Restrictions and Limitations. (i) Reseller may not use the Licensed IP on the Internet (except to identify itself to consumers as an “Authorized Reseller of Navico Products,” using the format provided or approved by Navico). (ii) Reseller shall ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by Navico; (b) not modified in any manner without the prior written consent of Navico; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; and (d) displayed according to specifications which Navico may provide or amend from time to time. (iii) Reseller shall perform all acts requested by Navico to ensure that the nature and quality of Reseller’s use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. Reseller is specifically prohibited from registering or using any domain name containing any of Navico’s trademarks. (iv) Reseller shall have no right, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of Navico. Reseller shall not do anything inconsistent with Navico’s ownership of the Licensed IP, including, but not limited to, using, causing or permitting another party to use the Licensed IP as any part of a uniform resource locator (“URL”), meta data tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or Navico’s title to or rights in the Licensed IP. (v) Reseller shall not use the Licensed IP in a manner that disparages Navico or the Products, blurs, dilutes or otherwise diminishes the Licensed IP, or portrays Navico or the Products in a false, competitively adverse or poor light. (vi) Except for a sixty (60) day sell-through period from the date of termination of this Agreement, upon termination of this Agreement Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an Authorized Reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to Navico all Confidential Information (as defined in Section 15 below) including, but not limited to, all documents and information concerning prices, marketing, advertising and promotional activities. (vii) Reseller shall promptly inform Navico of any action or conduct of any person which may infringe upon any of Navico’s intellectual property rights. Navico shall have the sole discretion whether to take legal action against any such infringement and any damages or other monies recovered on account of such infringement, whether by judgment, settlement or otherwise, shall belong exclusively to Navico. Reseller shall cooperate fully with Navico in connection with any legal action taken by Navico in connection with any such infringement. (viii) Reseller shall comply with the additional conditions regarding the use of Navico’s intellectual property described in Schedule A headed “Using Navico’s Intellectual Property.”
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Samples: Reseller Agreement, Reseller Agreement
Restrictions and Limitations. (i) Reseller may not use the Licensed IP on the Internet (except to identify itself to consumers as an “Authorized Reseller of Navico Jabra Products,” using the format provided or approved by NavicoJabra).
(ii) A. Reseller shall ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by NavicoJabra; (b) not modified in any manner without the prior written consent of NavicoJabra; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; and (d) displayed according to specifications which Navico Jabra may provide or amend from time to time.
(iii) B. Reseller shall perform all acts requested by Navico Jabra to ensure that the nature and quality of Reseller’s use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. Reseller is specifically prohibited from registering or using any domain name containing any of NavicoJabra’s trademarks.
(iv) C. Reseller shall have no right, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of NavicoJabra. Reseller shall not do anything inconsistent with NavicoJabra’s ownership of the Licensed IP, including, but not limited to, using, causing or permitting another party to use the Licensed IP as any part of a uniform resource locator (“URL”), meta data tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or NavicoJabra’s title to or rights in the Licensed IP.
(v) D. Reseller shall not use the Licensed IP in a manner that disparages Navico Jabra or the Products, blurs, dilutes or otherwise diminishes the Licensed IP, or portrays Navico Jabra or the Products in a false, competitively adverse or poor light.
(vi) Except for a sixty (60) day sell-through period from the date of termination of this Agreement, upon E. Upon termination of this Agreement Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an Authorized Reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to Navico all Confidential Information (as defined in Section 15 below) including, but not limited to, all documents and information concerning prices, marketing, advertising and promotional activities.
(vii) F. Reseller shall promptly inform Navico Jabra of any action or conduct of any person which may infringe upon any of NavicoJabra’s intellectual property rights. Navico Jabra shall have the sole discretion whether to take legal action against any such infringement and any damages or other monies recovered on account of such infringement, whether by judgment, settlement or otherwise, shall belong exclusively to NavicoJabra. Reseller shall cooperate fully with Navico Jabra in connection with any legal action taken by Navico Jabra in connection with any such infringement.
(viii) G. Reseller shall comply with the additional conditions regarding the use of Navico’s Jabra intellectual property described in Schedule A B headed “Using NavicoJabra’s Intellectual Property.”
Appears in 1 contract
Samples: United States Authorized Indirect Reseller Agreement
Restrictions and Limitations. (i) Reseller may not use the Licensed IP on the Internet (except to identify itself to consumers as an “Authorized Reseller of Navico ProductsJabra Products and Services,” using the format provided or approved by NavicoXxxxx).
(ii) Reseller shall ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by NavicoXxxxx; (b) not modified in any manner without the prior written consent of NavicoJabra; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; and (d) displayed according to specifications which Navico Jabra may provide or amend from time to time.
(iii) Reseller shall perform all acts requested by Navico Xxxxx to ensure that the nature and quality of Reseller’s use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. Reseller is specifically prohibited from registering or using any domain name containing any of NavicoXxxxx’s trademarks.
(iv) Reseller shall have no right, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of NavicoJabra. Reseller shall not do anything inconsistent with NavicoXxxxx’s ownership of the Licensed IP, including, but not limited to, using, causing or permitting another party to use the Licensed IP as any part of a uniform resource locator (“URL”), meta data tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or NavicoXxxxx’s title to or rights in the Licensed IP.
(v) Reseller shall not use the Licensed IP in a manner that disparages Navico Jabra or the ProductsProducts and Services, blurs, dilutes or otherwise diminishes the Licensed IP, or portrays Navico Jabra or the Products and Services in a false, competitively adverse or poor light.
(vi) Except for a sixty (60) day sell-through period from the date of termination of this Agreement, upon Upon termination of this Agreement Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an Authorized Reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to Navico all Confidential Information (as defined in Section 15 below) including, but not limited to, all documents and information concerning prices, marketing, advertising and promotional activities.
(vii) Reseller shall promptly inform Navico Xxxxx of any action or conduct of any person which may infringe upon any of NavicoXxxxx’s intellectual property rights. Navico Xxxxx shall have the sole discretion whether to take legal action against any such infringement and any damages or other monies recovered on account of such infringement, whether by judgment, settlement or otherwise, shall belong exclusively to NavicoJabra. Reseller shall cooperate fully with Navico Jabra in connection with any legal action taken by Navico Xxxxx in connection with any such infringement.
(viii) Reseller shall comply with the additional conditions regarding the use of Navico’s Jabra intellectual property described in Schedule A headed “Using Navico’s Intellectual Propertythe brand guidelines set forth on the Portal at xxx.xxxxx.xxx/xxxxx-xxxxxxx, which Jabra may update from time to time.”
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Restrictions and Limitations. (i) Reseller may not use the Licensed IP on the Internet (except to identify itself to consumers as an “Authorized Reseller of Navico Products,” using the format provided or approved by Navico).
(ii) Reseller shall ensure that the Licensed IP is: (a) used in conjunction with the ® or TM designations as directed by Navico; (b) not modified in any manner without the prior written consent of Navico; (c) used alone without any other terms, marks, or designs which may detract from the Licensed IP; and (d) displayed according to specifications which Navico may provide or amend from time to time.
(iii) Reseller shall perform all acts requested by Navico to ensure Licensee agrees that the nature and quality operation of Reseller’s use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. Reseller is specifically prohibited from registering or using any domain name containing any of Navico’s trademarks.
(iv) Reseller shall have no rightits business, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of Navico. Reseller shall not do anything inconsistent with Navico’s ownership of the Licensed IP, including, including but not limited to, usingits development of products and performance of services, causing or permitting another party shall be of high quality and in compliance with those standards, if any, promulgated by Licensor from time to use the Licensed IP as any part of a uniform resource locator time (“URL”"Standards"), meta data tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or Navico’s title to or rights in the Licensed IP.
(v) Reseller shall not use the Licensed IP in a manner Licensee also agrees that disparages Navico or the Products, blurs, dilutes or otherwise diminishes the Licensed IP, or portrays Navico or the Products in a false, competitively adverse or poor light.
(vi) Except for a sixty (60) day sell-through period from the date of termination of this Agreement, upon termination of this Agreement Reseller shall immediately discontinue and abandon its use of the Licensed IPMarks shall be in compliance with those guidelines, if any, promulgated by Licensor from time to time ("Guidelines"). Licensee's agreement to comply with these Standards and Guidelines shall cease constitute a material element of this Agreement.
(b) Licensor shall have the right of periodic inspection of Licensee and each of its facilities to advertise review compliance with the Standards and Guidelines. Licensor or represent itself its duly authorized representatives shall have the right, during regular business hours and upon reasonable prior notice to Licensee, to examine all documents, materials and records in the possession or under the control of Licensee relating to compliance with the Standards and Guidelines by or for Licensee. Should Licensor notify Licensee that its business operations fail in any manner to comply with the Standards or Guidelines, Licensee shall promptly correct such defects in accordance with instructions from Licensor with respect thereto.
(c) Licensee shall use and display the Marks only as an Authorized Resellerauthorized in Section 2(b) above and in such form and manner as are specifically approved by Licensor under the following procedure. If Licensee plans to use the Marks in a form or manner that has not previously been approved by Licensor, Licensee shall submit its proposed form or manner of use, or both, to Licensor in writing, and if Licensor has not rejected such form or manner, or both, in writing within fifteen (15) days after its submission by Licensee, then such form or manner shall cease be deemed approved. Licensor shall not unreasonably reject a proposed form or manner of use of the Marks.
(d) Licensee agrees not to marketuse any other trademarks, advertiseservice marks or trade names in connection with its business or services which are substantially similar to or which so nearly resemble the Marks as to be likely to cause deception or confusion.
(e) If either party discovers that any of the Intellectual Property is infringed, offer it shall communicate the details to sell, and/or sell the Productsother party. Reseller must promptly return to Navico all Confidential Information (as defined in Section 15 below) includingLicensor shall thereupon have the exclusive right, but not limited tothe obligation, all documents to take whatever action it deems necessary, including the filing of lawsuits, to protect the rights of the parties to this Agreement and information concerning pricesto terminate such infringement. The parties shall cooperate with one another if Licensor takes any such action and shall split the expenses associated therewith as mutually agreed. If Licensor does not wish to take any action hereunder, marketingLicensee shall also have the right, advertising and promotional activitiesbut not the obligation, to take any such action, provided Licensor consents thereto.
(viif) Reseller shall promptly inform Navico For the term of this Agreement plus five (5) years, Licensee will not disclose to others or use for any action purpose of its own, other than as permitted under this Agreement, any Confidential Information, financial or conduct of any person which may infringe upon any of Navico’s intellectual property rights. Navico shall have the sole discretion whether to take legal action against any such infringement and any damages business data, technical data, or other monies recovered on account confidential or proprietary information obtained from Licensor, or from an affiliated entity of Licensor. With respect to Trade Secrets, Licensee agrees not to use for any purpose whatsoever, other than as permitted under this Agreement, or to disclose Trade Secrets at any time during or after the term of this Agreement or until such infringementTrade Secrets lose their status as such by becoming generally available to the public by independent discovery, whether development, or publication. Licensee shall take reasonable measures, at least consistent with those taken to protect its own similar types of Confidential Information and Trade Secrets, to protect Licensor's Confidential Information and Trade Secrets against disclosures prohibited by judgment, settlement this Agreement. This Section 6(f) shall survive the termination or otherwise, shall belong exclusively to Navico. Reseller shall cooperate fully with Navico in connection with any legal action taken by Navico in connection with any such infringementexpiration of this Agreement as set forth herein.
(viiig) Reseller Licensee agrees that the operation of its business shall comply in all respects be performed in accordance with the additional conditions regarding the use of Navico’s intellectual property described in Schedule A headed “Using Navico’s Intellectual Propertyall applicable federal, state and local laws and regulations.”
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