WKKC Brand IP Sample Clauses

WKKC Brand IP. (i) Each Party shall promptly inform the other Party of any potential infringement, dilution, misappropriation or other violation of any WKKC Brand IP in North America or use of any Trademark that may reasonably lead to likelihood of confusion with any WKKC Brand IP in North America, or if either Party receives notice of any claim from any third party alleging that any WKKC Brand IP (or such Party’s use thereof) infringes, dilutes, misappropriates or otherwise violates the rights of a third party in North America. Within twenty (20) Business Days (“Enforcement Period”) of notice of any potential infringement, dilution, or other violation of any WKKC Brand IP in North America, WKKC shall have the first right to commence, control, or respond to any such action or claim, and the authority and sole control of the defense or settlement of such action or claim, including the negotiation, litigation, prosecution, or settlement of any such action or claim. WKKC and Xxxxxxxxx shall share the documented, out-of-pocket costs, fees and expenses of any such action or claim, and all sums, profits and damages recovered from any such action or claim in proportion to the Net Sales in North America of Licensed Products bearing or sold or being offered for sale under the applicable WKKC Brand IP that is subject to such action or claim in the fiscal year prior to date of any such action or claim. Xxxxxxxxx shall, and shall cause any member of its Group to, cooperate with all reasonable requests for assistance by WKKC in connection with the foregoing, including being named as a party in any related court and/or administrative proceedings. Without limiting the foregoing, WKKC shall not bring any action or claim against any Sublicensee of Kellanova or any member of its Group for any alleged infringement, dilution, misappropriation or other violation of any WKKC Brand IP by any Sublicensee of Kellanova or any member of its Group of which it becomes aware without first raising the issue with Xxxxxxxxx or any member of its Group and providing Kellanova or any member of its Group with the first right to resolve such claim or dispute, and WKKC shall promptly inform Xxxxxxxxx or any member of its Group if WKKC becomes aware of any such alleged issue involving any Sublicensee of Kellanova or any member of its Group.
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Related to WKKC Brand IP

  • Product Trademarks BMS shall be solely responsible for the selection (including the creation, searching and clearing), registration, maintenance, policing and enforcement of all trademarks developed for use in connection with the marketing, sale or distribution of Products in the Field in the Territory (the “Product Marks”). BMS shall own all Product Marks, and all trademark registrations for said marks.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Company Products Schedule 2.10(d) of the Company Disclosure Letter lists all Company Products, and for each such product or feature (and each version thereof) identifying its release date.

  • Company IP Each Group Company owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its business as currently conducted by such Group Company (“Company IP”) without any known conflict with or known infringement of the rights of any other Person. Section 12.1 of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Licensed Rights (a) (i) BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and use the Licensed System in the United States through its employees (other than as expressly permitted otherwise by Section 2.1(a)(ii) below), solely in accordance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, strictly for the internal business purposes of the Company, solely in support of the Core Services and solely for so long as any applicable fees are paid by Company.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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