Common use of Shared Secondary Brands Clause in Contracts

Shared Secondary Brands. (a) Notwithstanding anything to the contrary in this Agreement, the Distribution or other Ancillary Agreements, the Parties acknowledge that the Parties have used, and may continue to use, secondary Source Indicators that are not included in the ADT Brand and, after the Trademark Assignment Date, wish to share use of the SECURITYLINK (as one or two words) and SELECT, SELECT LINK and SELECT FLEET MANAGER (collectively, the “SELECT Marks”) secondary Source Indicators, as set forth below (the SECURITYLINK and the SELECT Marks shall be collectively hereinafter referred to as the “Shared Secondary Brands”). (b) After the Trademark Assignment Date, ADT Residential may use, attempt to register and register (including in New Media), in the ADT Residential Territory, the Shared Secondary Brands alone, together or in association with any ADT Brand, ADT Residential Source Indicator and/or word, so long as such SECURITYLINK xxxx or SELECT Xxxx, as the case may be, is not identical or confusingly similar to a Shared Secondary Brand registered or applied-for by Tyco or its Affiliates in the ADT Residential Territory. Accordingly, ADT Residential may use either or both Shared Secondary Brands alone (as one or more words) provided such Shared Secondary Brands are used in association with an ADT Residential Source Indicator (e.g., a SECURITYLINK tab on its or its Affiliates websites, in ADT Residential marketing materials). For the avoidance of doubt, the Parties acknowledge and agree that a xxxx comprised of ADT SECURITYLINK, ADT SECURITY LINK or SECURITYLINK with an ADT Source Indicator, is not identical or confusingly similar to the SECURITYLINK marks registered by Tyco or its Affiliates. (c) After the Trademark Assignment Date, Tyco may use, attempt to register and register (including in New Media), worldwide, the Shared Secondary Brands alone, or together or in association with any Tyco Source Indicator and/or word, so long as such SECURITYLINK or SELECT Xxxx, as the case may be, is not identical or confusingly similar to a Shared Secondary Brand registered or applied-for by ADT Residential or its Affiliates in the ADT Residential Territory. Accordingly, Tyco may use either or both Shared Secondary Brands alone (as one or more words) provided such Shared Secondary Brands are used in association with a Tyco Source Indicator (e.g., a SELECT tab on its or its Affiliates websites, in Tyco marketing materials). For the avoidance of doubt, the Parties acknowledge and agree that a xxxx comprised of TYCO SELECT, TYCO SELECT LINK, TYCO SELECT FLEET MANAGER or SELECT together with a Tyco Source Indicator, is not identical or confusingly similar to the ADT SELECT and ADT SELECT LINK marks registered by ADT Residential or its Affiliates. (d) At a Party’s request and expense, the other Party agrees to, to the fullest extent permitted by applicable Law: (i) take all appropriate actions, including granting consents to the requesting Party with respect thereto, to permit the requesting Party to obtain its own registrations for the Shared Secondary Brands as permitted under this Agreement; and (ii) cooperate and take all appropriate and reasonable actions, at the requesting Party’s expense, to assist the requesting Party in enforcing the Shared Secondary Brands against third parties not authorized by either Party or their Affiliates. In the event that, for any reason whatsoever, only one of the Parties is permitted by the competent administrative jurisdiction to register its Shared Secondary Brand in the ADT Residential Territory, the Party whose trademark is so registered shall not challenge, oppose, impede or hinder the other Party’s ownership and/or use of such Shared Secondary Brand in accordance with this Agreement. (e) The Parties intend and agree that their permitted uses of their respective Shared Secondary Brands as contemplated in this Section 2.3, will not create a likelihood of confusion among consumers in the ADT Residential Territory. After the Trademark Assignment Date, the Parties agree to cooperate with each other as may be reasonably necessary to minimize or eliminate any confusion or potential confusion that may arise as a result of the use of the Shared Secondary Brands in the ADT Residential Territory. (f) For the avoidance of doubt, none of the rights conferred in this Section 2.3 grants either Party the right to infringe the other Party’s legal rights in any manner.