The Licensee shall. 8.1.1 notify Authorised Persons of, and ensure their compliance with, the provisions of the Licence; and
8.1.2 use reasonable endeavours to display adjacent to every copying machine used to make Paper Copies, and every scanner used to produce Digital Copies, any Licensee support material which CLA may periodically supply, or make available on CLA’s website, to the Licensee.
The Licensee shall. 6.1.1. Provide through the National Library acting on its behalf a list of valid IP addresses to the Licensor and update those lists on a regular basis.
6.1.2. Use reasonable endeavours to notify Authorized and Walk- in-Users of the user terms and conditions of this Agreement.
6.1.3. Use reasonable endeavours to ensure that only Authorized and Walk-in-Users are permitted access to the Licensed Materials.
6.1.4. Immediately upon becoming aware of any unauthorized use or other breach, inform the Licensor and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence.
The Licensee shall a. conduct the Petroleum Operations in a manner likely to promote the conservation of the natural resources of Uganda and the protection of its environment;
b. employ the most advanced techniques for the prevention of environmental damage which may be caused by Petroleum Operations, and for the minimisation of the effect of Petroleum Operations on adjoining or neighbouring lands; and
c. implement the proposals contained in its Development Plan regarding the prevention of pollution and take any further action as may be necessary for the treatment of wastes, the safeguarding of natural resources and the progressive reclamation and rehabilitation of lands disturbed by petroleum production.
The Licensee shall. 6.1.1 keep at its normal place of business, detailed and up to date records and accounts showing the quantity, description and value of Licensed Products sold by it or its Affiliates or on their behalf, the reports received by it from its Sub-licensees detailing the quantity, description and value of Licensed Products sold by or on behalf of them or their Affiliates, and the amount of sub-licensing revenues received by it in respect of Licensed Products, on a country by country basis, in sufficient detail to ascertain the royalties and other sums due under this Agreement;
6.1.2 at the request of BTG provide [*] indicative non-binding forecasts of the amount of royalties likely to be payable under this Agreement;
6.1.3 in the case of Chargeable Transactions by or on behalf of the Licensee or its Affiliates within [*] days after each Accounting Date deliver to BTG a statement of all royalties and other sums due for the [*] month period ending on such Accounting Date showing separately the Chargeable Transactions in each country, and (where relevant), the rate of exchange used or, if it be the case, a statement that no royalties are due; [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
6.1.4 in the case of Chargeable Transactions by or upon behalf of a Sub-licensee or its Affiliates, within [*] days of receipt from such a Sub-licensee of a statement showing the sums due to the Licensee in respect of any period deliver to BTG a copy of such statement, together with a statement prepared by the Licensee showing the sums due hereunder to BTG;
6.1.5 send with each such statement under Clause 6.1.3 and 6.
The Licensee shall. 3.1.1 Use its best endeavors to develop and maintain a demand for, promote and maximize the sales of the Product within the Territory;
3.1.2 Ensure that all of its sales and marketing personnel are adequately trained as to Products features;
3.1.3 Obtain, promote and maintain the goodwill with its customers and the public;
3.1.4 Consult with Licensor from time to time regarding market developments and promotion of the Product;
3.1.5 Preserve the Intellectual Property Rights of Licensor;
3.1.6 Annually provide to the Licensor an independently audited statements as to the total gross sales, and the average gross sales price of each product, the number of each product sold;
3.1.7 Maintain at all times sufficient stocks of promotional material to ensure that prospective customers can be adequately informed as to the Products; and
3.1.8 Use its best endeavors to achieve the maximum annual production.
The Licensee shall. (A) use its best endeavours to provide to the Authorised Business Representative within six months of the date of this Agreement details of all uses it has made of Burberry Intellectual Property in the six (6) Months prior to the date of this Agreement whether on or in relation to the Products, stationery or otherwise;
(B) not use any Burberry Intellectual Property on any of its business documentation (including but not limited to, all advertising materials, stationery, order forms, invoices, credit notes, labels, business cards, signage and the like) unless such use of the Burberry Intellectual Property has been Approved.
(C) as soon as possible, and in any event within 30 days of receipt of notice from Burberry of a variation or modification of or any addition to any trade xxxx or trade name forming part of the Burberry Intellectual Property including without limitation the Licensed Trade Marks, cease to use any previous or outdated versions of the relevant trade xxxx or trade name on any of the Licensee's business documentation. For the avoidance of doubt, once notice is given in accordance with this clause 9.16(C) any prior Approval given under clause 9.16(B) shall be deemed to have been withdrawn to the extent that it relates to previous or outdated versions of Burberry's brand or logos.
The Licensee shall. 8.1.1 keep true and detailed accounts and records of all royalties and other sums due under this Agreement:
8.1.2 within forty-five days after the last day of March, June, September, and December in each year deliver to LKS a statement of all royalties and other sums due for the three month period ending on such date showing separately the Chargeable Transactions in each country, credits under Clause 6.7 and (where relevant), the rate of exchange used or, if it be the case, a statement that no royalties are due;
8.1.3 send with the above statement the amount shown to be due;
8.1.4 immediately and without demand send to LKS the difference between an amount already paid and the correct amount shown to be due and payable as a result of verification under Clause 10.
The Licensee shall. 6.2.1 keep all the Know-How confidential during the period of this agreement and after its expiration or earlier termination for any reason;
6.2.2 not disclose any of the Know-How to anyone other than its directors and those of its employees or sub-contractors to whom a disclosure is necessary for the purposes of exercising its rights properly under this Agreement;
6.2.3 in disclosing any part of the Know-How to any such director or employee or sub-contractor, only do so:
6.2.3.1 to the extent necessary to enable that director or employee or sub-contractor to carry out the function required of him to give effect to the LICENSEE's rights under this Agreement;
6.2.3.2 in the manner provided for in CLAUSE 16 below;
6.2.4 not use any part of the Know-How for any purpose other than the purposes permitted under this Agreement.
The Licensee shall. 4.3.1. use Yucca Software exclusively for its intended purpose;
4.3.2. not use Yucca Software for any illegal activity;
4.3.3. refrain from any actions that may interfere with the Licensee's normal use of Yucca Software;
4.3.4. not crack, modify, or otherwise change Yucca Software;
4.3.5. at its own expense, install hardware and software suites necessary and sufficient to obtain access to Yucca Software, ensure communication channels that meet the requirements for information exchange. Requirements for software and hardware suites:
The Licensee shall. 3.1. The licensee shall notify WoRMS as soon as it becomes aware of any unauthorised use of the WoRMS Content by any other person and/or for any purpose outside the permitted scope of use;
3.2. The licensee shall cite WoRMS as the source of the WoRMS Content in each case where the WoRMS Content is accessed, as per the WoRMS website (i.e. WoRMS Editorial Board (2016). World Register of Marine Species. Available from xxxx://xxx.xxxxxxxxxxxxx.xxx at VLIZ. Accessed 2016-10-25. doi:10.14284/170; respectively the currently applicable version of this citation)
3.3. The licensee shall ensure that the WoRMS Content will not be used to promote the sales of the licensee software products per se in promotional material. The inclusion of the WoRMS Content will be described de facto and not conflated with claims for the licensee’s software products;
3.4. The licensee shall provide a link to the WoRMS website from that of the licensee for information purposes such that awareness of the WoRMS Content is extended to as wide an audience as possible;
3.5. The licensee shall only distribute WoRMS with its software, and not provide an online variant of WoRMS through a website that could be viewed as competition with WoRMS.
