Licensee’s Use of System and Licensor Intellectual Property Sample Clauses

This clause defines the rights and limitations of the licensee regarding the use of the licensor's system and associated intellectual property. It typically outlines what the licensee is permitted to do with the system, such as accessing, operating, or integrating it within their business, while also specifying any restrictions, like prohibiting reverse engineering or unauthorized distribution. By clearly delineating acceptable and prohibited uses, the clause protects the licensor’s intellectual property and ensures the licensee understands the boundaries of their usage rights.
Licensee’s Use of System and Licensor Intellectual Property. A. With respect to Licensee’s use of the System and Licensor Intellectual Property under this Agreement: (1) Licensee will use the System and Licensor Intellectual Property only as and in the form and manner expressly authorized by Licensor. Unauthorized use of Licensor Intellectual Property by Licensee will constitute an infringement of Licensor’s rights as well as a material default of this Agreement; (2) Licensee will use the Licensed Marks only in substantially the same places, combination, arrangement, and manner as provided in the Brand Standards or approved by Licensor. Licensee will use the symbol “®,” “TM,” “SM” or such symbols or words as Licensor may designate to use with or otherwise protect the Licensed Marks; (3) (i) Licensee will identify itself as a licensee of Licensor and the owner and/or operator of the Licensed Business and each Project as allowed or required by Licensor under the Brand Standards.
View SourceView Similar (4)
Licensee’s Use of System and Licensor Intellectual Property. (a) With respect to Licensee’s use of the System and Licensor Intellectual Property under this Agreement: (i) Licensee, its Permitted Affiliates and Permitted Sublicensees will use the System, the Branded Elements and Licensor Intellectual Property only as and in the form and manner expressly authorized by Licensor in this Agreement or as otherwise expressly authorized by Licensor in writing. Unauthorized use of Licensor Intellectual Property by Licensee, its Permitted Affiliates and Permitted Sublicensees will constitute an infringement of Licensor’s rights as well as a material default under this Agreement. Licensor shall provide written notice of any such alleged unauthorized use and infringement to Licensee, which will include a detailed explanation of such unauthorized use of Licensor Intellectual Property including specifically which Project or Projects were involved in such unauthorized use. Licensee, its Permitted Affiliate or Permitted Sublicenses shall have thirty (30) days following Licensee’s receipt of Licensor’s written notice to take corrective actions to cease or correct such unauthorized use and if such corrective action is not completed within such thirty (30) day period but Licensee, its Permitted Affiliates or Permitted Sublicensees are diligently pursuing such corrective actions, Licensor shall grant an additional sixty (60) day cure period to Licensee. If such corrective action is not completed by the end of such additional sixty (60) day period, the failure to do so shall be deemed a default and Licensor may issue a notice of default (A) under Section 17.1(a)(viii) of this Agreement with respect to any affected Projects and exercise all remedies thereunder; provided, however, with respect to immaterial unauthorized uses, Licensor’s remedies shall be limited to those set forth in Section 17.1(b)(i) of this Agreement, or (B) under Section 17.4 of this Agreement with respect to System-wide unauthorized uses and exercise all remedies thereunder. (ii) Licensee, its Permitted Affiliates and Permitted Sublicensees will use the Licensed Hyatt Marks only in the same places, combination, arrangement, and manner as used as of the Effective Date by the Acquired Companies or provided in the Brand Standards as permitted by this Agreement or approved by Licensor in writing. (iii) Prior to Licensee’s use of the Licensed Hyatt Marks, Licensor shall approve, in writing, such use by Licensee in order to confirm compliance with the requirements of the B...
View Source

Related to Licensee’s Use of System and Licensor Intellectual Property

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

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

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

  • Contractor Intellectual Property Contractor shall retain all right, title and interest in and to any work, ideas, inventions, discoveries, tools, methodology, computer programs, processes and improvements and any other intellectual property, tangible or intangible, that has been created by Contractor prior to entering into this Contract (“Contractor Intellectual Property”). Should the State require a license for the use of Contractor Intellectual Property in connection with the development or use of the items that Contractor is required to deliver to the State under this Contract, including Work Product (“Deliverables”), the Contractor shall grant the State a royalty-free license for such development and use. For the avoidance of doubt, Work Product shall not be deemed to include Contractor Intellectual Property, provided the State shall be granted an irrevocable, perpetual, non-exclusive royalty-free license to use any such Contractor Intellectual Property that is incorporated into Work Product.

  • Use of Intellectual Property The Adviser grants to the Sub-Adviser a sublicense to use the trademarks, service marks, logos, names, or any other proprietary designations of the Adviser (“AdvisorShares Marks”) on a non-exclusive basis. The Sub-Adviser will acquire no rights in the AdvisorShares Marks, and all goodwill of the AdvisorShares Marks shall inure to and remain with the Adviser. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates or use AdvisorShares Marks in offering, marketing or other promotional materials without the prior express written consent of the Adviser, which approval will not be unreasonably withheld or delayed, except as required by rule, regulation or upon the request of a governmental authority. Notwithstanding the forgoing, the Sub-Adviser and its affiliates may, without obtaining the Adviser’s prior approval, refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates and use AdvisorShares Marks in offering, marketing or other promotional materials provided that such materials were previously approved by the Adviser and remain in substantially the same form.