Common use of Composite Marks Clause in Contracts

Composite Marks. (a) The parties acknowledge and agree that certain GroceryCo Marks or SnackCo Marks constitute composite Trademarks (each, a “Composite ▇▇▇▇”) a constituent element of which includes a word, logo, Sub-Brand, or slogan that constitutes a discrete Trademark that is owned by the other party. The parties acknowledge that the ownership arrangements with respect to Composite Marks to which the parties have agreed are for convenience and a party’s ownership of a Composite ▇▇▇▇ does not confer on such party any ownership interest or other rights in any such constituent element of such Composite ▇▇▇▇ that constitutes a discrete Trademark of the other party. For example, a SnackCo ▇▇▇▇ that constitutes a Composite ▇▇▇▇ is “▇▇▇▇▇ Handi-Snacks” and SnackCo IPCo’s ownership of such Composite ▇▇▇▇ does not confer on SnackCo IPCo any ownership or other rights in the Kraft GroceryCo Trademark. (b) A party that owns any application or registration for a Composite ▇▇▇▇ agrees to withdraw or cancel such application or registration of such Composite ▇▇▇▇ in any jurisdiction as soon as reasonably practicable after the other party gives written notice (a “Blocking Notice”) to such party that the existence of such application or registration is blocking the other party from registering or enforcing the discrete Trademark (or variations thereof) owned by the other party that is a constituent element of such Composite ▇▇▇▇. The parties agree that no registrations of any Composite ▇▇▇▇ will be renewed by the owner thereof and that any new registration sought by the owner of any Composite ▇▇▇▇ must not include the constituent element of such Composite ▇▇▇▇ that constitutes a discrete Trademark of the other party. A Blocking Notice may be given by a party only if such party has received a communication from the relevant trademark office, a court of competent jurisdiction or other third party regarding the existence of the block that is the subject of the Blocking Notice. For the avoidance of doubt, the parties agree that the renewal of the registration of any SnackCo ▇▇▇▇ that constituted a component of a Composite ▇▇▇▇ and any new Trademark sought to be registered by a SnackCo Entity that serves as a replacement for a Composite ▇▇▇▇, shall not use or include the Kraft GroceryCo Trademark or a hexagon/racetrack design that is identical or confusingly similar to the hexagon/racetrack design incorporated in the Kraft Hexagon Logo:

Composite Marks. (ai) Neither Party shall own any Composite Mark, and each Party shall continue to own its respective Marks and Images that are included in such Composite Mark. Neither Party shall, and each Party shall cause its sublicensees not to, apply to register or obtain registration in any country for any Composite Mark, except that the Team may sublicense to the NFL the right to file applications for US state registrations (but not US federal registrations) of Composite Marks. Composite Marks shall not be used post-termination of this Agreement, except as set forth in Section 17.4 and 17.5. The parties acknowledge and agree that certain GroceryCo Composite Marks or SnackCo Marks constitute composite Trademarks (each, a “Composite ▇▇▇▇”) a constituent element of which includes a word, logo, Sub-Brand, or slogan that constitutes a discrete Trademark that is owned may be used by the other partyTeam and its Affiliates for the exercise of all rights and obligations hereunder, including licensing and sublicensing for the Team’s Advertising Rights and Signage Rights granted hereunder, and the promotion and sale of Merchandise items through all channels of promotion and sale, including Internet sales. The parties acknowledge that the ownership arrangements with respect to Composite Marks may be sublicensed to which the parties have agreed are for convenience NFL and a party’s ownership its Affiliates, subject to the terms and conditions of a Composite ▇▇▇▇ does not confer on such party any ownership interest or other this Agreement. (ii) Each Party acknowledges and agrees that all rights in any such constituent element of such Composite ▇▇▇▇ that constitutes a discrete Trademark accruing from the use of the other party. For exampleParty’s (or of any of its Affiliates’) Marks included in any Composite Mark, a SnackCo ▇▇▇▇ that constitutes a Composite ▇▇▇▇ is “▇▇▇▇▇ Handi-Snacks” and SnackCo IPCo’s ownership including any goodwill, inure to the benefit of such other Party (or such Affiliate) and will be the exclusive property of such other Party (or such Affiliate). To the extent any right in or to any Mark of one Party (or of any of its Affiliates) included in any Composite ▇▇▇▇ does not confer on SnackCo IPCo any ownership Mark or other rights in the Kraft GroceryCo Trademark. (b) A party that owns any application or registration for a Composite ▇▇▇▇ agrees goodwill associated therewith is deemed to withdraw or cancel such application or registration of such Composite ▇▇▇▇ in any jurisdiction as soon as reasonably practicable after accrue to the other party gives written notice (a “Blocking Notice”) to such party that the existence of such application or registration is blocking the other party from registering or enforcing the discrete Trademark Party (or variations thereof) owned by the other party that is any of its Affiliates), including as a constituent element of such Composite ▇▇▇▇. The parties agree that no registrations result of any Composite ▇▇▇▇ will be renewed by joint development, joint use or physical intersection or overlapping of Marks, such other Party hereby assigns such right and goodwill to the owner thereof and that any new registration sought by the owner of any Composite ▇▇▇▇ must not include the constituent element of Party who owns (or whose Affiliate owns) such Composite ▇▇▇▇ that constitutes a discrete Trademark of the other party. A Blocking Notice may be given by a party only if such party has received a communication from the relevant trademark office, a court of competent jurisdiction or other third party regarding the existence of the block that is the subject of the Blocking Notice. For the avoidance of doubt, the parties agree that the renewal of the registration of any SnackCo ▇▇▇▇ that constituted a component of a Composite ▇▇▇▇ and any new Trademark sought to be registered by a SnackCo Entity that serves as a replacement for a Composite ▇▇▇▇, shall not use as between the Parties, for no additional consideration, subject to all rights, obligations and interests of the Parties set forth herein. At the request of such owner of such ▇▇▇▇, the applicable Party will take all actions and execute and deliver all documents necessary or include desirable to secure or preserve the Kraft GroceryCo Trademark owning Party’s (or a hexagon/racetrack design that is identical its Affiliate’s) right, title and interest in and to its Marks. Statements herein regarding the ownership of any Mark or confusingly similar with respect to the hexagon/racetrack design incorporated right, title or interest in or to any Mark are intended to allocate and confirm rights among the Kraft Hexagon Logo:Parties and are not a representation or warranty with respect to any Mark.