Private Labeling. Upon DISTRIBUTOR's request, iSecureTrac agrees to private label the Products and/or related Product documentation (including, but not limited to, Activation Documentation) with DISTRIBUTOR's trademarks and trade names (collectively, "DISTRIBUTOR Trademarks"), all at no additional charge to DISTRIBUTOR (collectively, "Private Labeling"). All use of DISTRIBUTOR Trademarks by iSecureTrac in connection with any Private Labeling hereunder shall be subject to a limited, personal, non-exclusive, non-transferable, non-assignable license or sublicense (in each case, without right of sublicense) granted by DISTRIBUTOR to iSecureTrac to use the DISTRIBUTOR Trademarks during the Term solely and exclusively for iSecureTrac's performance of Private Labeling as described herein and for such other purposes as DISTRIBUTOR may expressly authorize in advance in writing (the "Limited Trademark License"). All Private Labeling shall be submitted to DISTRIBUTOR for review in advance, and no DISTRIBUTOR Trademark shall be utilized in any Private Labeling without DISTRIBUTOR's specific prior written consent to such use. Each item of documentation or other tangible material (with each copy thereof constituting a separate item) on which any DISTRIBUTOR Trademark appears shall contain a prominent legend stating that the DISTRIBUTOR Trademarks are registered trademarks of DISTRIBUTOR or DISTRIBUTOR's affiliates. The registered symbol "(R)" appearing each time as part of the DISTRIBUTOR Trademark will constitute a sufficient legend. iSecureTrac acknowledges that DISTRIBUTOR is, and shall at all times remain, the sole and exclusive owner of the DISTRIBUTOR Trademarks and all goodwill contained therein, and that neither the Limited Trademark License, nor any Private Labeling, shall convey any right, title, or interest in or to any of the DISTRIBUTOR Trademarks or such goodwill to iSecureTrac. All goodwill arising from iSecureTrac's use of the DISTRIBUTOR Trademarks shall inure solely to the benefit of DISTRIBUTOR, and iSecureTrac shall not assert any claim to any right, title, or interest in or to the DISTRIBUTOR Trademarks or the goodwill associated therewith, nor shall iSecureTrac at any time take any action that could be detrimental to the goodwill associated with any DISTRIBUTOR Trademark, either during the Term or after any Agreement Termination. DISTRIBUTOR may revoke the Limited Trademark License as to any Product or related documentation not then in production upon written notice to iSecureTrac at any time with or without cause. Upon any such revocation, or any Agreement Termination, including, but not limited to, any Agreement Termination resulting from the material breach of either party hereto, the Limited Trademark License shall automatically terminate, and iSecureTrac shall immediately cease all further use of the DISTRIBUTOR Trademarks.
Appears in 3 contracts
Samples: Product Purchase and Distribution Agreement (Isecuretrac Corp), Agreement (Isecuretrac Corp), Product Purchase and Distribution Agreement (Isecuretrac Corp)
Private Labeling. Upon DISTRIBUTOR's Buyer’s request, iSecureTrac Seller agrees to private label the Products and/or related Products, User Manuals, and Product documentation (including, but not limited to, Activation Documentation) Documentation with DISTRIBUTOR's Buyer’s trademarks and trade names (collectively, "DISTRIBUTOR “Buyer Trademarks"”), all Products and Documentation, all at no additional charge to DISTRIBUTOR Buyer (collectively, "“Private Labeling"”). All use of DISTRIBUTOR Buyer Trademarks by iSecureTrac Seller in connection with any Private Labeling hereunder shall be subject to a limited, personal, non-exclusive, non-transferable, non-assignable license or sublicense (in each case, without right of sublicense) granted by DISTRIBUTOR Buyer to iSecureTrac Seller to use the DISTRIBUTOR Buyer Trademarks during the Term solely and exclusively for iSecureTrac's Seller’s performance of Private Labeling as described herein and for such other purposes as DISTRIBUTOR Buyer may expressly authorize in advance in writing (the "“Limited Trademark License"”). All Private Labeling shall be submitted to DISTRIBUTOR Buyer for review in advance, and no DISTRIBUTOR Buyer Trademark shall be utilized in any Private Labeling without DISTRIBUTOR's Buyer’s specific prior written consent to such use. Each item of Master Supply & Purchasing Agreement documentation or other tangible material (with each copy thereof constituting a separate item) on which any DISTRIBUTOR Buyer Trademark appears shall contain a prominent legend stating that the DISTRIBUTOR Buyer Trademarks are registered trademarks of DISTRIBUTOR Buyer or DISTRIBUTOR's affiliatesBuyer’s Affiliates. The registered symbol "(R)" “®” appearing each time as part of the DISTRIBUTOR Buyer Trademark will constitute a sufficient legend. iSecureTrac Seller acknowledges that DISTRIBUTOR Buyer is, and shall at all times remain, the sole and exclusive owner of the DISTRIBUTOR Buyer Trademarks and all goodwill contained therein, and that neither the Limited Trademark License, nor any Private Labeling, shall convey any right, title, or interest in or to any of the DISTRIBUTOR Buyer Trademarks or such goodwill to iSecureTracSeller. All goodwill arising from iSecureTrac's Seller’s use of the DISTRIBUTOR Buyer Trademarks shall inure solely to the benefit of DISTRIBUTORBuyer, and iSecureTrac Seller shall not assert any claim to any right, title, or interest in or to the DISTRIBUTOR Buyer Trademarks or the goodwill associated therewith, nor shall iSecureTrac Seller at any time take any action that could be detrimental to the goodwill associated with any DISTRIBUTOR Buyer Trademark, either during the Term or after any Agreement Terminationthe termination or expiration of this Agreement. DISTRIBUTOR Buyer may revoke the Limited Trademark License as to any Product, User Manual, or Product or related documentation Documentation not then in production upon written notice to iSecureTrac Seller at any time with or without cause. Upon any such revocation, or any termination or expiration of this Agreement Terminationfor any reason whatsoever, including, but not limited to, including any Agreement Termination termination resulting from the material breach of either party hereto, the Limited Trademark License shall automatically terminate, and iSecureTrac Seller shall immediately cease all further use of the DISTRIBUTOR Buyer Trademarks.
Appears in 1 contract
Samples: Purchasing Agreement
Private Labeling. Upon DISTRIBUTOR's Buyer’s request, iSecureTrac Seller agrees to private label the Products and/or related Products, User Manuals, and Product documentation (including, but not limited to, Activation Documentation) Documentation with DISTRIBUTOR's Buyer’s trademarks and trade names (collectively, "DISTRIBUTOR “Buyer Trademarks"”), all Products and Documentation, all at no additional charge to DISTRIBUTOR Buyer (collectively, "“Private Labeling"”). All use of DISTRIBUTOR Buyer Trademarks by iSecureTrac Seller in connection with any Private Labeling hereunder shall be subject to a limited, personal, non-exclusive, non-transferable, non-assignable license or sublicense (in each case, without right of sublicense) granted by DISTRIBUTOR Buyer to iSecureTrac Seller to use the DISTRIBUTOR Buyer Trademarks during the Term solely and exclusively for iSecureTrac's Seller’s performance of Private Labeling as described herein and for such other purposes as DISTRIBUTOR Buyer may expressly authorize in advance in writing (the "“Limited Trademark License"”). All Private Labeling shall be submitted to DISTRIBUTOR Buyer for review in advance, and no DISTRIBUTOR Buyer Trademark shall be utilized in any Private Labeling without DISTRIBUTOR's Buyer’s specific prior written consent to such use. Each item of documentation or other tangible material (with each copy thereof constituting a separate item) on which any DISTRIBUTOR Buyer Trademark appears shall contain a prominent legend stating that the DISTRIBUTOR Buyer Trademarks are registered trademarks of DISTRIBUTOR Buyer or DISTRIBUTOR's affiliatesBuyer’s Affiliates. The registered symbol "(R)" “®” appearing each time as part of the DISTRIBUTOR Buyer Trademark will constitute a sufficient legend. iSecureTrac Seller acknowledges that DISTRIBUTOR Buyer is, and shall at all times remain, the sole and exclusive owner of the DISTRIBUTOR Buyer Trademarks and all goodwill contained therein, and that neither the Limited Trademark License, nor any Private Labeling, shall convey any right, title, or interest in or to any of the DISTRIBUTOR Buyer Trademarks or such goodwill to iSecureTracSeller. All goodwill arising from iSecureTrac's Seller’s use of the DISTRIBUTOR Buyer Trademarks shall inure solely to the benefit of DISTRIBUTORBuyer, and iSecureTrac Seller shall not assert any claim to any right, title, or interest in or to the DISTRIBUTOR Buyer Trademarks or the goodwill associated therewith, nor shall iSecureTrac Seller at any time take any action that could be detrimental to the goodwill associated with any DISTRIBUTOR Buyer Trademark, either during the Term or after any Agreement Terminationthe termination or expiration of this Agreement. DISTRIBUTOR Buyer may revoke the Limited Trademark License as to any Product, User Manual, or Product or related documentation Documentation not then in production upon written notice to iSecureTrac Seller at any time with or without cause. Upon any such revocation, or any termination or expiration of this Agreement Terminationfor any reason whatsoever, including, but not limited to, including any Agreement Termination termination resulting from the material breach of either party hereto, the Limited Trademark License shall automatically terminate, and iSecureTrac Seller shall immediately cease all further use of the DISTRIBUTOR Buyer Trademarks.
Appears in 1 contract
Samples: License and Collaboration Agreement (Planet Alpha Corp.)
Private Labeling. Upon DISTRIBUTOR's Purchaser’s request, iSecureTrac Seller agrees to private label the Products and/or related and Product documentation (including, but not limited to, Activation Documentation) Documentation with DISTRIBUTOR's Purchaser’s trademarks and trade names (collectively, "DISTRIBUTOR “Purchaser Trademarks"”), all at no additional charge to DISTRIBUTOR Purchaser (collectively, "“Private Labeling"”). All use of DISTRIBUTOR Purchaser Trademarks by iSecureTrac Seller in connection with any Private Labeling hereunder shall be subject to a limited, personal, non-exclusive, non-transferable, non-assignable license or sublicense (in each case, without right of sublicense) granted by DISTRIBUTOR Purchaser to iSecureTrac Seller to use the DISTRIBUTOR Purchaser Trademarks during the Term solely and exclusively for iSecureTrac's from Seller’s performance of Private Labeling as described herein and for such other purposes as DISTRIBUTOR Purchaser may expressly authorize in advance in writing (the "“Limited Trademark License"). ”) All Private Labeling shall be submitted to DISTRIBUTOR Purchaser for review in advance, and no DISTRIBUTOR Purchaser Trademark shall be utilized in any Private Labeling without DISTRIBUTOR's Purchaser’s specific prior written consent to such use. Each item of documentation or other tangible material (with each copy thereof constituting a separate item) on which any DISTRIBUTOR Purchaser Trademark appears shall contain a prominent legend stating that the DISTRIBUTOR Purchaser Trademarks are registered trademarks of DISTRIBUTOR Purchaser or DISTRIBUTOR's affiliatesPurchaser’s Affiliates. The registered symbol "(R)" ® appearing each time as part of the DISTRIBUTOR Purchaser Trademark will constitute a sufficient legend. iSecureTrac Seller acknowledges that DISTRIBUTOR Purchaser is, and shall at all times remain, the sole and exclusive owner of the DISTRIBUTOR Purchaser Trademarks and all goodwill contained therein, and that neither the Limited Trademark License, nor any Private Labeling, Labeling shall convey any right, title, title or interest in or to any of the DISTRIBUTOR Purchaser Trademarks or such goodwill to iSecureTracSeller. All goodwill arising from iSecureTrac's Seller’s use of the DISTRIBUTOR Purchaser Trademarks shall inure solely to the benefit of DISTRIBUTORPurchaser, and iSecureTrac Seller shall not assert any claim to any right, title, title or interest in or to the DISTRIBUTOR Purchaser Trademarks or the goodwill associated therewith, nor shall iSecureTrac Seller at any time take any action that could be detrimental to the goodwill associated with any DISTRIBUTOR Purchaser Trademark, either during the Term or after any Agreement Terminationthe termination or expiration of this Agreement. DISTRIBUTOR Purchaser may revoke the Limited Trademark License as to any Product or related documentation Product Documentation not then in production upon written notice to iSecureTrac Seller at any time with or without cause. Upon any such revocation, or upon any termination or expiration of this Agreement Terminationfor any reason whatsoever, including, but not limited to, including any Agreement Termination termination resulting from the material breach of either party hereto, the Limited Trademark License shall automatically terminate, and iSecureTrac Seller shall immediately cease all further use of the DISTRIBUTOR Purchaser Trademarks.
Appears in 1 contract
Samples: Purchase Agreement (M/a-Com Technology Solutions Holdings, Inc.)