Seller Licensed Trade Secrets Clause Samples

Seller Licensed Trade Secrets. On and subject to the terms and conditions of this Agreement, Seller hereby grants to Buyer, effective as of the Closing Date, a worldwide, royalty-free, nonexclusive, non-transferable, non-sublicensable (subject to Section 2(f)(iii) below) license, (the “License to Seller Licensed Trade Secrets”) to all trade secrets and know-how owned by Seller used for the manufacturing, testing and inspecting the Transferred Products (the “Seller Licensed Trade Secrets”), but excluding specifically any trade secrets or know-how related to the encryption and authorization of Seller’s cartridge, parts and supplies products, to make and have made, to use and have used, to sell and have sold, to offer to sell, and to export and import any products, and to practice and have practiced any processes or methods solely in the Field of Use. (i) Buyer agrees that Seller is the exclusive owner of the Seller Licensed Trade Secrets and that Seller shall retain full rights to the Seller Licensed Trade Secrets. Buyer shall have no rights, other than the license and rights granted herein, to Seller Licensed Trade Secrets. Buyer agrees, at the request of Seller, to execute any and all papers and documents necessary to preserve and extend the rights relating to the Seller Licensed Trade Secrets. (ii) Buyer agrees not to seek registration or to claim ownership of any Seller Licensed Trade Secrets. (iii) Buyer shall have the right to grant to any of its Affiliates a sublicense under the License to Seller Licensed Trade Secrets granted to it under this Section 2(f), but without any right to sublicense further. Such sublicense granted to an Affiliate of Buyer shall automatically terminate on the date the Affiliate ceases to be an Affiliate. Buyer shall not have the right to grant a sublicense to any Person other than its Affiliates. (iv) The License to Seller Licensed Trade Secrets shall remain in effect for ninety-nine (99) years from the Closing Date, unless earlier terminated in accordance with the provisions of this Agreement. (v) Seller may terminate, with written notice to Buyer, the License to Seller Licensed Trade Secrets granted herein, without extinguishing any other rights and/or remedies, only if any proceeding is instituted by or against Buyer seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, composition, protection or relief of Buyer or its debts or seeking the entry of an order for relief o...