PROTECTION OF LICENSOR'S RIGHTS. 18.1 Licensee agrees that during the term of this Agreement, or thereafter, it will not register or attempt to register any of the Licensed Marks, nor will Licensee form or incorporate any entity under a name that includes the Licensed Marks. Licensee will not attack the title or any rights of Licensor in and to the Licensed Marks or the Licensed Products or attack the validity of this Agreement.
18.2 Licensee recognizes the great value of the goodwill that is associated with the trademarks, service marks, copyrights, Internet domain names and social media user/screen names in the Licensed Marks, and Licensee acknowledges that, as between the parties, such goodwill is owned exclusively by Licensor and any goodwill created by Licensee’s use of the Licensed Marks shall inure to Licensor’s benefit. Licensee further acknowledges that, as between the parties, all right, title and interest in and to the trademarks, service marks, copyrights, Internet domain names and social media user/screen names in the Licensed Property are owned exclusively by Licensor. Licensee shall not challenge or contest Licensor’s ownership of the trademarks, service marks, copyrights, Internet domain names and social media user/screen names in the Licensed Marks, or their validity, or the validity of the license granted by this License Agreement.
18.3 Licensee further agrees to cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor’s rights in and to the Licensed Marks. In the event there has not been a previous registration of any Licensed Xxxx and/or any material relating thereto for a particular Licensed Product, Licensor may register and maintain, at its Licensee’s expense, trademarks and/or service marks in the appropriate class(es) and/or copyrights in the name of Licensor. Licensee is not permitted to register any copyright, trademark, and/or service xxxx on behalf of Licensor. It is further agreed that nothing contained in this Agreement, and no act or omission by Licensor and/or by Licensee shall be construed as an assignment or grant to Licensee of any right, title, or interest in or to the Licensed Marks, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Licensee of the right to use and utilize the Licensed Marks only as specifically and expressly provided in this Agreement. -20- Initials: _______ Initials: _______
18.4 Licensee also agrees to assist Licensor to the ...
PROTECTION OF LICENSOR'S RIGHTS. (a) Licensor may, in its discretion, file applications for trademark registration or may take other action which it deems necessary to protect its rights. Such action shall be taken at Licensor's sole expense, and Licensee agrees to cooperate with and assist Licensor, at Licensor's expense, as required to obtain such protection.
(b) Licensee agrees to assist Licensor to the extent necessary to protect any of Licensor's rights in the Property, and Licensor, if it so desires, may commence or prosecute any claims or suits in its own name or in the name of Licensee or join Licensee as a party thereto. Licensee shall notify Licensor in writing of any infringements of the Property which may come to Licensee's attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of the Licensor to do so.
(c) Licensee shall not use the Property or any portion thereof with or in connection with a name or trademark of any other party such as to create the impression that any trademark or property rights of Licensor are related to any such rights of a third party, including Licensee.
PROTECTION OF LICENSOR'S RIGHTS. Licensor will be responsible for all decisions relating to the protection of Licensor's rights including the handling of apparent infringements of the Licensor Materials and will consult with Licensee as appropriate before making such decisions. Licensee shall inform Licensor if Licensee learns of any material infringement of the Licensor Materials. Licensee shall reasonably cooperate with Licensor in protecting Licensor's rights in the Licensor Materials including executing, filing, and delivering documentation requested by Licensor (e. g., proof of trademark use). Licensor will reimburse Licensee for pre-approved out-of-pocket costs incurred by Licensee while cooperating under this paragraph.
PROTECTION OF LICENSOR'S RIGHTS. Except as expressly permitted herein, each party shall not copy, distribute, modify, translate, decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine Source Code for the other party's products. Each party shall cooperate with the other party in any legal action to prevent or stop unauthorized use, reproduction or distribution of other party's Source Code, Object Code, Technology or Confidential Information provided hereunder.
PROTECTION OF LICENSOR'S RIGHTS. Licensee agrees that during the term of this Agreement, or thereafter, it will not register or attempt to register any of the Licensed Marks, nor will Licensee form or incorporate any entity under a name that includes the Licensed Marks. Licensee will not attack the title or any rights of Licensor in and to the Licensed Marks or the Licensed Products or attack the validity of this Agreement.
PROTECTION OF LICENSOR'S RIGHTS a. LICENSEE and LICENSOR shall each cooperate with the other party as reasonably required to protect and maintain the copyrights in the Licensed Works and the trademarks that comprise the Licensed SUZY'S ZOO Trademark.
b. LICENSEE shall not challenge or contest LICENSOR'S ownership of the copyrights in the Licensed Works or the trademarks that comprise the Licensed Trademark, or their validity, or the validity of the License granted hereunder.
c. LICENSEE shall protect and preserve LICENSOR's copyrights and trademarks, subject to the provisions of paragraphs 7 and 9.c above, and in no way whatsoever will LICENSEE harm or misuse them or otherwise cause them to be reduced in value to LICENSOR. In this connection, LICENSEE will not manufacture, advertise, sell, or distribute the Licensed Products in any manner which violates
PROTECTION OF LICENSOR'S RIGHTS. Licensee requires all end-users of the Covered Products and any distributors, dealers and resellers therefore throughout Licensee’s distribution channels to agree to the following restrictions: (a) they shall refrain from improper or unauthorized copying of the Covered Products or portions thereof, except for reasonable back-up purposes; and (b) they shall refrain from any reverse engineering, de- compilation and disassembly of the Covered Products or portions thereof other than as is permitted by mandatory law.
PROTECTION OF LICENSOR'S RIGHTS. Licensor may at its sole expense prepare, file, prosecute and maintain (including defending, conducting or participating in alleged infringements or oppositions) its copyright, trade secret, patent, trademark and other proprietary rights in and to the Licensor’s Index, Licensor’s Index Data, the Trademarks and the Other IP Rights.
PROTECTION OF LICENSOR'S RIGHTS. (a) Licensee will not identify itself as owner of any of the Licensed Marks or any right or interest therein except as a licensee.
(b) Licensee will not at any time do any act or thing that may in any way impair or diminish the value of any of the Licensed Marks or the exclusive ownership rights and interests of Licensor therein. Licensee will not, by any act or omission, use any Licensed Xxxx in any manner that may tarnish, degrade, disparage or reflect adversely on Licensor, its business or reputation, or the Licensed Products. Licensee will not, by any act or omission, take any other action which damages Licensor's reputation or which reflects negatively upon Licensor or any of the Licensed Marks or Licensed Products.
PROTECTION OF LICENSOR'S RIGHTS. Licensee agrees that it will not, during the Term of this Agreement or at any time thereafter, (i) make application for, or aid or abet others to seek trademark registrations or recordings of trade names or company names with any government agencies or registries in any country throughout the world of any xxxx or design that consists of or includes the Licensed Xxxx, or variations or limitations thereof, alone or in combination with any other elements; (ii) contest Licensor’s exclusive rights to the Licensed Xxxx; (iii) challenge the validity or enforceability of the Licensed Xxxx (or abet others to do so); or (iv) attack the validity of this Agreement or any of its terms or conditions.
