Seller Licensed Trademarks Clause Samples

Seller Licensed Trademarks. 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(d)(iv) below) license to use Seller Licensed Trademarks (the “License to Seller Licensed Trademarks”) solely in association with the manufacturing, marketing and sale of cartridges, parts and supplies that are compatible with the Transferred Products. Seller Licensed Trademarks means all U.S. and non-U.S. registered and unregistered (but registrable) trademarks listed in Schedule C (the “Seller Licensed Trademarks”). (i) Buyer agrees that Seller is the exclusive owner of the Seller Licensed Trademarks and all goodwill attached thereto and that Seller shall retain full rights to the Seller Licensed Trademarks, all registrations granted thereon and the goodwill associated therewith. Buyer shall have no rights, other than the license and rights granted herein, to the Seller Licensed Trademarks or any confusingly similar variations thereof. Buyer agrees, at the request of Seller, to execute any and all papers and documents necessary to preserve and extend the trademark rights relating to the Seller Licensed Trademarks. (ii) Buyer agrees not to seek registration or to claim ownership of any Seller Licensed Trademarks, or of confusingly similar trademarks or tradenames. (iii) Buyer shall operate the business of its products or services using the Seller Licensed Trademarks in accordance with the standards and requirements of quality and production necessary to produce products of such nature and quality as the Parties agree upon in writing. Seller shall have the right to inspect and audit, at reasonable times and with reasonable notice, Buyer products sold or distributed under Seller Licensed Trademarks to assure such agreed upon nature and quality of Buyer’s products associated with the Seller Licensed Trademarks. (iv) Buyer shall have the right to grant to any of its Affiliates a sublicense under the License to Seller Licensed Trademarks granted to it under this Section 2(d), 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. (v) The License to Seller Licensed Trademarks shall remain in effect for ninety-nine (99) years fro...