Protection of Licensed Trademarks. Publisher shall assist Microsoft in protecting and maintaining Microsoft’s rights in the Licensed Trademarks, including preparation and execution of documents necessary to register the Licensed Trademarks or record this Agreement, and giving immediate notice to Microsoft of potential infringement of the Licensed Trademarks. Microsoft shall have the sole right to and in its sole discretion may, commence, prosecute or defend, and control any action concerning the Licensed Trademarks, either in its own name or by joining Publisher as a party thereto. Publisher shall not during the term of this Agreement contest the validity of, by act or omission jeopardize, or take any action inconsistent with, Microsoft’s rights or goodwill in the Licensed Trademarks in any country, including attempted registration of any Licensed Trademark, or use or attempted registration of any xxxx confusingly similar thereto.
Protection of Licensed Trademarks. (a) Licensee shall take reasonable steps to avoid endangering the validity of the Licensed Trademarks, including compliance with the applicable Laws in all countries where Licensed Products are Commercialized. Licensee shall execute registered user agreements and similar documents required by Licensor to protect or enhance Licensor’s title and rights in the Licensed Trademarks. Except as otherwise provided in this Agreement, Licensee shall be responsible for all out-of-pocket costs and expenses incurred in connection with obtaining and maintaining trademark registrations where such registrations would not have been applied for or maintained in the absence of Licensee’s activities under this Agreement, recording this Agreement and obtaining the entry of Licensee as a registered or authorized user of the Licensed Trademarks.
(b) In the event that Licensee learns of any infringement or threatened infringement of the Licensed Trademarks or any passing-off or that any third party alleges or claims to Licensee that the Licensed Trademarks are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right, Licensee shall as promptly as reasonably practicable notify Licensor or its authorized representative giving particulars thereof. Licensor may elect to pursue such claims and any such proceedings shall be at the sole expense of Licensor and any recoveries shall be solely for the benefit of Licensor. Nothing herein, however, shall be deemed to require Licensor to enforce the Licensed Trademarks against others.
(c) In the performance of this Agreement, each Party shall comply with all applicable Laws regarding Intellectual Property Rights, and those Laws particularly pertaining to the proper use and designation of Trademarks. Should either Party be or become aware of any applicable Laws regarding Intellectual Property Rights that are inconsistent with the provisions of this Agreement, it shall as promptly as reasonably practicable notify the other Party of such inconsistency.
Protection of Licensed Trademarks. At Microsoft’s request and expense, EA shall assist Microsoft in protecting and maintaining Microsoft’s rights in the Licensed Trademarks, including preparation and execution of documents necessary to register the Licensed Trademarks or record this Agreement, and giving immediate notice to Microsoft of potential infringement of the Licensed Trademarks of which EA becomes aware, except in cases of the mere unauthorized replications and distribution of FPUs or Marketing Materials. Microsoft shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any action concerning the Licensed Trademarks, either in its own name or by joining EA as a party thereto. EA shall not during the Term of this Agreement contest the validity of, by act or omission jeopardize, or take any action inconsistent with, Microsoft’s rights or goodwill in the Licensed Trademarks in any country, including attempted registration of any Licensed Trademark, or use or attempted registration of any xxxx confusingly similar thereto.
Protection of Licensed Trademarks. Licensee shall, at Microsoft's reasonable request and expense, assist Microsoft in protecting and maintaining Microsoft's rights in the Licensed Trademarks, including preparation and execution of documents necessary to register the Licensed Trademarks or record this Agreement, and giving prompt notice to Microsoft of apparent infringement of the Licensed Trademarks. Microsoft shall have the sole right to and in its sole discretion may, commence, prosecute or defend, and control any action concerning the Licensed Trademarks, either in its own name or, with Licensee's consent (not to be unreasonably withheld), by joining Licensee as a party thereto. Licensee shall not during the Term of this Agreement contest the validity of, by act or omission jeopardize, or take any action inconsistent with, Microsoft's rights or goodwill in the Licensed Trademarks in any country, including attempted registration of any Licensed Trademark, or use or attempted registration of any xxxx confusingly similar thereto.
Protection of Licensed Trademarks. Licensee shall assist Microsoft, at Microsoft's reasonable cost, in protecting and maintaining Microsoft's rights in the Licensed Trademarks, including preparation and execution of documents necessary to register the Licensed Trademarks or record this Agreement, and giving immediate notice to Microsoft of potential infringement of the Licensed Trademarks. Microsoft shall have the sole right to and in its sole discretion may commence, prosecute or defend, and control any action concerning the Licensed Trademarks, either in its own name or by joining Licensee as a party thereto. Licensee shall not during the Term of this Agreement contest the validity of, by act or omission jeopardize, or take any action inconsistent with, Microsoft's rights or goodwill in the Licensed Trademarks in any country, including attempted registration of any Licensed Trademark, or use or attempted registration of any xxxx confusingly similar thereto.
Protection of Licensed Trademarks. Each Licensee shall (a) comply in all material respects at all times with applicable Laws and (b) operate its business and sell Licensed Products in accordance in all material respects with at least the same standards of quality, appearance, service and other standards that it has observed as of the Effective Date. In order to promote adherence to such standards and for the purpose of protecting and maintaining the goodwill associated with the Licensed Trademarks and the reputation of Parent, Parent shall have the right to obtain from each Licensee reasonable information as to the operation of such Licensee’s business regarding the Licensed Products and the manner in which the Licensed Trademarks are used.
Protection of Licensed Trademarks a. Ashworth acknowledges and agrees that Callaway Golf is the xxxxx xx xxx Xxxxemarks and shall not during the term of this Agreement or thereafter, directly or indirectly, through itself or third parties contest or challenge Callaway Golf's rights in the Trademarks. Ashworth shall not at any time use the Callaway Golf Trademarks in axx xxxxxr in derogation of Callaway Golf's rights therein or claim any rights in the Trademarks adverse to Callaway Golf. Ashworth also agrees that any and all rights that may be acquired by xxx xxx of the Trademarks by Ashworth, including but not limited to any goodwill associated with xxx xxx of the Trademarks, shall inure to the sole benefit of Callaway Golf. Ashworth agrees to execute all papers reasonably requested by Callawxx Xxxx to effect further registration of, maintenance and renewal of the Trademarks and, if requested by Callaway Golf and at Callaway Golf's expense, to record Ashworth as a registered user of the Trademarks. Except in connectiox xxxx xhe specific activities authorized by Callaway Golf in this Agreement, Ashworth shall not use the Trademarks or any part thereof as a corpoxxxx xxxe, domain name, e-mail address, trade name, service mark, fictitious business name or d.b.
a. nor directly or indirectly xxx any name or mark, resembling, confusingly similar, deceptive or misleading with xxxxect to the Trademarks. Ashworth further acknowledges that it has no ownership interest in axx xx xxe logos, designs and marks in which the Trademarks may appear. Ashworth hereby quitclaims to Callaway Golf any right, title or intexxxx xx has or may acquire through operation of law or otherwise with respect to the Trademarks, any and all logos, designs and marks in which the Trademarks may appear and all goodwill associated therewith.
b. Ashworth further agrees not to directly or indirectly, throxxx xxxxxx xx xxxrd parties, register the Trademarks in any country, or any name or mark resembling, confusingly similar to, deceptive or misleading witx xxspect to the Trademarks. If any application for registration is or has been filed in any country by Ashworth that relates to any name or mark which resembles, is confusxxxxx xxmilar, deceptive or misleadinx xxth respect to the Trademarks, Ashworth shall immediately abandon any such application or registratxxx xx, at Callaway Golf's sole and absolute discretion, assign it to Callaway Golf. Ashworth shall reimburse Callaway Golf for all reasonable costs and xxxxxxx of any opposit...
Protection of Licensed Trademarks. Publisher shall assist Microsoft in protecting and maintaining Microsoft’s rights in the Licensed Trademarks, including preparation and execution of documents necessary to register the Licensed Trademarks or record this Agreement, and giving prompt notice to Microsoft of apparent infringement of the Licensed Trademarks. Microsoft shall have the sole right to and in its sole discretion may, commence, prosecute or defend, and control any action concerning the Licensed Trademarks, either in its own name or, with Publisher’s consent (not to be unreasonably withheld) by joining Publisher as a party thereto. Publisher shall not during the term of this Agreement contest the validity of, by act or omission jeopardize, or take any action inconsistent with, Microsoft’s rights or goodwill in the Licensed Trademarks in any country, including attempted registration of any Licensed Trademark, or use or attempted registration of any mxxx confusingly similar thereto.
Protection of Licensed Trademarks. Each Tradename Licensee shall (a) comply in all material respects at all times with applicable Laws and (b) operate its business in accordance in all material respects with at least the same standards of quality, appearance, service and other standards that it has observed as of the Effective Date. In order to promote adherence to such standards and for the purpose of protecting and maintaining the goodwill associated with the Licensed Trademarks and the reputation of Parent, Parent shall have the right to obtain from each Tradename Licensee reasonable information as to the operation of such Tradename Licensee’s business and the manner in which the Licensed Trademarks are used in connection with such Tradename Licensee’s Corporate Names. If, at any time, the Tradename Licensee fails, in the good faith reasonable opinion of Parent, to conform in all material respects to the standards and other requirements set forth in this Section 5.4, and Parent notifies the Tradename Licensee in writing of such failure, the Tradename Licensee promptly shall take such steps as are reasonably necessary to conform in all material respects with such standards and other requirements of this Agreement. If the Tradename Licensee fails to cure any such non-conformity within ninety (90) calendar days of such notice of nonconformity, but has taken reasonable best efforts in attempting to cure such non-conformity, then such Tradename Licensee shall have a reasonable period to cure such non-conformity; provided, that such Tradename Licensee consults with Parent to determine the steps that are reasonably necessary. If such Tradename Licensee fails to cure any such non-conformity within ninety (90) calendar days of such notice of nonconformity, and has not taken reasonable best efforts in attempting to cure such non-conformity, such Tradename Licensee shall promptly cease use of the Licensed Trademarks in its Corporate Names.
Protection of Licensed Trademarks. Licensee shall assist Microsoft in protecting and maintaining Microsoft's rights in the Licensed Trademarks, including preparation and execution of documents necessary to register the Licensed Trademarks or record this Agreement, and giving immediate notice to Microsoft of potential infringement of the Licensed Trademarks. Microsoft shall have the sole right to and in its sole discretion may commence, prosecute or defend, and control any action concerning the Licensed Trademarks either in its own name or by joining Licensee as a party thereto. Licensee shall not during the Term of this Agreement contest the validity of, by act or omission jeopardize, or take any action inconsistent with, Microsoft's rights or goodwill in the Licensed Trademarks in any country, including attempted registration of any Licensed Trademark, or use or attempted registration of any xxxx confusingly similar thereto.
