Common use of Trademarks and Tradenames Clause in Contracts

Trademarks and Tradenames. 10.1 The Parties recognize that the corporate name and respective trademarks or tradenames of the other are valuable and that all goodwill associated with use of such names and marks shall inure to the benefit of the other. Either Party shall have the right to terminate this Agreement immediately in the event that the other Party acts in a manner which would negatively impact the reputation of such Party and/or of its name or marks and/or would infringe or dilute the value of the other Party’s name or marks or which is not in compliance with applicable law in the United States or any other country in which either Party conducts business as the case may be. Each Party shall be solely responsible for the registration and maintenance of its trademarks and tradenames in the Territory. 10.2 Buyer shall be the sole owner and shall have perpetual use and control of all promotional materials produced for Buyer bearing its trade name and/or trademarks (“Buyer Marks”) related to the Product. Buyer shall be free to dispose of and treat in any way all promotional materials under this Agreement, including but not limited to selling, advertising, distributing, and permitting their use in other mediums, whether for profit or otherwise. Except as provided in Section 4.3, Seller has no right or license to use any of the trademarks or tradenames owned by, licensed to or associated with the Buyer Marks during the term of this Agreement without prior approval and express permission from Buyer, such approval and permission is within the sole discretion of Buyer and may be withheld at any time. 10.3 Seller acknowledges and agrees that all Product formulas are proprietary to and owned exclusively by Buyer (“Buyer Intellectual Property”) and Seller disclaims all interest in such Buyer Intellectual Property including without limitation any modifications or improvements made by Seller to such Buyer Intellectual Property during the term of this Agreement. Buyer acknowledges and agrees that any new product formula provided by Seller that is declined by Buyer for use under this Agreement shall be proprietary to and owned exclusively by Seller; provided it does not include Buyer’s proprietary formulations.

Trademarks and Tradenames. 10.1 The Parties recognize that the corporate name and and/or respective trademarks or tradenames marks of the other are valuable and that all goodwill associated with use of such names and marks shall inure to the benefit of the other. Either Party Mannatech shall have the right to terminate this Agreement immediately in the event that the other Party Wellness acts in a manner which that would negatively impact the reputation of such Party Mannatech and/or of its name or marks (“Mannatech Marks”) and/or would infringe or dilute the value of the other PartyMannatech’s name or marks or which is not in compliance with applicable law in the United States or any other country in which either Party Mannatech conducts business as the case may be. Each Party Likewise, Wellness shall be solely responsible for have the registration and maintenance right to terminate this Agreement immediately in the event that Mannatech acts in a manner that would negatively impact the reputation of Wellness and/or of its trademarks and tradenames name or marks (“Wellness Marks”) and/or would infringe or dilute the value of’ Wellness’ marks or which is not in compliance with applicable law in the TerritoryUnited States or any other country in which Wellness conducts business as the case may be. 10.2 Buyer 7.9.1 Mannatech shall be the sole owner and shall have perpetual use and control of all promotional materials Promotional Materials produced for Buyer Mannatech bearing its trade name and/or trademarks (“Buyer Marks”) Mannatech Marks related to the Product. Buyer Mannatech shall be free to dispose of and treat in any way all promotional materials Promotional Materials under this Agreement, including but not limited to selling, advertising, distributing, and permitting their use in other mediums, whether for profit or otherwise. Except as provided in Section 4.3, Seller and Wellness has no right or license to use any of the trademarks or tradenames owned by, licensed to or associated with the Buyer Mannatech Marks during the term of this Agreement Term without prior written approval and express permission from BuyerMannatech, such approval and permission is within the sole discretion of Buyer Mannatech and may be withheld at any time. 10.3 Seller acknowledges and agrees that all Product formulas are proprietary to and owned exclusively by Buyer (“Buyer Intellectual Property”) and Seller disclaims all interest in such Buyer Intellectual Property including without limitation any modifications or improvements made by Seller to such Buyer Intellectual Property during the term of this Agreement. Buyer acknowledges and agrees that any new product formula provided by Seller that is declined by Buyer for use under this Agreement shall be proprietary to and owned exclusively by Seller; provided it does not include Buyer’s proprietary formulations.

Trademarks and Tradenames. 10.1 8.1 The Parties recognize that the corporate name and and/or respective trademarks or tradenames marks of the other are valuable and that all goodwill associated with use of such names and marks shall inure to the benefit of the other. Either Party BUYER shall have the right to terminate this Agreement immediately in the event that the other Party SELLER acts in a manner which would negatively impact the reputation of such Party BUYER and/or of its name or marks (“BUYER Marks”) and/or would infringe or dilute the value of the other PartyBUYER’s name or marks or which is not in compliance with applicable law in the United States or any other country in which either Party BUYER conducts business as the case may be. Each Party shall be solely responsible for the registration and maintenance of its trademarks and tradenames in the Territory. 10.2 Buyer 8.2 BUYER shall be the sole owner and shall have perpetual use and control of all promotional materials Promotional Materials produced for Buyer BUYER bearing its trade name and/or trademarks (“Buyer Marks”) BUYER Marks related to the Product. Buyer BUYER shall be free to dispose of and treat in any way all promotional materials Promotional Materials under this Agreement, including but not limited to selling, advertising, distributing, and permitting their use in other mediums, whether for profit or otherwise. Except as provided in Section 4.3, Seller SELLER has no right or license to use any of the trademarks or tradenames owned by, licensed to or associated with the Buyer BUYER Marks during the term of this Agreement without prior approval and express permission from BuyerBUYER, such approval and permission is within the sole discretion of Buyer BUYER and may be withheld at any time. 10.3 Seller acknowledges and agrees 8.3 The Parties agree that all Product formulas are proprietary to and owned exclusively by Buyer any idea, technology, know-how, process, patent, formula, product, composition, publication, tape, iteration, use, information, or other intellectual property (“Buyer Intellectual Property”) which shall come to SELLER and/or be researched and Seller disclaims all interest developed related to the Product shall be the sole and exclusive property of BUYER, and any compensation therefore shall be embraced within the compensation stated in such Buyer paragraph 4 herein. SELLER specially represents and warrants that any of the Intellectual Property including without limitation that is researched and developed for BUYER is of independent and novel origin, and does not rely in any modifications aspect on other technologies and ideas that SELLER has, in the past, conceived, researched and/or developed for Manufacturer or improvements made by Seller others. Further SELLER hereby represents and warrants as follows: 8.3.1 that none of the Intellectual Property of which SELLER conceives, researches or develops, and ultimately conveys to BUYER shall violate or infringe any patent, copyright, right of privacy, nor constitute the misuse of misappropriation of any trade secret or confidential information which is the subject of an agreement or legal requirement involving a third-party; 8.3.2 that SELLER shall take reasonable steps to identify and secure any approvals or permissions required in connection with the production, manufacture, use or exploitation of the Intellectual Property to the effect that the same have been or will have been obtained prior to any transfer of the Intellectual Property to BUYER (or if not reasonably obtainable, identified to BUYER in writing), and that to the extent the same are secured, such shall remain in full force and effect with respect to such Buyer Intellectual Property during the period of ownership by BUYER. 8.3.3 SELLER agrees to execute any document, accurately prepared by counsel of BUYER, which shall serve to preserve the rights to the Intellectual Property of BUYER, including patent applications and related documents, and transfers and evidences of ownership of such rights in BUYER. The obligation to acknowledge ownership of the Intellectual Property in BUYER and to participate in the execution of documents to obtain, evidence and secure rights pertaining to the same, shall survive this agreement, and shall bind SELLER and its successors, and if applicable, assigns. Accordingly, SELLER affirm that any rights which might vest in it with regard to any Intellectual Property which shall come to SELLER and/or be researched and developed during the term of this Agreement. Buyer acknowledges and agrees that any new product formula provided by Seller that is declined by Buyer Agreement for use under this Agreement BUYER, including without limitation the rights to manufacture, reproduce, use, publish, distribute, market, sell, license or otherwise exploit, shall be proprietary transferred, at various times, at the request of BUYER, to and owned exclusively by Seller; provided it does not include Buyer’s proprietary formulationsit, as its sole property, with no rights, except to the right of compensation, set forth herein, remaining within your ownership.

Trademarks and Tradenames. 10.1 a. Distributor acknowledges the validity and proprietary value of company Trademarks and Tradenames including, but not limited to, the names Radiancy, LHE, Thermicon, no!no!, no!no! Skin, no!no! Smooth. b. The Parties recognize that Distributor agrees to market the corporate name and respective trademarks or tradenames of the other are valuable and that all goodwill associated with use of such names and marks shall inure to the benefit of the other. Either Party shall have the right to terminate this Agreement immediately Products in the event that Territory under any trademarks and trade names used by the other Party acts in a manner which would negatively impact Company (including the reputation of such Party and/or of its name or marks and/or would infringe or dilute the value of the other PartyCompany’s name or marks or which is not in compliance with applicable law in the United States or any other country in which either Party conducts business as the case may be. Each Party shall be solely responsible for the registration and maintenance of its trademarks and tradenames in the Territory. 10.2 Buyer shall be the sole owner and shall have perpetual use and control of all promotional materials produced for Buyer bearing its trademark or trade name and/or trademarks (“Buyer Marks”) related to used or claimed by the Product. Buyer shall be free to dispose of and treat in any way all promotional materials under this Agreement, including but not limited to selling, advertising, distributing, and permitting their use in other mediums, whether for profit or otherwise. Except as provided in Section 4.3, Seller has no right or license to use any of the trademarks or tradenames owned by, licensed to or associated with the Buyer Marks during the term of this Agreement without prior approval and express permission from Buyer, such approval and permission is within the sole discretion of Buyer and may be withheld at any time. 10.3 Seller acknowledges and agrees that all Product formulas are proprietary to and owned exclusively by Buyer (“Buyer Intellectual Property”) and Seller disclaims all interest in such Buyer Intellectual Property including without limitation any modifications or improvements made by Seller to such Buyer Intellectual Property Company during the term of this Agreement, collectively referred to herein as “Trademarks”). Buyer acknowledges The Company hereby consents to the use of the Trademarks in the Territory by the Distributor solely in connection with the marketing and sale of Products and otherwise in accordance with the terms of this Agreement. c. The Distributor’s use of the Trademarks and Trade names shall be limited to use for distribution of the Products in the manner contemplated by this Agreement. The Distributor shall seek the prior written consent of the Company prior to the use of the Trademarks in connection with any packaging or brochures. The Distributor further agrees that it will not contest, during or after the term of this Agreement, any new product formula provided Trademark or Trade name and it will not use, after the term of this Agreement, any Trademark or Trade name. d. The Distributor shall include and shall not alter, obscure or remove any Trademark, or any markings, colors or other insignia that are contained on or in or affixed to any Product at the time of shipment. e. Any packaging, advertising or promotional literature or announcement to the press by Seller that is declined by Buyer for use the Distributor regarding its relationship with the Company or otherwise utilizing the Trademarks must identify the Company as the owner of the Trademarks/Tradenames and manufacturer of the Product. f. The Company may obtain and maintain registrations of the Company’s Trademarks/Tradenames, and all rights there under this Agreement or thereto shall be proprietary for the sole benefit of and shall be solely owned by and in the name of the Company, and the Distributor shall cooperate with the Company to ensure the same. The Distributor shall not independently apply for or in any way attempt to obtain any such registrations. The Distributor will provide the Company with any information in English regarding the foregoing that the Company may request. g. Upon the expiration or termination of this agreement, Distributor shall immediately discontinue all use of Company’s Trademarks and owned exclusively by Seller; provided it does not include BuyerTrade names except as may be required for the sale of Distributor’s proprietary formulationsexisting inventory of Company’s products.