Ownership and Goodwill Clause Samples

Ownership and Goodwill. EA acknowledges Microsoft’s ownership of all Licensed Trademarks, and all goodwill associated with the Licensed Trademarks. Use of the Licensed Trademarks shall not create any right, title or interest therein in EA’s favor. EA’s use of the Licensed Trademarks shall inure solely to the benefit of Microsoft.

Ownership and Goodwill. (a) Licensee acknowledges that, as between Licensor and Licensee, Licensor (or its licensor) is the sole and exclusive owner of rights in the FAIRPOINT M▇▇▇, and Licensee undertakes not to challenge the validity of the FAIRPOINT M▇▇▇, or any confusingly similar trademarks, service marks, trade names or domain names, or Licensor’s registration and ownership of the FAIRPOINT M▇▇▇, or any confusingly similar trademarks, service marks, trade names or domain names, and agrees that Licensee will do nothing inconsistent with such ownership. (b) Licensee further acknowledges and agrees that all use of the FAIRPOINT M▇▇▇ by Licensee and all goodwill developed therefrom shall inure to the benefit of and be on behalf of Licensor (or its licensor). Licensee agrees that nothing in this Trademark License Agreement shall give Licensee any right, title or interest in or to the FAIRPOINT M▇▇▇ other than the limited right to use the FAIRPOINT M▇▇▇ in the manner expressly permitted by this Trademark License Agreement (c) Licensee agrees that Licensee will not utilize the FAIRPOINT M▇▇▇ or any similar trademarks, service marks, trade names or domain names, except as expressly permitted hereunder. Licensee agrees that it will not hereafter seek registration of the FAIRPOINT M▇▇▇, the Co-Branded Logo or any confusingly similar trademarks, service marks, trade names or domain names in Licensee’s name. Licensor agrees that it will not hereafter seek registration of the Co-Branded Logo or any confusingly similar trademarks, service marks, trade names or domain names in Licensor’s name. Licensee agrees to cooperate reasonably with Licensor, at Licensor’s expense, in the procurement of any registration of the FAIRPOINT M▇▇▇ which Licensor may choose to undertake at Licensor’s sole discretion, including, but not limited to supplying evidence of use of the FAIRPOINT M▇▇▇ to Licensor.

Ownership and Goodwill. Supplier acknowledges that, as between Verizon and Supplier, Verizon’s affiliate Verizon Trademark Services LLC (“VTS”) is the sole and exclusive owner of rights in the Verizon Marks, and Supplier undertakes not to challenge the validity of the Verizon Marks or VTS’s registration and ownership of the Verizon Marks, and agrees that it will do nothing inconsistent with such ownership. Supplier further acknowledges and agrees that all use of the Verizon Marks by Supplier and all goodwill generated by and developed therefrom shall inure to the benefit of and be on behalf of VTS. Supplier agrees that nothing in this Agreement shall give Supplier any right, title or interest in or to the Verizon Marks other than the right to use the Verizon Marks in connection with the Licensed Use in the manner contemplated by this Agreement and only for so long as this Agreement is in force. 23. PUBLICITY AND DISCLOSURE Each party agrees not to provide copies of this Agreement, or otherwise disclose the terms of this Agreement, to any third party without the prior written consent of the other party, except as required by law. Except as required by law, each party further agrees to submit to the contacts below, for written approval, all advertising, sales promotion, press releases and other publicity matters relating to the product furnished and/or the Service performed pursuant to this Agreement, when a name or ▇▇▇▇ or the name or ▇▇▇▇ of the other party or any of its partners or Affiliates is mentioned or language from which the connection of 39 Application Service Provider Agreement - Synchronoss and Verizon Proprietary and Confidential ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS

Ownership and Goodwill. Licensee acknowledges that, as between Licensor and Licensee, Licensor's affiliate is the sole and exclusive owner of rights in the Licensed Marks and the Licensed Domain Names, undertakes not to challenge the validity of the Licensed Marks or the Licensed Domain Names, or Licensor's registration and ownership of the Licensed Marks and the Licensed Domain Names, and agrees that it will do nothing inconsistent with such ownership, except as expressly authorized pursuant to Sections 5 and 6 below. Licensee further acknowledges and agrees that all use of the Licensed Marks and the Licensed Domain Names by Licensee and all goodwill developed therefrom shall inure to the benefit of and be on behalf of Licensor's affiliate who is the owner of the Licensed Marks and the Licensed Domain Names. Licensee agrees that nothing in this Agreement shall give Licensee any right, title or interest in or to the Licensed Marks and the Licensed Domain names other than the right to use the Licensed Marks and the Licensed Domain Names in the manner contemplated by this Agreement, and only for so long as this Agreement is in force.

Ownership and Goodwill. Licensee agrees that NW LLC exclusively owns the Trademarks and any associated goodwill and that all use of the Trademarks by Licensee shall inure to the benefit of NW LLC. Licensee agrees that nothing in this Agreement shall give Licensee any rights, title, or interest in and to the Trademarks other than the right to use the Trademarks in accordance with this Agreement. Licensee will not at any time do, or knowingly permit to be done, any acts or things which would in any way challenge or impair the rights of NW LLC in and to the Trademarks or which would or could affect the validity of the Trademarks. Licensee agrees to execute all documents, and provide all information and materials, reasonably required by NW LLC to obtain, maintain, and renew registrations of the Trademarks and to record this Agreement (or a separate registered user agreement) with appropriate government authorities. Licensee agrees that it will promptly advise NW LLC in writing as to any possible illegal use or infringement of the Trademarks.

Ownership and Goodwill. Each of Buyer and its Affiliates acknowledges that it acquires no right, title or interest in the Product Domain Names other than the rights expressly set forth in this Agreement. Merck shall own and retain all right, title and interest in and to the Product Domain Names. Each of Buyer and its Affiliates agrees not to directly or indirectly contest or aid in contesting the ownership of the Product Domain Names, or to take any action whatsoever in derogation of Merck’s claimed rights therein. Buyer shall not, and shall cause its Affiliates and sublicensees not to (a) use or to register any domain name or any social media identifier that consists of or incorporates, in whole or in part, (i) any of the Merck Marks or, subject to Section 3.10.2, Licensed Trademarks or (ii) any term that is confusingly similar to, a colorable imitation of, or deceptive with respect to, or that dilutes any of the Merck Marks or Licensed Trademarks or (b) knowingly do any act that is likely to materially impair Merck’s proprietary rights in or to the Product Domain Names. Buyer shall submit to Merck for review and prior approval, any proposed use of any Product Domain Names, to the extent materially different from any previously approved use; provided that the foregoing review and prior approval by Merck shall be deemed completed and approved, if Merck fails to respond to any such request for approval within ten (10) Business Days of Merck’s receipt of such written request.

Ownership and Goodwill. All uses of any Title or Product, and any derivative thereof shall inure to the benefit of Publisher/Manufacturer and its licensors. All ownership, copyrights trademarks and other rights in and to each Title and Product and any derivative thereof, and related materials, including, without limitation, related copy, source code, object code, literary text, advertising materials, promotional materials and instruction materials, of any sort utilizing a Title or Product and any derivative thereof, shall vest with Publisher/Manufacturer or its licensors. U&I or Publisher/Manufacturer shall not at any time acquire or claim any right, title or interest in the other’s trademarks or service marks other than those rights expressly granted. All right or interest in either party’s trademarks and service marks which come into existence as a result, or during the term of, the exercise by U&I or Publisher/Manufacturer of any right granted to it hereunder shall immediately vest in the applicable party.

Ownership and Goodwill. Each Licensee acknowledges and agrees that: (1) The Licensor is either the sole and exclusive owner of rights in the Licensor's Licensed Marks, or otherwise has the right and license to use the Licensed Marks. The Licensee undertakes not to challenge the validity of the Licensor's Licensed Marks, or the registration and ownership of the Licensed Marks (by Licensor or its Affiliate(s)), and agrees that it will not do anything that is inconsistent with such ownership. (2) All use of the Licensor's Licensed Marks by Licensee and all goodwill developed therefrom will inure to the benefit of and be on behalf of the Licensor. (3) Nothing in this Agreement shall give Licensee any right, title or interest in or to the Licensor's Licensed Marks other than the right to use the Licensor's Licensed Marks in the manner contemplated by this Agreement, and only for so long as this Agreement is in force. (4) It will not utilize the Licensor's Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names, except in connection with the promotion and marketing of the Co-Branded Yellow Pages Service(and the Co-Branded White Pages Service, in the event the parties agree to make a Co-Branded White Pages Service available pursuant to Section 5(a) of this Agreement), and then only during the term of this Agreement and as permitted hereunder. (5) It will not hereafter seek registration of the Licensor's Licensed Marks or any similar trademarks, service marks, trade names or domain names in its own name or in the name of its Affiliate(s). (6) It will cooperate reasonably with Licensor, at Licensor's expense, in the procurement of any registration of the Licensor's Licensed Marks which Licensor may choose to undertake at Licensor's sole discretion, including, but not limited to supplying evidence of use of the Licensor's Licensed Marks to Licensor.

Ownership and Goodwill. Horizon acknowledges that it acquires no right, title or interest in the Licensed Domain Names other than the rights expressly set forth in this Agreement. Horizon shall not at any time do or suffer to be done any act that would materially impair AstraZeneca’s proprietary rights in or to the Licensed Domain Names, and Horizon agrees not to directly or indirectly contest or aid in contesting the ownership of the Licensed Domain Names, or to take any action whatsoever in derogation of AstraZeneca’s claimed rights therein. Horizon agrees and acknowledges that any and all rights and goodwill arising from use of the Licensed Domain Names by Horizon or its Affiliates or permitted sublicensees shall inure exclusively to the benefit of AstraZeneca.