Transitional Use. Following the Effective Date, TEN shall use commercially reasonable efforts to cease all use of the Loading Arms Marks. Subject to the terms and conditions of this Agreement, TFMC hereby grants to TEN a non-exclusive, limited, royalty-free, fully paid-up, transferable (as set forth in Section 7.12), sublicensable (solely to other members of the TEN Group and any of its or their manufacturers, suppliers, contractors and distributors), worldwide license to: (a) use the Loading Arms Marks in connection with the TEN Group’s marketing or sale of any Loading Arms Products, including the appearance of the Loading Arms Marks on the cast or forged bodies of Loadings Arms Products that are manufactured by or on behalf of the TEN Group using existing tooling that bears such Loading Arms Marks; and (b) permit Tokyo Boeki to use the Loading Arms Marks pursuant to the terms of the Tokyo Boeki License Agreement, in each case of the foregoing clauses (a) and (b), until September 9, 2023, or, with respect to such clause (b), the termination of the Tokyo Boeki License Agreement, if earlier; provided that (x) the use of the Loading Arms Marks by Tokyo Boeki is subject to Tokyo Boeki’s compliance with the terms of the Tokyo Boeki License Agreement (including all quality control provisions therein), which Contract shall be enforced by TEN, and which Contract shall not be amended without TFMC’s prior written consent, (y) the use of the Loading Arms Marks by TEN shall be, in all material respects, in substantially similar form and manner, as such Loading Arms Marks were used in connection with the Loading Arms Products during the one (1) year period prior to the Effective Date, and (z) the Loading Arms Products manufactured by or on behalf of TEN and which are identified with the Loading Arms Marks are, in all material respects, of substantially similar quality as the Loading Arms Products that were manufactured by or on behalf of TFMC and its Affiliates during the one (1) year prior to the Effective Date.
Appears in 4 contracts
Samples: Coexistence and Trademark Matters Agreement (Technip Energies N.V.), Coexistence and Trademark Matters Agreement (TechnipFMC PLC), Coexistence and Trademark Matters Agreement (Technip Energies B.V.)
