Common use of Trademark License Clause in Contracts

Trademark License. 5.1 To the extent usage is specifically allowed in the Master Agreement, SAP grants to Provider for the Term of the Agreement a revocable, nonexclusive, nontransferable license to use the Logo as set forth in the SAP Partner Logo Usage Guidelines in any countries allowed under the Agreed Program Scope and in accordance with the terms of this Section 5. This license to use the Logo includes the right to use the SAP corporate logo as part of the Logo (together “SAP Trademarks”). Provider is not permitted to grant sublicenses to SAP Trademarks. 5.2 SAP will provide the most recent version of the SAP Partner Logo Usage Guidelines to Provider upon Provider’s written request. SAP may, at its sole option, change the SAP Partner Logo Usage Guidelines but will provide the new version to Provider. Provider will conform its usage of the Logo to the new SAP Partner Logo Usage Guidelines immediately upon receipt. If Provider does not agree to the proposed changes, SAP shall be entitled to terminate Provider’s right to use the Logo with immediate effect. 5.3 Provider shall not contest the validity of SAP Trademarks or support the contesting of its validity and shall not derive any right against SAP through its permitted use of SAP Trademarks. In its use of SAP Trademarks, Provider shall indicate that the SAP Trademark is registered by and for SAP. In this context Provider acknowledges that SAP is the sole owner of rights in the SAP Trademarks Provider is permitted to use. Provider undertakes to make all those declarations and provide all those documents for the benefit of SAP as SAP may require in the prosecution of its rights in the SAP Trademarks. All advertising and sales material used by Provider for the Software must bear the notices prescribed by SAP concerning trademarks and other identifying marks. Provider must refrain from registering SAP's name (or any domain name incorporating name or trademarks) or SAP’s logo (or any names, logos, domain names or trademarks which are confusingly similar to any of them) for itself or permitting third parties to using or otherwise exploiting SAP's name, logo or trademark (or any name, logo, trademark or domain name which are confusingly similar to any of them). Provider must, at SAP’s choice, either transfer any rights regarding such logos, trademarks and domain names to SAP as soon as they arise or permit SAP to exploit them in any countries globally. Provider must afford SAP such assistance as may be necessary for SAP to obtain at SAP’s expense the appropriate registrations for protection in any such country. Any provision adding to or differing from the above must be agreed in writing. 5.4 Provider shall provide samples of its advertising copy and sales literature for the Authorized Services, in their original language and in English, as applicable, to SAP on its request. SAP reserves the right to review and approve all uses of SAP's Trademarks, service marks, or trade names in Provider's advertising and promotion of the Software and Authorized Services, prior to use. Such approval will not limit Provider's obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content. 5.5 SAP shall have permission to list Provider with name and logo on its website and marketing material as an SAP partner in the business field as it relates to the Authorized Services without the requirement to seek Provider’s written permission for each such listing, unless such permission is rescinded by Provider in writing. 5.6 Except as stated above, no Party has the right to use or display the other Party’s names, trademarks, trade names, logos, or service marks (“Marks”) without prior written approval. Notwithstanding the foregoing, nothing contained in this Agreement shall affect either Party’s rights to use any trademarks, service marks or proprietary words or symbols of the other Party to properly identify the goods or services of such other Party to the extent permitted by applicable law or by written agreement between the Parties. 5.7 Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks or proprietary words or symbols of which it has actual knowledge. Each Party shall have the sole right and discretion to enforce any rights and claims regarding its Marks or unfair competition related thereto. Each Party agrees to provide the other Party with its reasonable cooperation and assistance at the requesting Party's expense with respect to any such infringement proceedings. 5.8 If at any time SAP determines that the laws or policies of any country are or become materially insufficient to protect its intellectual or proprietary rights in the Software, SAP may restrict or terminate Provider's rights to use the SAP Trademarks in or to that country, on written notice to Provider. Provider shall take all actions reasonably necessary to comply with and enforce any such restriction or termination.

Trademark License. 5.1 To the extent usage is specifically allowed in the Master Agreement, SAP grants to Provider for the Term of the Agreement a revocable, nonexclusive, nontransferable license to use the Logo as set forth in the SAP Partner Logo Usage Guidelines in any countries allowed under the Agreed Program Scope and in accordance with the terms of this Section 5Scope. This license to use the Logo includes the right to use the SAP corporate logo as part of the Logo (together “SAP Trademarks”). Provider is not permitted to grant sublicenses to SAP Trademarks. 5.2 SAP will provide the most recent version of the SAP Partner Logo Usage Guidelines to Provider upon Provider’s written request. SAP may, at its sole option, change the SAP Partner Logo Usage Guidelines but will provide the new version to Provider. Provider will conform its usage of the Logo to the new SAP Partner Logo Usage Guidelines immediately upon receipt. If Provider does not agree to the proposed changes, Provider has to inform SAP immediately in writing. In this case SAP shall be entitled to terminate revoke Provider’s right to use the Logo with immediate effect. Sec. 5.1 sentence 1 remains unaffected (revocable). 5.3 Provider shall not contest the validity of SAP Trademarks or support the contesting of its validity and shall not derive any right against SAP through its permitted use of SAP Trademarks. In its use of SAP Trademarks, Provider shall indicate that the SAP Trademark is registered by and for SAP. In this context Provider acknowledges that SAP is the sole owner of rights in the SAP Trademarks Provider is permitted to use. Provider undertakes to make all those declarations and provide all those documents for the benefit of SAP as SAP may require in the prosecution of its rights in the SAP Trademarks. All advertising and sales material used by Provider for the Software must bear the notices prescribed by SAP concerning trademarks and other identifying marks. Provider must refrain from registering SAP's name (or any domain name incorporating name or trademarks) or SAP’s logo (or any names, logos, domain names or trademarks which are confusingly similar to any of them) for itself or permitting third parties to using or otherwise exploiting SAP's name, logo or trademark (or any name, logo, trademark or domain name which are confusingly similar to any of them). Provider must, at SAP’s choice, either transfer any rights regarding such logos, trademarks and domain names to SAP as soon as they arise or permit SAP to exploit them in any countries globally. Provider must afford SAP such assistance as may be necessary for SAP to obtain at SAP’s expense the appropriate registrations for protection in any such country. Any provision adding to or differing from the above must be agreed in writing. 5.4 Provider shall provide samples of its advertising copy and sales literature for the Authorized Services, in their original language and in English, as applicable, to SAP on its request. SAP reserves the right to review and approve all uses of SAP's Trademarks, service marks, or trade names in Provider's advertising and promotion of the SAP Software and Authorized Services, prior to use. Such approval will not limit Provider's obligation to comply with all applicable laws and will not be deemed an endorsement or approval use if such use of any advertising contentmaterials affect SAP’s legitimate interests negatively. 5.5 SAP shall have permission may use Provider's name in customer listings (reference listings) or to list Provider with name and logo on its website and analyze details from the contract (e.g. to forecast demand), as well as – subject to mutual agreement – as part of SAP's other marketing material as an SAP partner in the business field as it relates to the Authorized Services without the requirement to seek Provider’s written permission for each such listing, unless such permission is rescinded by Provider in writingefforts. 5.6 Except as stated above, no Party has the right to use or display the other Party’s names, trademarks, trade names, logos, or service marks (“Marks”) without prior written approval. Notwithstanding the foregoing, nothing contained in this Agreement shall affect either Party’s rights to use any trademarks, service marks or proprietary words or symbols of the other Party to properly identify the goods or services of such other Party to the extent permitted by applicable law or by written agreement between the Parties. 5.7 Each Party agrees to Provider will promptly notify the other Party SAP of any unauthorized use or infringement of the other Party's Marks or proprietary words or symbols of which it SAP’s Marks. SAP has actual knowledge. Each Party shall have the sole right and discretion to enforce any rights and claims regarding its Marks or unfair competition proceedings related thereto. Each Party Provider agrees to provide the other Party SAP with its reasonable cooperation and assistance at to the requesting Party's expense with respect to any such infringement proceedingsnecessary extent. 5.8 If at any time SAP determines that the laws or policies of any country are or become materially insufficient to protect its intellectual or proprietary rights in the Software, SAP may restrict or terminate Provider's rights to use the SAP Trademarks in or to that country, on written notice to Provider. Provider shall take all actions reasonably necessary to comply with and enforce any such restriction or termination.

Trademark License. 5.1 To the extent usage is specifically allowed in the Master Agreement, SAP grants to Provider for the Term of the Agreement a revocable, nonexclusive, nontransferable license to use the Logo as set forth in the SAP Partner Logo Usage Guidelines in any countries allowed under the Agreed Program Scope and in accordance with the terms of this Section 5Scope. This license to use the Logo includes the right to use the SAP corporate logo as part of the Logo (together “SAP Trademarks”). Provider is not permitted to grant sublicenses to SAP Trademarks. 5.2 SAP will provide the most recent version of the SAP Partner Logo Usage Guidelines to Provider upon Provider’s written request. SAP may, at its sole option, change the SAP Partner Logo Usage Guidelines but will provide the new version to Provider. Provider will conform its usage of the Logo to the new SAP Partner Logo Usage Guidelines immediately upon receipt. If Provider does not agree to the proposed changes, Provider has to inform XXX immediately in writing. In this case SAP shall be entitled to terminate revoke Provider’s right to use the Logo with immediate effect. Sec. 5.1 sentence 1 remains unaffected (revocable). 5.3 Provider shall not contest the validity of SAP Trademarks or support the contesting of its validity and shall not derive any right against SAP through its permitted use of SAP Trademarks. In its use of SAP Trademarks, Provider shall indicate that the SAP Trademark is registered by and for SAP. In this context Provider acknowledges that SAP is the sole owner of rights in the SAP Trademarks Provider is permitted to use. Provider undertakes to make all those declarations and provide all those documents for the benefit of SAP as SAP may require in the prosecution of its rights in the SAP Trademarks. All advertising and sales material used by Provider for the Software must bear the notices prescribed by SAP concerning trademarks and other identifying marks. Provider must refrain from registering SAP's name (or any domain name incorporating name or trademarks) or SAP’s logo (or any names, logos, domain names or trademarks which are confusingly similar to any of them) for itself or permitting third parties to using or otherwise exploiting SAP's name, logo or trademark (or any name, logo, trademark or domain name which are confusingly similar to any of them). Provider must, at SAP’s choice, either transfer any rights regarding such logos, trademarks and domain names to SAP as soon as they arise or permit SAP to exploit them in any countries globally. Provider must afford SAP such assistance as may be necessary for SAP to obtain at SAP’s expense the appropriate registrations for protection in any such country. Any provision adding to or differing from the above must be agreed in writing. 5.4 Provider shall provide samples of its advertising copy and sales literature for the Authorized Services, in their original language and in English, as applicable, to SAP on its request. SAP reserves the right to review and approve all uses of SAP's Trademarks, service marks, or trade names in Provider's advertising and promotion of the SAP Software and Authorized Services, prior to use. Such approval will not limit Provider's obligation to comply with all applicable laws and will not be deemed an endorsement or approval use if such use of any advertising contentmaterials affect SAP’s legitimate interests negatively. 5.5 SAP shall have permission may use Provider's name in customer listings (reference listings) or to list Provider with name and logo on its website and analyze details from the contract (e.g. to forecast demand), as well as – subject to mutual agreement – as part of SAP's other marketing material as an SAP partner in the business field as it relates to the Authorized Services without the requirement to seek Provider’s written permission for each such listing, unless such permission is rescinded by Provider in writingefforts. 5.6 Except as stated above, no Party has the right to use or display the other Party’s names, trademarks, trade names, logos, or service marks (“Marks”) without prior written approval. Notwithstanding the foregoing, nothing contained in this Agreement shall affect either Party’s rights to use any trademarks, service marks or proprietary words or symbols of the other Party to properly identify the goods or services of such other Party to the extent permitted by applicable law or by written agreement between the Parties. 5.7 Each Party agrees to Provider will promptly notify the other Party SAP of any unauthorized use or infringement of the other Party's Marks or proprietary words or symbols of which it SAP’s Marks. XXX has actual knowledge. Each Party shall have the sole right and discretion to enforce any rights and claims regarding its Marks or unfair competition proceedings related thereto. Each Party Provider agrees to provide the other Party SAP with its reasonable cooperation and assistance at to the requesting Party's expense with respect to any such infringement proceedingsnecessary extent. 5.8 If at any time SAP determines that the laws or policies of any country are or become materially insufficient to protect its intellectual or proprietary rights in the Software, SAP may restrict or terminate Provider's rights to use the SAP Trademarks in or to that country, on written notice to Provider. Provider shall take all actions reasonably necessary to comply with and enforce any such restriction or termination.

Trademark License. 5.1 To the extent usage is specifically allowed in the Master Agreement, SAP Dermavant hereby grants to Provider for Licensee a perpetual, exclusive, royalty-free license, with the Term right to sublicense solely in conjunction with the grant of the Agreement a revocablepermitted Sublicense under Section 2.3, nonexclusive, nontransferable license to use the Logo as set forth Dermavant Product Trademark and Global Branding Elements solely in connection with the marketing and sale of Product in the SAP Partner Logo Usage Guidelines Field in any countries allowed under the Agreed Program Scope and Territory in accordance with this Agreement. Licensee shall not use (or license to an Affiliate or Third Party) the terms Dermavant Product Trademark or Global Brand Elements in connection with any product other than Product, nor shall Licensee use (or cause or permit any Affiliate or Sublicensee to use) the Dermavant Product Trademark or Global Brand Elements outside of the Territory. Licensee shall be responsible for the failure by its Affiliates and Sublicensees to comply with this Section 58.9, including all relevant restrictions, limitations and obligations. This license Licensee shall obtain Dermavant’s approval prior to the first use the Logo includes the right to use the SAP corporate logo as part of the Logo (together “SAP Trademarks”)Dermavant Product Trademark in any Product labeling or packaging, such approval not to be unreasonably withheld, conditioned or delayed if the Dermavant Product Trademark is used in a manner that is consistent with Dermavant’s reasonable usage guidelines for the Dermavant Product Trademark in the Dermavant Territory. Provider is not permitted Dermavant shall own and retain all right, title and interest in and to grant sublicenses the Dermavant Product Trademark and Global Branding Elements, and all goodwill associated with or attached to SAP Trademarks. 5.2 SAP will provide the most recent version Dermavant Product Trademark or Global Branding Elements arising out of the SAP Partner Logo Usage Guidelines use thereof by Licensee, its Affiliates and Sublicensees shall vest in and inure to Provider upon Provider’s written request. SAP may, at its sole option, change the SAP Partner Logo Usage Guidelines but will provide the new version to Provider. Provider will conform its usage of the Logo to the new SAP Partner Logo Usage Guidelines immediately upon receipt. If Provider does not agree to the proposed changes, SAP shall be entitled to terminate Provider’s right to use the Logo with immediate effect. 5.3 Provider shall not contest the validity of SAP Trademarks or support the contesting of its validity and shall not derive any right against SAP through its permitted use of SAP Trademarks. In its use of SAP Trademarks, Provider shall indicate that the SAP Trademark is registered by and for SAP. In this context Provider acknowledges that SAP is the sole owner of rights in the SAP Trademarks Provider is permitted to use. Provider undertakes to make all those declarations and provide all those documents for the benefit of SAP as SAP may require Dermavant. Licensee agrees not to contest, oppose or challenge Dermavant’s ownership of the Dermavant Product Trademarks or Global Branding Elements. Licensee agrees not to do or suffer to be done, at any time, any act or thing that will in the prosecution any way impair Dermavant’s ownership of its or rights in and to the SAP Trademarks. All advertising and sales material used by Provider for the Software must bear the notices prescribed by SAP concerning trademarks and other identifying marks. Provider must refrain from registering SAP's name (Dermavant Product Trademark or any domain name incorporating name registration thereof or trademarks) that may depreciate the value of the Dermavant Product Trademark. Licensee agrees that in using the Dermavant Product Trademark upon any Product packaging, labeling, advertising or SAP’s logo (promotional materials, it shall not represent in any way that it has any right or title to the ownership of the Dermavant Product Trademark or the registration thereof. [***] shall, [***] assist [***] in any names, logos, domain names action reasonably necessary or trademarks which are confusingly similar desirable to any of them) for itself protect the Dermavant Product Trademark or permitting third parties to using or otherwise exploiting SAP's name, logo or trademark (or any name, logo, trademark or domain name which are confusingly similar to any of them)Global Branding Elements. Provider must, at SAP’s choice, either transfer any rights regarding such logos, trademarks and domain names to SAP [***] shall as soon as they arise or permit SAP to exploit them in practicable notify [***] of any countries globally. Provider must afford SAP such assistance as may be necessary for SAP to obtain at SAP’s expense the appropriate registrations for protection in any such country. Any provision adding to or differing from the above must be agreed in writing. 5.4 Provider shall provide samples of its advertising copy and sales literature for the Authorized Services, in their original language and in English, as applicable, to SAP on its request. SAP reserves the right to review and approve all uses of SAP's Trademarks, service marks, or trade names in Provider's advertising and promotion apparent infringement by a Third Party of the Software and Authorized Services, prior to use. Such approval will not limit Provider's obligation to comply with all applicable laws and will not be deemed an endorsement Dermavant Product Trademark or approval of any advertising contentGlobal Branding Elements. 5.5 SAP shall have permission to list Provider with name and logo on its website and marketing material as an SAP partner in the business field as it relates to the Authorized Services without the requirement to seek Provider’s written permission for each such listing, unless such permission is rescinded by Provider in writing. 5.6 Except as stated above, no Party has the right to use or display the other Party’s names, trademarks, trade names, logos, or service marks (“Marks”) without prior written approval. Notwithstanding the foregoing, nothing contained in this Agreement shall affect either Party’s rights to use any trademarks, service marks or proprietary words or symbols of the other Party to properly identify the goods or services of such other Party to the extent permitted by applicable law or by written agreement between the Parties. 5.7 Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks or proprietary words or symbols of which it has actual knowledge. Each Party shall have the sole right and discretion to enforce any rights and claims regarding its Marks or unfair competition related thereto. Each Party agrees to provide the other Party with its reasonable cooperation and assistance at the requesting Party's expense with respect to any such infringement proceedings. 5.8 If at any time SAP determines that the laws or policies of any country are or become materially insufficient to protect its intellectual or proprietary rights in the Software, SAP may restrict or terminate Provider's rights to use the SAP Trademarks in or to that country, on written notice to Provider. Provider shall take all actions reasonably necessary to comply with and enforce any such restriction or termination.

Trademark License. 5.1 To 10.1.1 Except as otherwise provided in Section 10.1.2 below, nothing in this Agreement grants BPO the extent usage is specifically allowed right to use or display any Trademarks. BPO shall not remove, delete or in any manner alter the Trademarks or other Intellectual Property Rights notices of SAP, SAP Affiliates and SAP's suppliers, if any, appearing on the SAP Cloud Solutions, Documentation, Cloud Materials, .sales, marketing, or training materials or any other materials as delivered to BPO by SAP. SAP shall have the sole and exclusive right to protect and defend the Trademarks, at its sole cost and expense. BPO shall reasonably cooperate with SAP, at SAP’s expense, in the Master Agreementdefense and protection of the Trademarks, and shall promptly advise SAP of the use of any xxxx infringing any of the SAP Trademarks of which it has knowledge. 10.1.2 SAP grants to Provider for BPO during the Term term of the Agreement a revocable, nonexclusive, nontransferable license to use the Logo as set forth appropriate SAP partner logo provided by SAP to BPO in the then-current SAP Partner Logo Usage Guidelines Branding Guide in any countries allowed under the Agreed Program Scope and Territory in accordance with the terms of this Section 510.1 solely as necessary to market the BPO Service to potential customers in the Territory as set forth in this Agreement. This license to use the Logo SAP partner logo includes the right to use the SAP corporate logo as part of the Logo SAP partner logo (together hereinafter “SAP Logo Trademarks”). Provider BPO is not permitted to grant sublicenses to SAP Logo Trademarks. When using SAP Logo Trademarks, BPO must adhere to all requirements and obligations of the then-current SAP Branding Guide. 5.2 SAP will provide the most recent version of the SAP Partner Logo Usage Guidelines to Provider upon Provider’s written request. SAP may, at its sole option, change the SAP Partner Logo Usage Guidelines but will provide the new version to Provider. Provider will conform its usage of the Logo to the new SAP Partner Logo Usage Guidelines immediately upon receipt. If Provider does not agree to the proposed changes, SAP shall be entitled to terminate Provider’s right to use the Logo with immediate effect. 5.3 Provider 10.1.3 BPO shall not contest the validity of the SAP Trademarks or support the contesting of its validity and shall not derive any right against SAP through its permitted use of SAP Logo Trademarks. In its use of SAP Logo Trademarks, Provider BPO shall indicate that the SAP Trademark is Logo Trademarks are registered by and for SAP. In this context Provider BPO acknowledges that SAP AG or its applicable Group Company, as the case may be, is the sole owner of rights in the SAP Trademarks. All use of any Trademarks Provider is permitted by BPO shall inure to usethe sole benefit of SAP. Provider BPO undertakes to make all those declarations and provide all those documents for the benefit of SAP as SAP or SAP AG may require in the prosecution of its rights in the SAP Trademarks. All advertising and sales material used by Provider BPO for the Software SAP Cloud Solutions must bear the notices prescribed by SAP or its Affiliates concerning trademarks and other identifying marks. Provider must refrain from registering BPO shall not register SAP's and/or SAP AG’s name (or any domain name incorporating name or trademarkstrademark) or SAPSAP AG’s logo (or any names, logos, domain names or trademarks which are confusingly similar to any of them) for itself or permitting permit third parties to using use or otherwise exploiting exploit SAP's and/or SAP AG’s name, domain name, logo or trademark (or any name, logo, trademark or domain name which are confusingly similar to any of them). Provider BPO must, at SAP’s choice, either transfer any rights regarding such name, logos, trademarks and domain names to SAP as soon as they arise or permit SAP to exploit them in any countries globally. Provider must afford SAP such assistance as may be necessary for SAP to obtain at SAP’s expense the appropriate registrations for protection in any such country. Any provision adding to or differing from the above must be agreed in writingthem. 5.4 Provider 10.1.4 BPO shall provide samples of its advertising copy and sales literature for the Authorized Servicesliterature, in their original language and in English, as applicable, to SAP on its upon SAP’s request. SAP reserves the right to review and approve all uses of SAP's Trademarks, service marks, or trade names Trademarks in ProviderBPO's advertising and promotion of the Software and Authorized ServicesSAP Cloud Solutions, prior to use. Such approval will not limit ProviderBPO's obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content. 5.5 . BPO shall make no representations regarding the SAP shall have permission to list Provider Cloud Solutions except as consistent with name SAP's own promotional and logo on its website and marketing material technical materials or as an SAP partner in the business field as it relates to the Authorized Services without the requirement to seek Provider’s written permission for each such listing, unless such permission is rescinded by Provider may otherwise provide or approve in writing. 5.6 Except as stated above, no Party has the right to use or display the other Party’s names, trademarks, trade names, logos, or service marks (“Marks”) without prior written approval. Notwithstanding the foregoing, nothing contained in this Agreement shall affect either Party’s rights to use any trademarks, service marks or proprietary words or symbols of the other Party to properly identify the goods or services of such other Party to the extent permitted by applicable law or by written agreement between the Parties. 5.7 Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks or proprietary words or symbols of which it has actual knowledge. Each Party shall have the sole right and discretion to enforce any rights and claims regarding its Marks or unfair competition related thereto. Each Party agrees to provide the other Party with its reasonable cooperation and assistance at the requesting Party's expense with respect to any such infringement proceedings. 5.8 If at any time SAP determines that the laws or policies of any country are or become materially insufficient to protect its intellectual or proprietary rights in the Software, SAP may restrict or terminate Provider's rights to use the SAP Trademarks in or to that country, on written notice to Provider. Provider shall take all actions reasonably necessary to comply with and enforce any such restriction or termination.

Trademark License. 5.1 To the extent usage is specifically allowed in the Master Agreement, SAP grants to Provider for the Term of the Agreement a revocable, nonexclusive, nontransferable license to use the Logo as set forth in the SAP Partner Logo Usage Guidelines in any countries allowed under the Agreed Program Scope and in accordance with the terms of this Section 5. This license to use the Logo includes the right to use the SAP corporate logo as part of the Logo (together “SAP Trademarks”). Provider is not permitted to grant sublicenses to SAP Trademarks. 5.2 SAP will provide the most recent version of the SAP Partner Logo Usage Guidelines to Provider upon Provider’s written request. SAP may, at its sole option, change the SAP Partner Logo Usage Guidelines but will provide the new version to Provider. Provider will conform its usage of the Logo to the new SAP Partner Logo Usage Guidelines immediately upon receipt. If Provider does not agree to the proposed changes, SAP shall be entitled to terminate Provider’s right to use the Logo with immediate effect. 5.3 Provider shall not contest the validity of SAP Trademarks or support the contesting of its validity and shall not derive any right against SAP through its permitted use of SAP Trademarks. In its use of SAP Trademarks, Provider shall indicate that the SAP Trademark is registered by and for SAP. In this context Provider acknowledges that SAP is the sole owner of rights in the SAP Trademarks Provider is permitted to use. Provider undertakes to make all those declarations and provide all those documents for the benefit of SAP as SAP may require in the prosecution of its rights in the SAP Trademarks. All advertising and sales material used by Provider for the Software must bear the notices prescribed by SAP concerning trademarks and other identifying marks. Provider must refrain from registering SAP's name (or any domain name incorporating name or trademarks) or SAP’s logo (or any names, logos, domain names or trademarks which are confusingly similar to any of them) for itself or permitting third parties to using or otherwise exploiting SAP's name, logo or trademark (or any name, logo, trademark or domain name which are confusingly similar to any of them). Provider must, at SAP’s choice, either transfer any rights regarding such logos, trademarks and domain names to SAP as soon as they arise or permit SAP to exploit them in any countries globally. Provider must afford SAP such assistance as may be necessary for SAP to obtain at SAP’s expense the appropriate registrations for protection in any such country. Any provision adding to or differing from the above must be agreed in writing. 5.4 Provider shall provide samples of its advertising copy and sales literature for the Authorized Services, in their original language and in English, as applicable, to SAP on its request. SAP reserves the right to review and approve all uses of SAP's Trademarks, service marks, or trade names in Provider's advertising and promotion of the Software and Authorized Services, prior to use. Such approval will not limit Provider's obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content. 5.5 SAP shall have permission to list Provider with name and logo on its website and marketing material as an SAP partner in the business field as it relates to the Authorized Services without the requirement to seek Provider’s written permission for each such listing, unless such permission is rescinded by Provider in writing. 5.6 Except as stated above, no Party has the right to use or display the other Party’s names, trademarks, trade names, logos, or service marks (“Marks”) without prior written approval. Notwithstanding the foregoing, nothing contained in this Agreement shall affect either Party’s rights to use any trademarks, service marks or proprietary words or symbols of the other Party to properly identify the goods or services of such other Party to the extent permitted by applicable law or by written agreement between the Parties. 5.7 Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks or proprietary words or symbols of which it has actual knowledge. Each Party shall have the sole right and discretion to enforce any rights and claims regarding its Marks or unfair competition related thereto. Each Party agrees to provide the other Party with its reasonable cooperation and assistance at the requesting Party's expense with respect to any such infringement proceedings. 5.8 If at any time SAP determines that the laws or policies of any country are or become materially insufficient to protect its intellectual or proprietary rights in the Software, SAP may restrict or terminate Provider's rights to use the SAP Trademarks in or to that country, on written notice to Provider. Provider shall take all actions reasonably necessary to comply with and enforce any such restriction or termination.

Trademark License. 5.1 To the extent usage is specifically allowed in the Master Agreement, SAP grants to Provider for the Term of the Agreement a revocable, nonexclusive, nontransferable license to use the Logo as set forth in the SAP Partner Logo Usage Guidelines in any countries allowed under the Agreed Program Scope and in accordance with the terms of this Section 5. This license to use the Logo includes the right to use the SAP corporate logo as part of the Logo (together “SAP Trademarks”). Provider is not permitted to grant sublicenses to SAP Trademarks. 5.2 SAP will provide the most recent version of the SAP Partner Logo Usage Guidelines to Provider upon Provider’s written request. SAP may, at its sole option, change the SAP Partner Logo Usage Guidelines but will provide the new version to Provider. Provider will conform its usage of the Logo to the new SAP Partner Logo Usage Guidelines immediately upon receipt. If Provider does not agree to the proposed changes, SAP shall be entitled to terminate Provider’s right to use the Logo with immediate effect. 5.3 Provider shall not contest the validity of SAP Trademarks or support the contesting of its validity and shall not derive any right against SAP through its permitted use of SAP Trademarks. In its use of SAP Trademarks, Provider shall indicate that the SAP Trademark is registered by and for SAP. In this context Provider acknowledges that SAP is the sole owner of rights in the SAP Trademarks Provider is permitted to use. Provider undertakes to make all those declarations and provide all those documents for the benefit of SAP as SAP may require in the prosecution of its rights in the SAP Trademarks. All advertising and sales material used by Provider for the Software must bear the notices prescribed by SAP concerning trademarks and other identifying marks. Provider must refrain from registering SAP's name (or any domain name incorporating name or trademarks) or SAP’s logo (or any names, logos, domain names or trademarks which are confusingly similar to any of them) for itself or permitting third parties to using or otherwise exploiting SAP's name, logo or trademark (or any name, logo, trademark or domain name which are confusingly similar to any of them). Provider must, at SAP’s choice, either transfer any rights regarding such logos, trademarks and domain names to SAP as soon as they arise or permit SAP to exploit them in any countries globally. Provider must afford SAP such assistance as may be necessary for SAP to obtain at SAP’s expense the appropriate registrations for protection in any such country. Any provision adding to or differing from the above must be agreed in writing. 5.4 Provider shall provide samples of its advertising copy and sales literature for the Authorized Services, in their original language and in English, as applicable, to SAP on its request. SAP reserves the right to review and approve all uses of SAP's Trademarks, service marks, or trade names in Provider's advertising and promotion of the Software and Authorized Services, prior to use. Such approval will not limit Provider's obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content. 5.5 SAP shall have permission to list Provider with name and logo on its website and marketing material as an SAP partner in the business field as it relates to the Authorized Services without the requirement to seek Provider’s written permission for each such listing, unless such permission is rescinded by Provider in writing. 5.6 Except as stated above, no Party has the right to use or display the other Party’s names, trademarks, trade names, logos, or service marks (“Marks”) without prior written approval. Notwithstanding the foregoing, nothing contained in this Agreement shall affect either Party’s rights to use any trademarks, service marks or proprietary words or symbols of the other Party to properly identify the goods or services of such other Party to the extent permitted by applicable law or by written agreement between the Parties. 5.7 Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks or proprietary words or symbols of which it has actual knowledge. Each Party shall have the sole right and discretion to enforce any rights and claims regarding its Marks or unfair competition related thereto. Each Party agrees to provide the other Party with its reasonable cooperation and assistance at the requesting Party's expense with respect to any such infringement proceedings. 5.8 If at any time SAP determines that the laws or policies of any country are or become materially insufficient to protect its intellectual or proprietary rights in the Software, SAP may restrict or terminate Provider's rights to use the SAP Trademarks in or to that country, on written notice to Provider. Provider shall take all actions reasonably necessary to comply with and enforce any such restriction or termination.