Common use of Ownership of Marks Clause in Contracts

Ownership of Marks. Quinsa hereby agrees that: a) The Marks and the appurtenant goodwill and Intellectual Property are the sole property of AmBev in the Territory and elsewhere. Quinsa acknowledges the validity and enforceability of the Marks and the sole and exclusive ownership of those Marks and other related Intellectual Property by AmBev. Quinsa agrees that it shall not, at any time during this License Agreement or thereafter, challenge said validity or enforceability of the Marks or other related Intellectual Property for any reason or AmBev's sole and exclusive ownership thereof. b) Any registration of the Marks shall be made in the name and at the expense of AmBev or its Affiliates as the sole owner of such Marks and shall remain the property of AmBev or its Affiliates. AmBev shall continue to be the owner of the Marks in the Territory; provided that, until such time, if any, as this Agreement is terminated pursuant to Section 9 hereof, AmBev will not take any action with respect to any of the Marks in the Territory that is inconsistent with, or materially and adversely affects, the rights of Quinsa under this License Agreement. c) Quinsa will not, by virtue of any activities hereunder, obtain any ownership interest in or title to the Marks or in any registrations thereof; and any uses it makes of such Marks shall inure only to the benefit of AmBev. If by operation of law, or otherwise, Quinsa shall obtain any ownership interest in or to any of the Marks, upon written request by AmBev or not, Quinsa shall promptly assign such ownership interest in the Marks to AmBev or its designee (or if AmBev so requests, grant a perpetual, royalty-free license to AmBev or its designee to use the Marks) without any charge. Each Party agrees to sign (at Ambev's expense) all agreements (and cancellation agreements) that the other may reasonably require relating to Licensed AmBev Beer in the Territory, provided that the terms of such agreement shall be consistent with the terms of this License Agreement. d) Quinsa shall have no right to take or require any action with respect to registering or otherwise obtaining, maintaining or enforcing rights in and to the Marks, including, without limitation, any action with respect to the registration of any ▇▇▇▇ or variation thereon as a trademark, service ▇▇▇▇, trade name, business name or internet domain name in any national, state or local registry established for the purpose of recording the same, but shall cooperate (at AmBev's expense) in any such actions as requested by AmBev or its designee. e) Except as permitted herein, Quinsa shall not, at any time during this License Agreement and thereafter, use or attempt to register (i) any ▇▇▇▇ confusingly similar to the Marks, or (ii) any label, package or product ornamentation confusingly similar to those used in connection with Licensed AmBev Beer, for any type of product. f) Quinsa shall not combine any ▇▇▇▇ with any other matter in any way (or use such ▇▇▇▇ in any other manner) that may adversely affect its function as an indication of origin. g) Quinsa shall have the right to use the Marks solely pursuant to this License Agreement.

Ownership of Marks. Quinsa hereby agrees that: (a) The Partner acknowledges that it has no ownership interest in the Licensed Marks and no right to use them, other than the appurtenant goodwill License Granted by this Agreement, and Intellectual Property are the sole property of AmBev in the Territory and elsewhere. Quinsa acknowledges the validity and enforceability of the Marks and that FIT60 shall remain the sole and exclusive ownership owner of those all right, title, and interest in and to the Licensed Marks and other all modifications, updates, improvements, derivative works, and enhancements related Intellectual Property thereto, whether made by AmBevFIT60 or by Partner and whether before, during, or after the Term. Quinsa agrees that it shall notPartner hereby irrevocably assigns, at transfers, releases, and conveys to FIT60, from the moment of its creation, all right, title, and interest in and to any time during this License Agreement modification, enhancement, update, improvement, or thereafter, challenge said validity derivative work related to or enforceability of based on the Marks or other related Intellectual Property for any reason or AmBev's sole and exclusive ownership thereof. b) Any registration of the Marks shall be made in the name and at the expense of AmBev or its Affiliates as the sole owner of such Licensed Marks and shall remain the all intellectual property of AmBev rights embodied in or its Affiliates. AmBev shall continue to be the owner of the Marks in the Territory; provided that, until such time, if any, as this Agreement is terminated pursuant to Section 9 hereof, AmBev will not take any action with respect pertaining to any of the foregoing. Partner agrees that Partner’s use of the Licensed Marks and any goodwill in the Territory that is inconsistent with, or materially and adversely affects, the rights of Quinsa under this License Agreement. c) Quinsa Licensed Marks resulting from Partner’s use will not, by virtue of any activities hereunder, obtain any ownership interest in or title to the Marks or in any registrations thereof; and any uses it makes of such Marks shall inure only solely to the benefit of AmBev. If by operation of lawFIT60 and will not create any right, title, or otherwiseinterest for Partner in the Licensed Marks. (b) Partner shall not do or cause to be done any act or thing contesting, Quinsa shall obtain opposing, or challenging, or in any ownership way impairing, or tending to impair, any of FIT60’s right, title, and/ or interest in or to any of the Marks, upon written request by AmBev or not, Quinsa shall promptly assign such ownership interest in the Licensed Marks to AmBev or its designee (or if AmBev so requestsany portion thereof) and/ or any other FIT60 marks, grant a perpetualproducts, royalty-free license goods, or services. In particular, Partner shall not register or attempt to AmBev register the Licensed Marks or its designee to use the Marks) without any charge. Each Party agrees to sign (at Ambev's expense) all agreements (and cancellation agreements) that the other may reasonably require relating to Licensed AmBev Beer in the TerritoryFIT60 trademark, provided that the terms of such agreement shall be consistent with the terms of this License Agreement. d) Quinsa shall have no right to take or require any action with respect to registering or otherwise obtaining, maintaining or enforcing rights in and to the Marks, including, without limitation, any action with respect to the registration of any ▇▇▇▇ or variation thereon as a trademarktrade name, service ▇▇▇▇, trade name, business name or internet domain name logo in any nationaljurisdiction, state and will not oppose FIT60’s registration or local registry established for use of the purpose of recording the sameLicensed Marks, but shall cooperate (at AmBev's expense) alone or with other words or designs, in any such actions as requested jurisdiction. Partner agrees that upon the Termination of this Agreement, Partner shall and hereby does assign, transfer, and convey to FIT60 any trade rights, equities, good will, titles, or other rights, title, or interest, in and to, the Name that may have inured to or been obtained by AmBev or its designeePartner. e(c) Except as permitted herein, Quinsa Partner shall not, at promptly notify FIT60 should Partner learn of use by any time during this License Agreement and thereafter, use or attempt to register (i) third party of any ▇▇▇▇ that is identical, derivative of, confusingly similar to, or likely to cause confusion with, any of the Licensed Marks. Partner shall take no action with respect thereto except with the prior written authorization of FIT60. FIT60 may take such action as it, in its sole and absolute discretion, deems advisable for the protection of its rights in the Licensed Marks. Partner shall cooperate fully to assist FIT60 with any legal or equitable action taken by FIT60 to protect FIT60’s rights in the Licensed Marks. Partner shall cooperate with FIT60 in the procurement and maintenance of FIT60’s rights in Licensed Marks or intellectual property rights related to the MarksLicensed Marks and Promotional Materials, and shall sign any and all papers that FIT60 may deem necessary or (ii) any labeldesirable for vesting FIT60 with all rights granted hereunder to FIT60 throughout the world. In the event that Partner is unable or unwilling to obtain such a signature, package or product ornamentation confusingly similar to those used in connection with Licensed AmBev Beer, for any type of product. f) Quinsa shall not combine any ▇▇▇▇ with any other matter in any way (or use such ▇▇▇▇ in any other manner) that may adversely affect Partner hereby irrevocably designates and appoints FIT60 and its function as an indication of origin. g) Quinsa shall have the right to use the Marks solely pursuant to this License Agreement.duly

Ownership of Marks. Quinsa hereby agrees that: (a) The Partner acknowledges that it has no ownership interest in the Licensed Marks and no right to use them, other than the appurtenant goodwill License Granted by this Agreement, and Intellectual Property are the sole property of AmBev in the Territory and elsewhere. Quinsa acknowledges the validity and enforceability of the Marks and that FIT60 shall remain the sole and exclusive ownership owner of those all right, title, and interest in and to the Licensed Marks and other all modifications, updates, improvements, derivative works, and enhancements related Intellectual Property thereto, whether made by AmBevFIT60 or by Partner and whether before, during, or after the Term. Quinsa agrees that it shall notPartner hereby irrevocably assigns, at transfers, releases, and conveys to FIT60, from the moment of its creation, all right, title, and interest in and to any time during this License Agreement modification, enhancement, update, improvement, or thereafter, challenge said validity derivative work related to or enforceability of based on the Marks or other related Intellectual Property for any reason or AmBev's sole and exclusive ownership thereof. b) Any registration of the Marks shall be made in the name and at the expense of AmBev or its Affiliates as the sole owner of such Licensed Marks and shall remain the all intellectual property of AmBev rights embodied in or its Affiliates. AmBev shall continue to be the owner of the Marks in the Territory; provided that, until such time, if any, as this Agreement is terminated pursuant to Section 9 hereof, AmBev will not take any action with respect pertaining to any of the foregoing. Partner agrees that Partner’s use of the Licensed Marks and any goodwill in the Territory that is inconsistent with, or materially and adversely affects, the rights of Quinsa under this License Agreement. c) Quinsa Licensed Marks resulting from Partner’s use will not, by virtue of any activities hereunder, obtain any ownership interest in or title to the Marks or in any registrations thereof; and any uses it makes of such Marks shall inure only solely to the benefit of AmBev. If by operation of lawFIT60 and will not create any right, title, or otherwiseinterest for Partner in the Licensed Marks. (b) Partner shall not do or cause to be done any act or thing contesting, Quinsa shall obtain opposing, or challenging, or in any ownership way impairing, or tending to impair, any of FIT60’s right, title, and/or interest in or to any of the Marks, upon written request by AmBev or not, Quinsa shall promptly assign such ownership interest in the Licensed Marks to AmBev or its designee (or if AmBev so requestsany portion thereof) and/or any other FIT60 marks, grant a perpetualproducts, royalty-free license goods, or services. In particular, Partner shall not register or attempt to AmBev register the Licensed Marks or its designee to use the Marks) without any charge. Each Party agrees to sign (at Ambev's expense) all agreements (and cancellation agreements) that the other may reasonably require relating to Licensed AmBev Beer in the TerritoryFIT60 trademark, provided that the terms of such agreement shall be consistent with the terms of this License Agreement. d) Quinsa shall have no right to take or require any action with respect to registering or otherwise obtaining, maintaining or enforcing rights in and to the Marks, including, without limitation, any action with respect to the registration of any ▇▇▇▇ or variation thereon as a trademarktrade name, service ▇▇▇▇, trade name, business name or internet domain name logo in any nationaljurisdiction, state and will not oppose FIT60’s registration or local registry established for use of the purpose of recording the sameLicensed Marks, but shall cooperate (at AmBev's expense) alone or with other words or designs, in any such actions as requested jurisdiction. Partner agrees that upon the Termination of this Agreement, Partner shall and hereby does assign, transfer, and convey to FIT60 any trade rights, equities, good will, titles, or other rights, title, or interest, in and to, the Name that may have inured to or been obtained by AmBev or its designeePartner. e(c) Except as permitted herein, Quinsa Partner shall not, at promptly notify FIT60 should Partner learn of use by any time during this License Agreement and thereafter, use or attempt to register (i) third party of any ▇▇▇▇ that is identical, derivative of, confusingly similar to, or likely to cause confusion with, any of the Licensed Marks. Partner shall take no action with respect thereto except with the prior written authorization of FIT60. FIT60 may take such action as it, in its sole and absolute discretion, deems advisable for the protection of its rights in the Licensed Marks. Partner shall cooperate fully to assist FIT60 with any legal or equitable action taken by FIT60 to protect FIT60’s rights in the Licensed Marks. Partner shall cooperate with FIT60 in the procurement and maintenance of FIT60’s rights in Licensed Marks or intellectual property rights related to the MarksLicensed Marks and Promotional Materials, and shall sign any and all papers that FIT60 may deem necessary or desirable for vesting FIT60 with all rights granted hereunder to FIT60 throughout the world. In the event that Partner is unable or unwilling to obtain such a signature, Partner hereby irrevocably designates and appoints FIT60 and its duly authorized officers and agents as Partner’s agents and attorneys-in-fact to execute and file any application and to do all other lawfully permitted acts to further the prosecution and issuance of Trademarks or other intellectual property rights with the same legal force and effect as if executed by Partner or any of its employees. Partner also waives and agrees never to assert any moral rights or artist’s rights against FIT60 with respect to any of the intellectual property rights described above. For the purposes of this Agreement, “moral rights” or “artist’s rights” means any right to: (i) divulge the Licensed Marks to the public; (ii) retract the Licensed Marks from the public; (iii) claim authorship of the Licensed Marks; (iv) object to any labeldistortion, package mutilation, or product ornamentation confusingly other modification of the Licensed Marks; or (v) any and all similar rights that affect ownership, control, or modification of the Licensed Marks, existing under judicial or statutory law of any country or jurisdiction in the world, or under any treaty regardless of whether or not such right is called or generally referred to those used in connection with Licensed AmBev Beer, for any type of productas a moral or artist’s right. f) Quinsa shall not combine any ▇▇▇▇ with any other matter in any way (or use such ▇▇▇▇ in any other manner) that may adversely affect its function as an indication of origin. g) Quinsa shall have the right to use the Marks solely pursuant to this License Agreement.

Ownership of Marks. Quinsa hereby agrees that: a(i) The Marks and the appurtenant goodwill and Intellectual Property are the sole property of AmBev in the Territory and elsewhere. Quinsa Licensee acknowledges the validity and enforceability of the Marks and the sole and exclusive ownership of those Marks and other related Intellectual Property by AmBev. Quinsa agrees that it shall not, at any time during this License Agreement or thereafter, challenge said validity or enforceability of the Marks or other related Intellectual Property for any reason or AmBev's sole and exclusive ownership thereof. b) Any registration of the Marks shall be made in the name and at the expense of AmBev or its Affiliates as the sole owner of such Marks and shall remain the property of AmBev or its Affiliates. AmBev shall continue to be the owner of the Marks in the Territory; provided thatLicensor, until agrees that it will do nothing inconsistent with such time, if any, as this Agreement is terminated pursuant to Section 9 hereof, AmBev will not take any action with respect to any ownership and that all use of the Marks in by the Territory that is inconsistent with, or materially and adversely affects, the rights of Quinsa under this License Agreement. c) Quinsa will not, by virtue of any activities hereunder, obtain any ownership interest in or title to the Marks or in any registrations thereof; and any uses it makes of such Marks Licensee shall inure only to the benefit of AmBev. If by operation of law, or otherwise, Quinsa shall obtain any ownership interest in or to any and be on behalf of the MarksLicensor, upon written request by AmBev and agrees to assist the Licensor in recording this License with appropriate government authorities. The Licensee agrees that nothing in this License shall give the Licensee any right, title or not, Quinsa shall promptly assign such ownership interest in the Marks to AmBev or its designee (or if AmBev so requests, grant a perpetual, royalty-free license to AmBev or its designee to use the Marks) without any charge. Each Party agrees to sign (at Ambev's expense) all agreements (and cancellation agreements) that the other may reasonably require relating to Licensed AmBev Beer in the Territory, provided that the terms of such agreement shall be consistent with the terms of this License Agreement. d) Quinsa shall have no right to take or require any action with respect to registering or otherwise obtaining, maintaining or enforcing rights in and to the Marks, including, without limitation, any action with respect to the registration of any ▇▇▇▇ or variation thereon as a trademark, service ▇▇▇▇, trade name, business name or internet domain name in any national, state or local registry established for the purpose of recording the same, but shall cooperate (at AmBev's expense) in any such actions as requested by AmBev or its designee. e) Except as permitted herein, Quinsa shall not, at any time during this License Agreement and thereafter, use or attempt to register (i) any ▇▇▇▇ confusingly similar to the Marks, or (ii) any label, package or product ornamentation confusingly similar to those used in connection with Licensed AmBev Beer, for any type of product. f) Quinsa shall not combine any ▇▇▇▇ with any other matter in any way (or use such ▇▇▇▇ in any other manner) that may adversely affect its function as an indication of origin. g) Quinsa shall have than the right to use the Marks solely pursuant to in accordance with this License and the Licensee agrees that it will not attack the title of the Licensor to the Marks or attack the validity of this License. (ii) The Licensee will comply with all laws, rules, regulations and requirements of any governmental body which may be applicable to the delivery, sale or promotion of the Licensed Programs. (iii) The Licensee acknowledges that only the Licensor may file and prosecute a trademark application or applications to register the Marks. Licensee agrees to cooperate with the Licensor when requested for purposes of filing applications to register the Marks. (iv) The Licensee agrees and undertakes to use the Marks strictly in compliance with and observance of any and all trademark laws and to use markings in connection therewith solely as may reasonably be required by the Licensor. The Licensor shall be solely responsible for bearing all expenses reasonably incurred in preparing and recording any and all such documents. (v) The Licensee agrees not (1) to challenge the validity or ownership of the Marks or any application for registration thereof, or any trademark registrations thereof in any jurisdiction, or (2) to contest the fact that the Licensee's rights under this Agreement terminate upon termination of this Agreement. The provisions of this subsection shall survive any termination or expiration of this Agreement. (vi) The Licensee shall not at any time use, promote, advertise, display or otherwise commercialize the Marks or any material utilizing or reproducing the Marks in a manner that will adversely affect the Marks or any rights or ownership of the Licensor therein.

Ownership of Marks. Quinsa hereby agrees that: (a) The Marks and the appurtenant goodwill and Intellectual Property are the sole property of AmBev Affiliate acknowledges that it has no interest in the Territory Licensed Marks other than the license granted under this Agreement and elsewhere. Quinsa acknowledges the validity and enforceability of the Marks and that CrossFit shall remain the sole and exclusive ownership owner of those all right, title and interest in and to the Licensed Marks and other all modifications, updates, improvements, derivative works and enhancements related Intellectual Property thereto, whether made by AmBevAffiliate and whether during or after the Term. Quinsa Affiliate hereby irrevocably assigns, transfers, releases and conveys to CrossFit, from the moment of its creation, all right, title and interest in and to any modification, enhancement, update, Document Integrity Verified EchoSign Transaction Number: ZBMJK36M3H3V46 improvement or derivative work related to or based on the Licensed Marks and all intellectual property rights embodied in or pertaining to any of the foregoing. Affiliate agrees that it shall not, at any time during this License Agreement or thereafter, challenge said validity or enforceability Affiliate’s use of the Licensed Marks and any goodwill in the Licensed Marks resulting from Affiliate’s use will inure solely to the benefit of CrossFit and will not create any right, title or interest for Affiliate in the Licensed Marks. (b) Affiliate shall not do or cause to be done any act or thing contesting, opposing or challenging or in any way impairing or tending to impair any of CrossFit’s right, title, and/or interest in or to the Licensed Marks (or any portion thereof) and/or any other CrossFit marks, products, goods or services. In particular, Affiliate shall not register or attempt to register the Licensed Marks or any CrossFit trademark, trade name, service mark or logo in any jurisdiction and will not oppose CrossFit’s registration or use of the Licensed Marks, alone or with other related Intellectual Property for words or designs, in any reason jurisdiction. Affiliate agrees that upon the termination of this Agreement, Affiliate shall and hereby does assign, transfer, and convey to CrossFit any trade rights, equities, good will, titles, or AmBev's other rights, title or interest in and to the Name that may have inured to or been obtained by Affiliate. (c) Affiliate shall promptly notify CrossFit should Affiliate learn of use by a third party of any mark that is identical, derivative of or confusingly similar to any of the Licensed Marks. Affiliate shall take no action with respect thereto except with the prior written authorization of CrossFit. CrossFit may take such action as it in its sole and exclusive ownership thereof. b) Any registration absolute discretion deems advisable for the protection of the Marks shall be made its rights in the name Licensed Marks. Affiliate shall cooperate fully to assist CrossFit with any legal or equitable action taken by CrossFit to protect CrossFit’s rights in the Licensed Marks. Affiliate shall cooperate with CrossFit in the procurement and at maintenance of CrossFit’s rights in Licensed Marks or intellectual property rights related to the expense of AmBev or its Affiliates as the sole owner of such Licensed Marks and Promotional Materials, and shall remain sign all papers that CrossFit may deem necessary or desirable for vesting CrossFit with all rights granted hereunder to CrossFit throughout the world. In the event that Affiliate is unable or unwilling to obtain such a signature, Affiliate hereby irrevocably designates and appoints CrossFit and its duly authorized officers and agents as Affiliate’s agents and attorneys-in-fact to execute and file any application and to do all other lawfully permitted acts to further the prosecution and issuance of trademarks or other intellectual property rights with the same legal force and effect as if executed by Affiliate or any of AmBev its employees. ▇▇▇▇▇▇▇▇▇ also waives and agrees never to assert any moral rights or its Affiliates. AmBev shall continue to be the owner of the Marks in the Territory; provided that, until such time, if any, as this Agreement is terminated pursuant to Section 9 hereof, AmBev will not take any action artist’s rights against CrossFit with respect to any of the Marks in intellectual property rights described above. For the Territory that is inconsistent with, or materially and adversely affects, the rights of Quinsa under this License Agreement. c) Quinsa will not, by virtue of any activities hereunder, obtain any ownership interest in or title to the Marks or in any registrations thereof; and any uses it makes of such Marks shall inure only to the benefit of AmBev. If by operation of law, or otherwise, Quinsa shall obtain any ownership interest in or to any of the Marks, upon written request by AmBev or not, Quinsa shall promptly assign such ownership interest in the Marks to AmBev or its designee (or if AmBev so requests, grant a perpetual, royalty-free license to AmBev or its designee to use the Marks) without any charge. Each Party agrees to sign (at Ambev's expense) all agreements (and cancellation agreements) that the other may reasonably require relating to Licensed AmBev Beer in the Territory, provided that the terms of such agreement shall be consistent with the terms purposes of this License Agreement. d) Quinsa shall have no , “moral rights” or “artist’s rights” means any right to take or require any action with respect to registering or otherwise obtaining, maintaining or enforcing rights in and to the Marks, including, without limitation, any action with respect to the registration of any ▇▇▇▇ or variation thereon as a trademark, service ▇▇▇▇, trade name, business name or internet domain name in any national, state or local registry established for the purpose of recording the same, but shall cooperate (at AmBev's expense) in any such actions as requested by AmBev or its designee. e) Except as permitted herein, Quinsa shall not, at any time during this License Agreement and thereafter, use or attempt to register (i) any ▇▇▇▇ confusingly similar divulge the Licensed Marks to the Marks, or public; (ii) any label, package or product ornamentation confusingly similar to those used in connection with retract the Licensed AmBev Beer, for any type Marks from the public; (iii) claim authorship of product. f) Quinsa shall not combine any ▇▇▇▇ with any other matter in any way (or use such ▇▇▇▇ in any other manner) that may adversely affect its function as an indication of origin. g) Quinsa shall have the right to use the Marks solely pursuant to this License Agreement.Licensed Marks;