that is used, registered or trademarked by the University, are “compilations” or “supplementary works” as those terms are used in Section 101 of the Copyright Act, and that such designs, artwork or other designation confusingly similar to compilations will be, and will be treated as having been specially ordered or commissioned for use as a compilation or supplementary work rendered for, at the Rights and/or any instigation and under the overall direction of the Trademarks. (e) Notwithstanding any rights otherwise granted to Licensee by state or federal trademark or copyright laws or otherwise, Licensee shall not without express written permission of MLBPA directly or indirectly use, or authorize others to use, in any manner whatsoever, any artwork or designs or other material involving University; and therefore that all the Rights and/or Trademarks, or any reproductions thereof following the expiration or termination of this Agreement, notwithstanding their invention or use work on and contributions by Licensee, as well as the designs, artwork or other compilations themselves, shall at all times be regarded as “work made for hire” by the Licensee for the University. Without limiting the foregoing acknowledgment or subsequent assignment, Licensee further acknowledges that any rights that Licensee might have under this License do not in any way dilute or affect the interests of the University in the Licensed Indicia or any derivatives thereof; nor permit Licensee to copy or use the designs, artwork or other compilations created by it or the Licensed Indicia or University’s other designs, trademarks, trade names, trade dress, service marks, logo graphics, images, symbols and other indicia; nor to affix a copyright or trademark notice to any Licensed Articles or to any product bearing such designs, artwork or other compilations created by Licensee, except as expressly permitted under this License. Licensee shall destroy inform the University in writing of any and all complaints regarding the Licensed Indicia, Licensed Articles, their use, creation, distribution, marketing and/or sale promptly upon Licensee's receipt of such artwork and/or designs and/or other material and furnish to MLBPA satisfactory evidence of their destructioncomplaint.