Grant of Licences. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts an exclusive, royalty-free, worldwide right and licence under the Intellectual Property Rights to use the Technology in the Field of Use, with no right to sublicense except as specifically provided in this Section 2.1: (a) to use, copy, display, create derivative works of and integrate the Technology and any such derivative works into the Products and otherwise to use, copy and practice the Technology (including making Licensee Updates and other improvements to the Technology); (b) to engage contractors and collaborators to (i) market and sell the Products and (ii) reproduce, develop and make components and any parts thereof incorporated into any Products; (c) to make any Licensee Updates and derivative works thereof, and incorporate Licensee Updates and any such derivative works into the Products, provided that: (i) Licensee provides notification to Licensor of such Licensee Updates, and (ii) Licensee grants Licensor the licence described in Section 3.2(b); (d) to make, have made, use, lease, sell, offer for sale and import Products and to make, have made, use, copy, display, sell and distribute Technology (solely for the purpose to be incorporated into Products) to End Users as components of other products intended for Sale to End Users; (e) to sell any Service(s); and (f) to provide technical support to End Users; and (g) to grant sub-licences of all rights set out above and to disclose Confidential Information to sub-licensees, provided that sub-licensees are: (i), with respect to Licensee, a Third Party (ii) bound by terms and conditions no less onerous than set forth in this Agreement (it being understood that no further amount shall be payable to Licensor or the Inventors in connection with any such sub-licence), provided that Licensee shall provide at least five (5) days prior written notice to Licensor of Licensee’s intent to enter into any such sub-license.
Appears in 1 contract
Sources: Technology License Agreement (Profound Medical Corp.)
Grant of Licences. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts an exclusive, royalty-free, worldwide right and licence under the Intellectual Property Rights to use the Technology in the Field of Use, with no right to sublicense except as specifically provided in this Section 2.1:
(a) to use, copy, display, create derivative works of and integrate the Technology and any such derivative works into the Products and otherwise to use, copy and practice the Technology (including making Licensee Updates and other improvements to the Technology);
(b) to engage contractors and collaborators to (i) market and sell the Products and (ii) reproduce, develop and make components and any parts thereof incorporated into . any Products;
(c) to make any Licensee Updates and derivative works thereof, and incorporate Licensee Updates and any such derivative works into the Products, provided that: (i) Licensee i)Licensee provides notification to Licensor of such Licensee Updates, and (ii) Licensee grants Licensor the licence described in Section 3.2(b);
(d) to make, have made, use, lease, sell, offer for sale and import Products and to make, have made, use, copy, display, sell and distribute Technology (solely for the purpose to be incorporated into Products) to End Users as components of other products intended for Sale sale to End Users;
(e) to sell any Service(s); and
(f) to provide technical support to End Users; and
(g) to grant sub-licences of all rights set out above and to disclose Confidential Information to sub-licensees, provided that sub-licensees are: (i), with respect to Licensee, a Third Party (ii) bound by terms tenns and conditions no less onerous than set forth in this Agreement (it being understood that no further amount shall be payable to Licensor or the Inventors in connection with any such sub-licence), provided that Licensee shall provide at least five (5) days prior written notice to Licensor of Licensee’s intent to enter into any such sub-license.
Appears in 1 contract
Sources: Technology Licence Agreement (Profound Medical Corp.)
Grant of Licences. Subject 2.1 The Supplier hereby grants EST and its Affiliates an exclusive, non-transferable, non-sub- licensable (unless explicitly agreed by both parties) right as an esports licensee in the Territories during the term of this Agreement: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]
2.1.1 to market and promote the App in any form of media whether online or offline including without limitation on social media;
2.1.2 to market and promote the Games in any form of media whether online or offline including without limitation on social media; and/or
2.1.3 to use the Trade Marks in connection with the marketing and the promotion of the App and/or the Games including without limitation on social media.
2.2 Other than as may be mutually approved in writing (email consent shall constitute a “writing” EST will not represent itself as an agent of the Supplier for any purpose, nor pledge the Supplier’s credit or give any condition or warranty or make any representation on the Supplier’s behalf or commit the Supplier to any contracts.
2.3 The Supplier only grants to EST the licences as specified in clause 2.1, and does not transfer any other right, title or interest to the terms App and conditions any Games to EST.
2.4 EST represents, warrants and undertakes, except as expressly permitted by this Agreement or authorised in writing by the Supplier, that EST will not, nor permit others, directly or indirectly to:
2.4.1 copy, modify, translate, convert or create derivative works from the App or any Game, any part of it, or any adaptation, transcription, or merged portion of it except with the prior written consent of the Supplier;
2.4.2 reverse engineer, disassemble, decompile or in any other manner decode the App or any Game or any part of it, except to the extent that the foregoing acts are permitted by Applicable Law; or
2.4.3 remove any copyright, proprietary or similar notices from the App or any Game or any part thereof (or any copies thereof).
2.5 During the term of this Agreement, Licensor EST hereby grants to Licensee and Licensee hereby accepts an the Supplier a revocable, non- exclusive, royaltynon-freetransferable license without the right of sublicense, worldwide right and licence under the Intellectual Property Rights to use the Technology Branding to brand the Product subject to the Guidelines and clause 2.6.
2.6 the Supplier agrees to use the Branding to brand the Product, subject to the following terms and conditions;
2.6.1 the Supplier recognizes ownership by the EST Group of the Branding and shall not at any time do or suffer to be done any act or thing which will in any way impair such proprietary rights in and to the Branding;
2.6.2 the Supplier shall not acquire, and shall not claim, any right, title, or interest to the Branding adverse to the EST Group by virtue of the license granted to the Supplier under clause 2.5, or through the Supplier’s use of the Branding;
2.6.3 all use of the Branding by the Supplier shall at all times inure to the benefit of the EST Group;
2.6.4 EST shall be entitled to exercise such quality control over the use of the Branding as is customary in the Field of Usetrade;
2.6.5 the Supplier shall use its reasonable endeavors to assist EST in protecting the Branding;
2.6.6 the Supplier shall not knowingly do, with no right or cause or permit anything to sublicense except as specifically provided in this Section 2.1:
(a) be done, which may prejudice or harm or has the potential to use, copy, display, create derivative works of and integrate prejudice or harm the Technology and any such derivative works into Branding or the Products and otherwise to use, copy and practice the Technology (including making Licensee Updates and other improvements EST Group’s title to the Technology);Branding; CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]
(b) 2.6.7 the Supplier shall notify EST of any suspected infringement of the Branding but shall not take any steps or action whatsoever in relation to engage contractors and collaborators that suspected infringement unless requested to (i) market and sell do so by EST; and/or
2.6.8 if so required by EST, fully co-operate with EST in making applications to the Products and (ii) reproduce, develop and make components and any parts thereof incorporated into any Products;
(c) to make any Licensee Updates and derivative works thereof, and incorporate Licensee Updates and any such derivative works into Registrar of the Products, provided that: (i) Licensee provides notification to Licensor Branding or equivalent officials or bodies for either the registration of such Licensee Updates, and (ii) Licensee grants Licensor the licence described in Section 3.2(b);
(d) to make, have made, use, lease, sell, offer for sale and import Products and to make, have made, use, copy, display, sell and distribute Technology (solely for the purpose to be incorporated into Products) to End Users as components of other products intended for Sale to End Users;
(e) to sell any Service(s); and
(f) to provide technical support to End Users; and
(g) to grant sub-licences of all rights set out above and to disclose Confidential Information to sub-licensees, provided that sub-licensees are: (i), with respect to Licensee, a Third Party (ii) bound by terms and conditions no less onerous than set forth in this Agreement (it being understood that no further amount shall be payable to Licensor as a licence or the Inventors in connection with any such sub-licence), provided that Licensee shall provide at least five (5) days prior written notice to Licensor registration of Licensee’s intent to enter into any such sub-licenseEST as a registered user of the EST Branding.
Appears in 1 contract