Common use of Trademark Ownership Clause in Contracts

Trademark Ownership. LICENSEE acknowledges and agrees that, as between the Parties, QUALCOMM (or a QUALCOMM Affiliate) is the sole and exclusive owner of all right, title, and interest in and to the Logo. All uses of, and goodwill associated with, the Logo by LICENSEE or any of its sublicensed Affiliates will be on behalf of and will inure to the sole benefit of QUALCOMM and/or its Affiliate, as applicable, and QUALCOMM and/or its Affiliates will own all logos and trademark rights created by such uses of the Logo by LICENSEE or any of its sublicensed Affiliates. Except as otherwise prohibited by law, LICENSEE agrees that it will not (and it will ensure that its Affiliates do not) take any action inconsistent with such ownership rights, either during the term of this Agreement or thereafter. QUALCOMM and/or its Affiliate, as applicable, will have the sole right and discretion to bring, prosecute, and settle infringement, unfair competition and similar proceedings based on the Logo. QUALCOMM or its Affiliate, as applicable, will have the right, but not the obligation, to file in the appropriate offices, at its own expense, trademark or design applications to the use or proposed use by LICENSEE or any of its sublicensed Affiliates of the Logo, such filings to be made in the name of QUALCOMM or its Affiliate, as QUALCOMM may determine in its discretion. In connection with the foregoing, at QUALCOMM’s request and expense, LICENSEE agrees to provide QUALCOMM with samples of Logo usage by LICENSEE and its sublicensed Affiliates pursuant to this Agreement and other information which will enable QUALCOMM and its Affiliates to complete and obtain trademark applications or registrations or to evaluate or oppose any trademark applications, registrations or uses of third parties. LICENSEE further agrees not to apply or assist any third party in applying (and to ensure that none of its Affiliates applies or assists any third party in applying) to register the Logo or a confusingly similar designation, either during the term of this Agreement or thereafter.

Trademark Ownership. LICENSEE 1.1 Licensee acknowledges and agrees that, as between the Parties, QUALCOMM (or a QUALCOMM Affiliate) that Licensor is the sole and exclusive owner of all the entire right, title, and interest (including any and all accompanying goodwill) in and to the LogoLicensed Marks. All uses of, and goodwill associated with, developed in the Logo by LICENSEE or any of its sublicensed Affiliates will be on behalf of and Licensed Marks through Licensee's use will inure to the sole benefit of QUALCOMM and/or Licensor. 1.2 During the Term and thereafter, Licensee will not challenge or otherwise contest, either offensively or defensively, (i) the validity, ownership or enforceability of the Licensed Marks or Licensor's copyrights or other intellectual property rights, (ii) any of Licensor's current or subsequent registrations or applications for registration of the Licensed Marks or (iii) Licensor's exclusive right to own and register the Licensed Marks within and outside the Licensed Territory. 1.3 Licensee will not directly or indirectly apply for or attempt to register for itself or others any of the Licensed Marks or any logos within or outside the Licensed Territory except as provided in Section 6. 1.4 Licensee will cooperate with Licensor to achieve as good a reputation and press as possible for the Licensed Marks and Licensed Products. Licensee understands and acknowledges the meanings of counterfeit goods, diverted goods and parallel goods and Licensee will use all commercially reasonable means to prevent the creation of any such goods by its Affiliateemployees, as applicableagents, representatives and any others operating under its direction, supervision or control. Licensee will reasonably cooperate with Licensor to prevent unlawful use of the Licensed Marks, including without limitation counterfeiting, and QUALCOMM to prevent diversion of Licensed Products outside the Licensed Territory and/or its Affiliates will own all logos and trademark rights created by such uses Permitted Channels of the Logo by LICENSEE or any of its sublicensed AffiliatesTrade. Except as otherwise prohibited by law, LICENSEE agrees that it will not (and it will ensure that its Affiliates do not) take any action inconsistent with such ownership rights, either during the term of this Agreement or thereafter. QUALCOMM and/or its Affiliate, as applicable, will have the sole right and discretion to bring, prosecute, and settle infringement, unfair competition and similar proceedings based on the Logo. QUALCOMM or its Affiliate, as applicable, Licensor will have the right, but not the obligation, to file institute legal action or take any other actions that it deems necessary to protect its interest in the appropriate officesLicensed Marks, at its own expense, trademark or design applications to and Licensee will fully cooperate with Licensor in any such action. 1.5 Licensee recognizes the use or proposed use by LICENSEE or any of its sublicensed Affiliates great value of the Logopublicity and goodwill associated with the Licensed Marks and, in such filings connection, acknowledges that such goodwill belongs exclusively to be made Licensor, and that the Licensed Marks have acquired secondary meaning in the name minds of QUALCOMM or its Affiliatethe purchasing public. 1.6 Licensee agrees that it will use the Licensed Marks only within the scope of the License, and that all other uses of the Licensed Marks are prohibited. 1.7 Licensee expressly acknowledges that Licensor is entering into a license agreement (the "Master License") with JLP Daisy LLC, a Delaware limited liability company (the "Master Licensee") that permits it to use the Licensed Marks to advertise, promote and market the Licensed Products in any medium in the Licensed Territory, and to sublicense to permitted sublicensees (as QUALCOMM may determine defined in its discretion. In the Master License) the right to use the Licensed Marks during the Term in connection with the foregoingmanufacture, at QUALCOMM’s request sale and expensedistribution of the Licensed Products within the Permitted Channels of Trade in the Licensed Territory (as those terms are defined in the Master License), LICENSEE agrees to provide QUALCOMM and advertising, marketing and promotion incidental thereto, and that the activities of Licensor and the Master Licensee in accordance with samples the terms and conditions of Logo usage by LICENSEE and its sublicensed Affiliates pursuant to this Agreement and other information which will enable QUALCOMM and its Affiliates to complete and obtain trademark applications or registrations or to evaluate or oppose the Master License are not in any trademark applications, registrations or uses of third parties. LICENSEE further agrees not to apply or assist any third party in applying (and to ensure that none of its Affiliates applies or assists any third party in applying) to register the Logo or a confusingly similar designation, either during the term way violative of this Agreement or thereafterAgreement.

Trademark Ownership. LICENSEE Licensee acknowledges and agrees that, as between the Parties, QUALCOMM (or a QUALCOMM Affiliate) is the sole and exclusive owner Licensor's ownership of all right, title, title and interest in and to the Logo. All uses ofLicensed Mark, and goodwill associated with, agrees not to challenge the Logo by LICENSEE validity and ownership thereof xx Licensor. Licensee shall not at any time attempt to register the Licensed Mark or any of variant thereof in its sublicensed Affiliates will be on behalf of and will inure to own name for its own benefit in axx xurisdiction or in any place in the sole benefit of QUALCOMM and/or its Affiliate, as applicable, and QUALCOMM and/or its Affiliates will own all logos and trademark rights created by such uses of the Logo by LICENSEE or any of its sublicensed Affiliatesworld. Except as otherwise prohibited by law, LICENSEE Licensee agrees that it will not directly or indirectly infringe on the Licensed Mark in its own name or for its own benefit anywhere at any time. Lixxxxee shall immediately notify Licensor of any facts or circumstances coming to Licensee's attention regarding the possible infringement of the Licensed Mark, and Licensee shall diligently cooperate with Licensor during axx xfter the Term hereof in prosecuting and defending any actions in connection therewith (and it will ensure that its Affiliates do not) at Licensor's expense). Licensee shall have no right to take any action inconsistent with such ownership rights, either during the term of this Agreement or thereafter. QUALCOMM and/or its Affiliate, as applicable, will have the sole right and discretion to bring, prosecute, and settle infringement, unfair competition and similar proceedings based on the Logo. QUALCOMM or its Affiliate, as applicable, will have the right, but not the obligation, to file in the appropriate offices, at its own expense, trademark or design applications respect to the use or proposed use by LICENSEE or any of its sublicensed Affiliates protection of the Logo, such filings to be made in the name of QUALCOMM or its Affiliate, as QUALCOMM may determine in its discretionLicensed Mark without Licensor's prior written approval. In connection with the foregoing, at QUALCOMM’s request and expense, LICENSEE agrees to provide QUALCOMM with samples of Logo usage by LICENSEE and its sublicensed Affiliates pursuant to this Agreement and other information which will enable QUALCOMM and its Affiliates to complete and obtain trademark applications or registrations or to evaluate or oppose any trademark applications, registrations or uses of third parties. LICENSEE further agrees not to apply or assist Any recovery gained xxxxnst any third party infringer shall be first applied against legal fees incurred in applying (connection with such action and to ensure that none of its Affiliates applies or assists any third party then allocated between Licensor and Licensee in applying) to register the Logo or a confusingly similar designation, either during proportion specified by the term of tribunal ordering said recovery. All rights in the Licensed Mark other than those specifically granted in this Agreement are resxxxxd by Licensor for its own use and benefit. Licensee shall cooperate with Licensor in the execution, filing and prosecution of any trademark or thereaftercopyright applications that Licensor may desire to file with respect to proprietary rights of Licensor and for that purpose Licensee shall supply to Licensor from time to time, such samples, containers, labels and similar material as may be reasonably requested by Licensor. Licensee recognizes the great value of the good will associated with the Licensed Mark and that all rights to the Licensed Mark and its associated goox xxll belong exclusively to Licensor. Lixxxxee also recognizes that the Licensed Mark has acquired a secondary meaning to the public. Licensee agrees xxx to use the Licensed Mark in any manner that would derogate or detract from its reputatiox.

Trademark Ownership. LICENSEE Distributor acknowledges and agrees that, as between the Parties, QUALCOMM (or a QUALCOMM Affiliate) that Company is the sole and exclusive owner of all the Aura Trademarks. Other than with respect to Distributor Trademarks licensed to Distributor, Company acknowledges and agrees that Distributor is the sole and exclusive owner of the Distributor Trademarks. As such, neither Party shall at any time acquire any rights in the other Party’s trademarks by virtue of its use thereof. Further, nothing contained in this Agreement shall be construed as (i) an assignment or grant to Distributor of any right, title, and title or interest in and or to the LogoAura Trademarks, it being understood that all rights relating thereto are reserved by Company, except for the licenses granted hereunder for the right to use and utilize the Aura Trademarks as expressly provided herein, or (ii) an assignment or grant to Company of any right, title or interest in or to the Distributor Trademarks, it being understood that all rights relating thereto are reserved by Distributor, except for the licenses granted hereunder for the right to use and utilize the Distributor Trademarks as expressly provided herein. All uses of. Distributor shall not use any of the Aura Trademarks, and goodwill associated with, the Logo by LICENSEE or any mxxx or name confusingly similar thereto, in any manner, except (i) on letters, letterhead, business cards and signs solely in order to identify itself as an authorized distributor of its sublicensed Affiliates will Company and/or (ii) in sales and promotional materials, provided such materials have been previously approved by Company, such approval not to be on behalf of and will inure to the sole benefit of QUALCOMM and/or its Affiliate, as applicable, and QUALCOMM and/or its Affiliates will own all logos and trademark rights created by such uses of the Logo by LICENSEE unreasonably withheld or any of its sublicensed Affiliatesdelayed. Except as otherwise prohibited by law, LICENSEE Distributor agrees that it will not (and it will ensure that its Affiliates knowingly do not) take any action anything inconsistent with such Company’s ownership rights, either during the term of this Agreement or thereafter. QUALCOMM and/or its Affiliate, as applicable, will have the sole right and discretion to bring, prosecute, and settle infringement, unfair competition and similar proceedings based on the Logo. QUALCOMM or its Affiliate, as applicable, will have the right, but not the obligation, to file in the appropriate offices, at its own expense, trademark or design applications to the use or proposed use by LICENSEE or any of its sublicensed Affiliates intellectual property, including without limitation, questioning the validity of the Logo, such filings to be made in the name of QUALCOMM Aura Trademarks or its Affiliate, as QUALCOMM may determine in its discretion. In connection with the foregoing, at QUALCOMM’s request and expense, LICENSEE agrees to provide QUALCOMM with samples of Logo usage by LICENSEE and its sublicensed Affiliates pursuant to this Agreement and other information which will enable QUALCOMM and its Affiliates to complete and obtain trademark applications registering or registrations or to evaluate or oppose any trademark applications, registrations or uses of third parties. LICENSEE further agrees not to apply or assist any third party in applying (and to ensure that none of its Affiliates applies or assists any third party in applying) attempting to register the Logo Aura Trademarks in its own name or a that of any other firm, person or corporation. Company shall not use any of the Distributor Trademarks, or any mxxx or name confusingly similar designationthereto, either during in any manner, except (i) on letters, letterhead, business cards and signs solely in order to identify itself as the term manufacturer of this Agreement Products provided to Distributor as an authorized distributor of Company and/or (ii) in sales and promotional materials, provided such materials have been previously approved by Distributor, such approval not to be unreasonably withheld or thereafterdelayed. Company agrees that it will not knowingly do anything inconsistent with Distributor’s ownership of its intellectual property, including without limitation, questioning the validity of the Distributor Trademarks or registering or attempting to register the Distributor Trademarks in its own name or that of any other firm, person or corporation.