Trademark Usage. Nothing in this Agreement gives either Party a right to use the other Party’s Marks or implies the grant of any license from one Party to the other to use any Marks. Notwithstanding the foregoing, and subject to the terms and conditions of this Agreement, iRobot grants to Kin Yat a limited, non-exclusive, non-transferable, non-assignable, royalty-free license during the Term to reproduce any Xxxx set forth on Schedule 4, or otherwise designated in writing by iRobot (“iRobot Marks”) solely for the purpose placing such Marks on Products sold to iRobot and any applicable packaging, and for no other business or non-business purposes whatsoever and no other goods or services whatsoever, in accordance with the following: 17.5.1 All reproductions of iRobot Marks must be approved in writing by iRobot and must be in accordance with iRobot’s then current Trademark Usage Guidelines (“Xxxx Guidelines”), a copy of which is included in Schedule 4; 17.5.2 Kin Yat may not combine any iRobot Marks with, or create a composite xxxx using any iRobot Xxxx with, a trademark of Kin Yat or any third party, or use any of the iRobot Marks or any part thereof as part of its corporate name, or use any name or xxxx confusingly similar to any of the iRobot Marks; 17.5.3 No other rights or licenses, except that expressed in this Section 17.5 are granted to Kin Yat in and to any iRobot Xxxx, whether expressly, by implication, by estoppel, or otherwise; 17.5.4 As between iRobot and Kin Yat, the iRobot Marks are and shall remain the sole and exclusive property of iRobot and Kin Yat shall not acquire any right, title or interest in or to any iRobot Xxxx as a result of this Agreement (other than the limited license expressly granted in this Section 17.5) and all use of the iRobot Marks by Kin Yat and all goodwill generated thereby shall inure solely to the benefit of iRobot; 17.5.5 Kin Yat admits the validity of, and agrees not to challenge the iRobot Marks; 17.5.6 If any application for registration is or has been filed in any country by Kin Yat which relates to any name or xxxx which, in the sole opinion of iRobot, is confusingly similar, deceptive or misleading with respect to any of the iRobot Marks, Kin Yat shall immediately abandon any such application or registration or at iRobot’s sole discretion, assign it to iRobot, and reimburse iRobot for all costs and expenses of any opposition, cancellation or related legal proceedings, including attorney’s fees, instigated by iRobot or its authorized representative, in connection with any such registration or application; and 17.5.7 Upon any notice from iRobot that Kin Yat’s use of the iRobot’s Marks fails to conform with the Xxxx Guidelines, or any other provision of this Section 17.5, Kin Yat shall cease use of the iRobot Marks, until such failure has been corrected to the satisfaction of iRobot.
Appears in 4 contracts
Samples: Manufacturing Services Agreement (Irobot Corp), Manufacturing Services Agreement (Irobot Corp), Manufacturing Services Agreement (Irobot Corp)
Trademark Usage. Nothing in this Agreement gives either Party a right to use the other Party’s Marks or implies the grant of any license from one Party to the other to use any Marks. Notwithstanding the foregoing, and subject to the terms and conditions of this Agreement, iRobot Company grants to Kin Yat Jabil a limited, non-exclusive, non-transferable, non-assignable, royalty-free license during the Term to reproduce any Xxxx set forth on Schedule 4, or otherwise designated 5 as may be amended from time to time in a writing authorized by iRobot both Parties (“iRobot Company Marks”) solely for the purpose placing such Marks on Products sold to iRobot Company and any applicable packaging, and for no other business or non-business purposes whatsoever and no other goods or services whatsoever, in accordance with the following:
17.5.1 All reproductions of iRobot Company Marks must be approved in writing by iRobot and must be in accordance with iRobot’s then current Trademark Usage Guidelines (“Xxxx Guidelines”), a copy of which is included in Schedule 4Company;
17.5.2 Kin Yat Jabil may not combine any iRobot Company Marks with, or create a composite xxxx using any iRobot Company Xxxx with, a trademark of Kin Yat Jabil or any third party, or use any of the iRobot Company Marks or any part thereof as part of its corporate name, or use any name or xxxx confusingly similar to any of the iRobot Company Marks;
17.5.3 No other rights or licenses, except that expressed in this Section 17.5 are granted to Kin Yat Jabil in and to any iRobot Company Xxxx, whether expressly, by implication, by estoppel, or otherwise;
17.5.4 As between iRobot Company and Kin YatJabil, the iRobot Company Marks are and shall remain the sole and exclusive property of iRobot Company and Kin Yat Jabil shall not acquire any right, title or interest in or to any iRobot Company Xxxx as a result of this Agreement (other than the limited license expressly granted in this Section 17.5) and all use of the iRobot Company Marks by Kin Yat Jabil and all goodwill generated thereby shall inure solely to the benefit of iRobotCompany;
17.5.5 Kin Yat Jabil admits the validity of, and agrees not to challenge the iRobot Company Marks;; and
17.5.6 Jabil represents that to the best of its knowledge, Jabil has not, nor does it have plans to, file trademarks (or register any domain names) that are confusingly similar to any Company trademark listed in Schedule 5. Should Company identify any such filing or registration by Jabil, Company shall provide prompt notification to Jabil, and the Parties shall mutually agree on procedures to implement a resolution. If any application for registration is filed by Jabil after the Effective Date of this Agreement that is the same as or has been filed in any country by Kin Yat which relates to any name or xxxx which, in the sole opinion of iRobot, is confusingly similar, deceptive or misleading with respect to that contains any of the iRobot MarksCompany trademarks listed in Schedule 5, Kin Yat then upon written request from the Company, Jabil shall immediately abandon any such application or registration or at iRobot’s sole discretion, assign it to iRobot, and reimburse iRobot for all costs and expenses of any opposition, cancellation or related legal proceedings, including attorney’s fees, instigated by iRobot or its authorized representative, in connection with any such registration or application; andregistration.
17.5.7 Upon any notice from iRobot Company that Kin YatJabil’s use of the iRobotCompany’s Marks fails to conform with the Xxxx Guidelines, or to any other provision of this Section 17.5, Kin Yat Jabil shall cease use of the iRobot Company Marks, until such failure has been corrected to the satisfaction of iRobotCompany.
Appears in 2 contracts
Samples: Manufacturing Services Agreement (Irobot Corp), Manufacturing Services Agreement (Irobot Corp)
Trademark Usage. Nothing in this Agreement gives either Party a right to use the other Party’s Marks or implies the grant of any license from one Party to the other to use any Marks. Notwithstanding the foregoing, and subject to the terms and conditions of this Agreement, iRobot Company grants to Kin Yat Jabil a limited, non-exclusivenon‑exclusive, non-transferablenon‑transferable, non-assignablenon‑assignable, royalty-free royalty‑free license during the Term to reproduce any Xxxx set forth on Schedule 4, or otherwise designated 5 as may be amended from time to time in a writing authorized by iRobot both Parties (“iRobot Company Marks”) solely for the purpose placing such Marks on Products sold to iRobot Company and any applicable packaging, and for no other business or non-business non‑business purposes whatsoever and no other goods or services whatsoever, in accordance with the following:
17.5.1 All reproductions of iRobot Company Marks must be approved in writing by iRobot and must be in accordance with iRobot’s then current Trademark Usage Guidelines (“Xxxx Guidelines”), a copy of which is included in Schedule 4Company;
17.5.2 Kin Yat Jabil may not combine any iRobot Company Marks with, or create a composite xxxx using any iRobot Company Xxxx with, a trademark of Kin Yat Jabil or any third party, or use any of the iRobot Company Marks or any part thereof as part of its corporate name, or use any name or xxxx confusingly similar to any of the iRobot Company Marks;
17.5.3 No other rights or licenses, except that expressed in this Section 17.5 are granted to Kin Yat Jabil in and to any iRobot Company Xxxx, whether expressly, by implication, by estoppel, or otherwise;
17.5.4 As between iRobot Company and Kin YatJabil, the iRobot Company Marks are and shall remain the sole and exclusive property of iRobot Company and Kin Yat Jabil shall not acquire any right, title or interest in or to any iRobot Company Xxxx as a result of this Agreement (other than the limited license expressly granted in this Section 17.5) and all use of the iRobot Company Marks by Kin Yat Jabil and all goodwill generated thereby shall inure solely to the benefit of iRobotCompany;
17.5.5 Kin Yat Jabil admits the validity of, and agrees not to challenge the iRobot Company Marks;; and
17.5.6 Jabil represents that to the best of its knowledge, Jabil has not, nor does it have plans to, file trademarks (or register any domain names) that are confusingly similar to any Company trademark listed in Schedule 5. Should Company identify any such filing or registration by Jabil, Company shall provide prompt notification to Jabil, and the Parties shall mutually agree on procedures to implement a resolution. If any application for registration is filed by Jabil after the Effective Date of this Agreement that is the same as or has been filed in any country by Kin Yat which relates to any name or xxxx which, in the sole opinion of iRobot, is confusingly similar, deceptive or misleading with respect to that contains any of the iRobot MarksCompany trademarks listed in Schedule 5, Kin Yat then upon written request from the Company, Jabil shall immediately abandon any such application or registration or at iRobot’s sole discretion, assign it to iRobot, and reimburse iRobot for all costs and expenses of any opposition, cancellation or related legal proceedings, including attorney’s fees, instigated by iRobot or its authorized representative, in connection with any such registration or application; andregistration.
17.5.7 Upon any notice from iRobot Company that Kin YatJabil’s use of the iRobotCompany’s Marks fails to conform with the Xxxx Guidelines, or to any other provision of this Section 17.5, Kin Yat Jabil shall cease use of the iRobot Company Marks, until such failure has been corrected to the satisfaction of iRobotCompany.
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Trademark Usage. Nothing in this Agreement gives either Party a right to use the other Party’s Marks or implies the grant of any license from one Party to the other to use any Marks. Notwithstanding the foregoing, and subject to the terms and conditions of this Agreement, iRobot Company grants to Kin Yat Jabil a limited, non-exclusive, non-transferable, non-assignable, royalty-free license during the Term to reproduce any Xxxx set forth on Schedule 4, or otherwise designated 5 as may be amended from time to time in a writing authorized by iRobot both Parties (“iRobot Company Marks”") solely for the purpose placing such Marks on Products sold to iRobot Company and any applicable packaging, and for no other business or non-business purposes whatsoever and no other goods or services whatsoever, in accordance with the following:
17.5.1 All reproductions of iRobot Company Marks must be approved in writing by iRobot and must be in accordance with iRobot’s then current Trademark Usage Guidelines (“Xxxx Guidelines”), a copy of which is included in Schedule 4Company;
17.5.2 Kin Yat Jabil may not combine any iRobot Company Marks with, or create a composite xxxx using any iRobot Company Xxxx with, a trademark of Kin Yat Jabil or any third party, or use any of the iRobot Company Marks or any part thereof as part of its corporate name, or use any name or xxxx confusingly similar to any of the iRobot Company Marks;
17.5.3 No other rights or licenses, except that expressed in this Section 17.5 are granted to Kin Yat Jabil in and to any iRobot Company Xxxx, whether expressly, by implication, by estoppel, or otherwise;
17.5.4 As between iRobot Company and Kin YatJabil, the iRobot Company Marks are and shall remain the sole and exclusive property of iRobot Company and Kin Yat Jabil shall not acquire any right, title or interest in or to any iRobot Company Xxxx as a result of this Agreement (other than the limited license expressly granted in this Section 17.5) and all use of the iRobot Company Marks by Kin Yat Jabil and all goodwill generated thereby shall inure solely to the benefit of iRobotCompany;
17.5.5 Kin Yat Jabil admits the validity of, and agrees not to challenge the iRobot Company Marks;; and
17.5.6 Jabil represents that to the best of its knowledge, Jabil has not, nor does it have plans to, file trademarks (or register any domain names) that are confusingly similar to any Company trademark listed in Schedule 5. Should Company identify any such filing or registration by Jabil, Company shall provide prompt notification to Jabil, and the Parties shall mutually agree on procedures to implement a resolution. If any application for registration is filed by Jabil after the Effective Date of this Agreement that is the same as or has been filed in any country by Kin Yat which relates to any name or xxxx which, in the sole opinion of iRobot, is confusingly similar, deceptive or misleading with respect to that contains any of the iRobot MarksCompany trademarks listed in Schedule 5, Kin Yat then upon written request from the Company, Jabil shall immediately abandon any such application or registration or at iRobot’s sole discretion, assign it to iRobot, and reimburse iRobot for all costs and expenses of any opposition, cancellation or related legal proceedings, including attorney’s fees, instigated by iRobot or its authorized representative, in connection with any such registration or application; andregistration.
17.5.7 Upon any notice from iRobot Company that Kin YatJabil’s use of the iRobotCompany’s Marks fails to conform with the Xxxx Guidelines, or to any other provision of this Section 17.5, Kin Yat Jabil shall cease use of the iRobot Company Marks, until such failure has been corrected to the satisfaction of iRobotCompany.
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