Initial Licensor definition
Examples of Initial Licensor in a sentence
Subject to the conditions of Section 7, each Initial Licensor hereby grants to You a perpetual, worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable (except as stated in this Section 5) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer Compliant Products, under all Necessary Claims of such Initial Licensor.
You may use this License for Your own specifications; however, if You do so, You must change the name of Your license, refer appropriately to Yourself as the Initial Licensor, and You must not use the name or trademarks of Open Compute Project Foundation, except You may state that Your license is based on the Open Compute Project Hardware License.
Licensor shall cooperate and assist Licensee in all reasonable respects in connection with an Action brought under this Section 5.4(b) and shall facilitate any necessary cooperation and assistance from the Initial Licensor.
If, following such efforts, the Parties are unable to cure a material breach of the Initial License Agreement due to the Company’s uncured material breach of this Agreement, and the Initial Licensor terminates the Initial License Agreement as a result, Company will be deemed to be in non-curable breach of this Agreement and Licensor shall have the right to terminate this Agreement with immediate effect.
Company acknowledges that (i) Licensor has disclosed to Company a redacted copy of the Initial License Agreement through virtual data room hosted by Intralinks, (ii) Licensor has licensed technology which has been incorporated into Licensor Technology from the Initial Licensor pursuant to the Initial License Agreement and (iii) certain rights and obligations of Licensor under the Initial License Agreement have been included in this Agreement.
Further, Licensor is required to inform Initial Licensor about the identity of Licensee and allow independent counsel review of this Agreement for Initial Licensor as further set forth below in Section 6.1.
In the event that a breach is undisputed or finally determined to have occurred, and such breach is not timely cured or not capable of being timely cured by Licensor, then in accordance with Section 37.25 of the Initial License Agreement, Licensee shall have the right to enter into a direct license with Initial Licensor, including without limitation by way of Licensor assigning this Agreement to the Initial Licensor.
If Initial Licensor alleges a breach of Licensor of the Initial License Agreement based on the material breach by Company of its obligations under this Agreement, Licensor shall inform Company of such allegation in writing.
For clarity, Section 31.15 of the Initial Licensor Agreement shall apply to such Confidential Information that is attributable to the Initial Licensor and for the confidentiality term of the Initial License Agreement such confidential information shall be subject to confidentiality obligations as set forth therein.
Nonetheless, Licensor is required to comply with such Initial License Agreement towards the Initial Licensor.