Common use of Trademarks and Tradenames Clause in Contracts

Trademarks and Tradenames. (a) Subject to the occurrence of the Closing, during the ninety- (90-) day period commencing on the Closing Date (the “Transition Trademark Period”), the Buyer may use the Trademarks Prudential, the Prudential logo and the Rock design (the “Licensed Marks”), solely to the extent utilized by the Business in electronic or written materials immediately prior to the Closing, and solely (i) to use and distribute such materials, and/or (ii) to disclose that the Business was formerly associated with the Seller. The Buyer shall comply with such other reasonable requests as are made by the Seller or any of its Affiliates to enable the Seller and its Affiliates to maintain and preserve the validity and enforceability of such trademarks and the goodwill associated therewith. The Buyer agrees to display, within five (5) days of the Closing until the end of the Transition Trademark Period, on each page of its public-facing website and on any materials bearing the Seller’s or any of its Affiliates’ trademarks distributed after the Closing, the following statement (the “Non-Affiliation Statement”): “All Prudential trademarks and logos are used under license. Envestnet is not affiliated with The Prudential Insurance Company of America or with Prudential Financial, Inc.” The Buyer acknowledges that the Licensed Marks and all rights therein and thereto and the goodwill pertaining thereto belong exclusively to the Seller and its Affiliates and agrees that it has no right, title or interest, express or implied, in and to the Licensed Marks, except as specifically provided in this Agreement. Any and all goodwill generated by the Buyer’s use of the Licensed Marks or associated therewith shall inure solely to the benefit of The Prudential Insurance Company of America. Except as otherwise provided in this Section 10.2, the Buyer shall have no rights to use any Retained Marks and will not hold itself out as having any affiliations with the Seller or any of its Affiliates. During and after the Transition Trademark Period, the Buyer shall use commercially reasonable efforts to ensure that there is no confusion regarding the Buyer’s lack of affiliation with the Seller or the Seller’s Affiliates and/or, if any such confusion occurs, to promptly remediate such confusion and the causes thereof; provided that, the Buyer’s display of the Non-Affiliation Statement as noted above, during or after the Transition Trademark Period, shall constitute commercially reasonable efforts to ensure there is no such confusion. (b) Subject to the occurrence of the Closing, during the two- (2-) year period commencing on the Closing Date, the Seller and its Affiliates will not use the phrase “Wealth Management Solutions” to denote the name or brand of any product or service competitive with those being offered by the Business on the Closing Date; provided that (x) nothing in this Section 10.2(b) shall limit the Seller’s and its Affiliates’ rights to utilize any other phrase or any portion of such phrase, including “Wealth Management”, “Wealth Solutions” and “Management Solutions”, and (y) Seller and its Affiliates may utilize the phrase “Wealth Management Solutions” to generically describe the attributes of any of their products or services that provide wealth management solutions.

Trademarks and Tradenames. (a) Subject to 8.1 The Parties recognize that the occurrence name and/or respective marks of the Closing, during the ninety- (90-) day period commencing on the Closing Date (the “Transition Trademark Period”), the Buyer may use the Trademarks Prudential, the Prudential logo other are valuable and the Rock design (the “Licensed Marks”), solely to the extent utilized by the Business in electronic or written materials immediately prior to the Closing, and solely (i) to use and distribute such materials, and/or (ii) to disclose that the Business was formerly all goodwill associated with the Seller. The Buyer shall comply with such other reasonable requests as are made by the Seller or any of its Affiliates to enable the Seller and its Affiliates to maintain and preserve the validity and enforceability use of such trademarks names and the goodwill associated therewith. The Buyer agrees to display, within five (5) days of the Closing until the end of the Transition Trademark Period, on each page of its public-facing website and on any materials bearing the Seller’s or any of its Affiliates’ trademarks distributed after the Closing, the following statement (the “Non-Affiliation Statement”): “All Prudential trademarks and logos are used under license. Envestnet is not affiliated with The Prudential Insurance Company of America or with Prudential Financial, Inc.” The Buyer acknowledges that the Licensed Marks and all rights therein and thereto and the goodwill pertaining thereto belong exclusively to the Seller and its Affiliates and agrees that it has no right, title or interest, express or implied, in and to the Licensed Marks, except as specifically provided in this Agreement. Any and all goodwill generated by the Buyer’s use of the Licensed Marks or associated therewith marks shall inure solely to the benefit of The Prudential Insurance Company of Americathe other. Except as otherwise provided in this Section 10.2, the Buyer BUYER shall have the right to terminate this Agreement immediately in the event that SELLER acts in a manner which would negatively impact the reputation of BUYER and/or of its name or marks (“BUYER Marks”) and/or would infringe or dilute the value of BUYER’s marks or which is not in compliance with applicable law in the United States or any other country in which BUYER conducts business as the case may be. 8.2 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 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. SELLER has no rights right or license to use any Retained Marks and will not hold itself out as having any affiliations of the trademarks or tradenames owned by, licensed to or associated with the Seller 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. 8.3 The Parties agree that any idea, technology, know-how, process, patent, formula, product, composition, publication, tape, iteration, use, information, or other intellectual property (“Intellectual Property”) which shall come to SELLER and/or be researched and 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 paragraph 4 herein. SELLER specially represents and warrants that any of its Affiliatesthe Intellectual Property that is researched and developed for BUYER is of independent and novel origin, and does not rely in any aspect on other technologies and ideas that SELLER has, in the past, conceived, researched and/or developed for Manufacturer or others. During Further SELLER hereby represents and after warrants as follows: 8.3.1 that none of the Transition Trademark PeriodIntellectual 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 Buyer 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 use commercially take reasonable efforts steps to ensure that there is no confusion regarding the Buyer’s lack of affiliation identify and secure any approvals or permissions required in connection with the Seller production, manufacture, use or exploitation of the Seller’s Affiliates and/orIntellectual 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 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 such confusion occursrights 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 for BUYER, including without limitation the rights to manufacture, reproduce, use, publish, distribute, market, sell, license or otherwise exploit, shall be transferred, at various times, at the request of BUYER, to promptly remediate such confusion and the causes thereof; provided thatit, the Buyer’s display of the Non-Affiliation Statement as noted aboveits sole property, during or after the Transition Trademark Periodwith no rights, shall constitute commercially reasonable efforts to ensure there is no such confusion. (b) Subject except to the occurrence right of the Closingcompensation, during the two- (2-) year period commencing on the Closing Dateset forth herein, the Seller and its Affiliates will not use the phrase “Wealth Management Solutions” to denote the name or brand of any product or service competitive with those being offered by the Business on the Closing Date; provided that (x) nothing in this Section 10.2(b) shall limit the Seller’s and its Affiliates’ rights to utilize any other phrase or any portion of such phrase, including “Wealth Management”, “Wealth Solutions” and “Management Solutions”, and (y) Seller and its Affiliates may utilize the phrase “Wealth Management Solutions” to generically describe the attributes of any of their products or services that provide wealth management solutionsremaining within your ownership.

Trademarks and Tradenames. (a) Subject Telepanel hereby grants to ERS, and ERS hereby grants to the occurrence Joint Venture, the non-exclusive right to use any and all of its trademarks, tradenames and service marks (collectively, the "Trademarks", and, individually, a "Trademark") as are specified in writing by the supplying party for the sole purpose of advertising and promoting its system in connection with performance hereunder, subject to withdrawal from time to time by the supplying party of any and all such rights which the supplying party wishes to discontinue the use of generally upon reasonable advance notice to the other. ERS shall submit to Telepanel, and the Joint Venture shall submit to ERS, for its approval prior to use, all advertising, marketing and other promotional material using any such Trademarks of the Closingsupplying party. Each party hereby agrees that neither it nor the Joint Venture shall, during directly or indirectly, use or permit or cause the ninety- (90-) day period commencing on the Closing Date (the “Transition Trademark Period”), the Buyer may use of the Trademarks Prudentialof the supplying party, the Prudential logo and the Rock design (the “Licensed Marks”), solely to the extent utilized by the Business in electronic or written materials immediately prior to the Closing, and solely (i) to use and distribute such materials, and/or (ii) to disclose that the Business was formerly associated with the Seller. The Buyer shall comply with such other reasonable requests as are made by the Seller or any of its Affiliates to enable the Seller and its Affiliates to maintain and preserve the validity and enforceability of such trademarks and the goodwill associated therewith. The Buyer agrees to displaythem, within five (5) days of the Closing until the end of the Transition Trademark Period, on each page of its public-facing website and on any materials bearing the Seller’s or any of its Affiliates’ trademarks distributed after the Closingvariant thereof, the following statement (the “Non-Affiliation Statement”): “All Prudential trademarks and logos are used under license. Envestnet is not affiliated singly or in combination with The Prudential Insurance Company of America or with Prudential Financial, Inc.” The Buyer acknowledges that the Licensed Marks and all rights therein and thereto and the goodwill pertaining thereto belong exclusively to the Seller and its Affiliates and agrees that it has no right, title or interest, express or implied, in and to the Licensed Marksany other term, except as specifically provided in expressly authorized by this Agreement. Any Except as expressly authorized by this Agreement, upon the expiration or termination of the Term, irrespective of the reason therefor, each party and the Joint Venture shall abandon immediately all goodwill generated by the Buyer’s use of each Trademark of the Licensed Marks or associated therewith shall inure solely to the benefit of The Prudential Insurance Company of America. Except as otherwise provided in this Section 10.2supplying party, the Buyer shall have no rights to use any Retained Marks and will not hold itself out as having any affiliations with the Seller or any of its Affiliates. During and after the Transition Trademark Periodvariant thereof, the Buyer shall use commercially reasonable efforts to ensure that there is no confusion regarding the Buyer’s lack of affiliation singly or in combination with the Seller or the Seller’s Affiliates and/or, if any such confusion occurs, to promptly remediate such confusion and the causes thereof; provided that, the Buyer’s display of the Non-Affiliation Statement as noted above, during or after the Transition Trademark Period, shall constitute commercially reasonable efforts to ensure there is no such confusionother term. (b) Subject Each party hereby agrees that, in the event that during the Term, any infringement of any Trademark relating to the occurrence sale and/or distribution of the Closingother party's system shall occur, during or litigation shall be commenced in which such Trademark is alleged to have infringed any rights held by a third party, or in any way involving any liability in connection with the two- (2-) year period commencing on products or the Closing Date, the Seller and its Affiliates will not use the phrase “Wealth Management Solutions” to denote the name or brand of any product or service competitive with those being offered by the Business on the Closing Date; provided that (x) nothing in this Section 10.2(b) shall limit the Seller’s and its Affiliates’ rights to utilize any other phrase or any portion activities of such phraseparty hereunder, including “Wealth Management”it and the Joint Venture shall, “Wealth Solutions” promptly after learning thereof, advise such other party of such matter and “Management Solutions”furnish to such other party, at such other party's expense, all necessary or appropriate assistance, at the election of such other party, for the prompt and (y) Seller and its Affiliates effective elimination of such infringement or defense of such litigation, as the case may utilize the phrase “Wealth Management Solutions” to generically describe the attributes of any of their products or services that provide wealth management solutionsbe.