Licensed Brand Assets definition
Examples of Licensed Brand Assets in a sentence
Insofar as Licensee might have been regarded for the purposes of any Applicable Law to be entitled to any goodwill arising out of this Agreement or out of Licensee’s use of the UL Masterbrand or Licensed Brand Assets, Licensee hereby assigns and transfers to UL its ownership in that goodwill, without further consideration.
Licensee shall, and shall cause Sublicensees to conform all uses of the Licensed Brand Assets in accordance with the Brand Guidelines, as amended, as soon as reasonably practicable and in no event later than six (6) months after Licensee’s receipt thereof with regard to use for marketing materials and all uses in connection with Licensee’s services.
Licensee and Sublicensees shall promptly undertake steps to end their use of the Licensed Brand Assets and shall end such use by the time periods indicated below.
Licensee’s usage of the Licensed Brand Assets, including all goodwill and any additional value created by such usage of the Licensed Brand Assets, shall inure solely to the benefit of UL.
Subject to Section 3.5, UL shall, in its sole discretion, have the exclusive right to sue for any infringement or dilution of any of the Licensed Brand Assets or take any other enforcement or similar action in connection therewith, including routine enforcement actions not rising to the level of litigation (e.g., administrative procedures such as proceedings under the ICANN Uniform Domain Name Dispute Resolution Policy or customs or police actions).
Licensee’s ownership of any copyrighted materials incorporating the Licensed Brand Assets is subject to the rights granted by UL hereunder and UL’s ownership of underlying Licensed Brand Assets.
Licensee may not settle any such suit or enter into any other agreement affecting the UL Masterbrand, any of the Licensed Brand Assets and/or UL’s rights in them without UL’s prior written approval.
Licensee will not be relieved of any of its obligations hereunder with respect to any sublicense to a Sublicensee and will be responsible for any action (or inaction) of each Sublicensee with respect to any such sublicense as if such action (or inaction) were an action (or inaction) of Licensee as relates to the Licensed Brand Assets.
Licensee may only grant sublicenses to the Licensed Brand Assets to Sublicensees in writing on a non-exclusive, non-transferable, revocable and terminable basis and all remaining terms shall be further limited solely to the rights granted to Licensee herein.
As between UL and Licensee, UL is the sole and exclusive owner of all right, title and interest in and to the UL Masterbrand and the Licensed Brand Assets in the Territory and all the goodwill associated therewith.