Common use of Ownership of the Marks Clause in Contracts

Ownership of the Marks. (a) LICENSEE hereby acknowledges that LICENSOR is the owner of the Marks and that LICENSEE's right to use the Marks is limited and derived solely from this Agreement. LICENSEE acknowledges that it shall not acquire any rights of ownership whatsoever in the Marks as a result of LICENSEE's use thereof, and that all goodwill arising from ownership of the Marks (as distinguished from any enhancement of value to LICENSEE's business arising from the license granted hereunder) shall inure exclusively to the benefit of LICENSOR. LICENSEE shall include on all packages, cartons and containers in which the Products are marketed and on all labels and advertising and promotional material, the name and address of LICENSEE as manufacturer of the Products and the phrase "S&W is a registered trademark used under license," or equivalent approved in writing by LICENSOR. (b) LICENSEE agrees to execute and deliver to LICENSOR, upon LICENSOR's request, all documents which are necessary or desirable to secure or preserve LICENSOR's rights in or registrations of the Marks or to record this Agreement, as appropriate, or to cancel such registrations or recordations, as appropriate. LICENSEE further agrees to assist LICENSOR in registering, maintaining and reporting the Marks and use thereof as requested by LICENSOR. LICENSEE will pay its own costs and expenses in this regard. All registration, recordal and maintenance costs of the Marks shall be at the sole cost and expense of LICENSOR. (c) Each of LICENSEE and LICENSOR hereby represents and warrants to each other that (i) it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly authorized by all necessary action on its part; and (iii) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of any agreement to which it is a party. LICENSOR further represents and warrants to LICENSEE that (i) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of any agreement to which any of the Marks is subject and (ii) all necessary consents have been obtained by persons who claim a security interest in the Marks, or any of them.

Ownership of the Marks. (a) a. LICENSEE hereby acknowledges agrees that LICENSOR is the owner of the Marks and that LICENSEE's it has no right to use the Marks is limited and derived solely from this Agreement. LICENSEE acknowledges that it shall not acquire any rights of ownership whatsoever in the Marks as a result of LICENSEE's use in the Territory and, in furtherance thereof, hereby transfers and conveys all rights, title and interest, if any, in the Marks to HUGO BOSS AG, and will not at any time represent or authorize a Designated Manufacturer(s) to represent that such manufacturer has any title or right of ownership in the Marks. b. LICENSEE agrees that nothing contained in this Agreement shall give to LICENSEE or the Designated Manufacturer(s) any right, title or interest in the Marks except the limited license granted to LICENSEE herein, that such Licensed Rights are the sole and exclusive property of LICENSOR and that all goodwill arising from ownership such uses by LICENSEE or the Designated Manufacturer(s) of the Marks (as distinguished from any enhancement of value to LICENSEE's business arising from the license granted hereunder) Licensed Rights shall inure exclusively only to the benefit of LICENSOR. LICENSEE shall include on all packages, cartons and containers in which the Products are marketed and on all labels and advertising and promotional material, the name and address of LICENSEE as manufacturer of the Products and the phrase "S&W is a registered trademark used under license," or equivalent approved in writing by LICENSOR. (b) c. LICENSEE agrees to execute and deliver to LICENSOR, upon LICENSOR's request, all documents which are necessary that it will not seek or desirable to secure or preserve LICENSOR's rights in or registrations obtain any registration of the Marks in any name or participate directly or indirectly in such registration without LICENSOR'S prior written permission. Subject solely to record this Agreementthe rights and interest granted herein, as appropriate, or to cancel such registrations or recordations, as appropriate. LICENSEE further agrees to assist LICENSOR in registering, maintaining and reporting the Marks and use thereof as requested by LICENSOR. LICENSEE will pay its own costs and expenses in this regard. All registration, recordal and maintenance costs of the Marks shall be at the sole cost and expense of LICENSOR. (c) Each of LICENSEE and LICENSOR hereby represents and warrants to each other acknowledges that (i) if it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly authorized by all necessary action on its part; and (iii) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of obtained or obtains in the future, in the Territory, any agreement to which it is a party. LICENSOR further represents and warrants to LICENSEE that (i) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of any agreement to which any of the Marks is subject and (ii) all necessary consents have been obtained by persons who claim a security right, title or interest in the Marks, or in any marks which are confusingly similar to the Licensed Rights, or in any other trademark or service ▇▇▇▇ owned by LICENSOR, that LICENSEE has acted or will act as an agent and for the benefit of themLICENSOR for the limited purpose of obtaining such registrations in the name and on behalf of LICENSOR. LICENSEE further agrees to execute any and all instruments deemed by LICENSOR and/or its attorneys or representatives to be necessary to transfer such right, title or interest to LICENSOR. d. LICENSEE agrees not to take any action which may in any way impair LICENSOR's rights in and to the Marks, including, without limitation, challenging or opposing, or raising or allowing to be raised, either during the term of this Agreement or after its termination, on any grounds whatsoever, any questions concerning, or objections to, the validity of the Marks or LICENSOR'S rights therein, or any other trademarks or service marks owned by LICENSOR containing the word BOSS in any manner. e. LICENSEE agrees to reasonably assist LICENSOR in obtaining and/or maintaining registration for the Licensed Rights including, without limitation, by providing information regarding the Marks and samples of the Licensed Products. f. LICENSEE acknowledges that materials related to this Agreement and uniquely and specifically associated with the Marks and/or the Licensed Products (collectively "Works"), whether developed solely by LICENSEE or jointly with others may qualify for copyright protection under applicable local laws. LICENSEE agrees that such Works are to be deemed as Works "made for hire" for the benefit of LICENSOR and that if such Works, by operation of law or otherwise, are not Works "made for Hire," LICENSEE agrees (i) to assign, and does hereby assign, to LICENSOR or its designee any and all of LICENSEE'S right, title and interest in the copyright in such Works throughout the world, and (ii) not to seek or obtain registration of such copyright in its own name. g. LICENSEE will and does hereby irrevocably appoint LICENSOR as its respective attorney-in-fact for the limited purpose of executing any and all documents and performing any and all other acts necessary to give effect and legality to the provisions of this Section 10 of this Agreement. LICENSOR agrees to provide LICENSEE with copies of all such documents it executes under this Section 10.g.

Ownership of the Marks. (a) a. LICENSEE hereby acknowledges agrees that LICENSOR is the owner of the Marks and that LICENSEE's it has no right to use the Marks is limited and derived solely from this Agreement. LICENSEE acknowledges that it shall not acquire any rights of ownership whatsoever in the Marks as a result of LICENSEE's use in the Territory and, in furtherance thereof, hereby transfers and conveys all rights, title and interest, if any, in the Marks to *, and will not at any time represent or authorize a Designated Manufacturer(s) to represent that such manufacturer has any title or right of ownership in the Marks. b. LICENSEE agrees that nothing contained in this Agreement shall give to LICENSEE or the Designated Manufacturer(s) any right, title or interest in the Marks except the limited license granted to LICENSEE herein, that such Licensed Rights are the sole and exclusive property of LICENSOR and that all goodwill arising from ownership such uses by LICENSEE or the Designated Manufacturer(s) of the Marks (as distinguished from any enhancement of value to LICENSEE's business arising from the license granted hereunder) Licensed Rights shall inure exclusively only to the benefit of LICENSOR. LICENSEE shall include on all packages, cartons * Text omitted pursuant to a request for confidential treatment and containers in which filed separately with the Products are marketed Securities and on all labels and advertising and promotional material, the name and address of LICENSEE as manufacturer of the Products and the phrase "S&W is a registered trademark used under license," or equivalent approved in writing by LICENSORExchange Commission. (b) c. LICENSEE agrees to execute and deliver to LICENSOR, upon LICENSOR's request, all documents which are necessary that it will not seek or desirable to secure or preserve LICENSOR's rights in or registrations obtain any registration of the Marks in any name or participate directly or indirectly in such registration without LICENSOR'S prior written permission. Subject solely to record this Agreementthe rights and interest granted herein, as appropriate, or to cancel such registrations or recordations, as appropriate. LICENSEE further agrees to assist LICENSOR in registering, maintaining and reporting the Marks and use thereof as requested by LICENSOR. LICENSEE will pay its own costs and expenses in this regard. All registration, recordal and maintenance costs of the Marks shall be at the sole cost and expense of LICENSOR. (c) Each of LICENSEE and LICENSOR hereby represents and warrants to each other acknowledges that (i) if it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly authorized by all necessary action on its part; and (iii) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of obtained or obtains in the future, in the Territory, any agreement to which it is a party. LICENSOR further represents and warrants to LICENSEE that (i) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of any agreement to which any of the Marks is subject and (ii) all necessary consents have been obtained by persons who claim a security right, title or interest in the Marks, or in any marks which are confusingly similar to the Licensed Rights, or in any other trademark or service ▇▇▇▇ owned by LICENSOR, that LICENSEE has acted or will act as an agent and for the benefit of themLICENSOR for the limited purpose of obtaining such registrations in the name and on behalf of LICENSOR. LICENSEE further agrees to execute any and all instruments deemed by LICENSOR and/or its attorneys or representatives to be necessary to transfer such right, title or interest to LICENSOR. d. LICENSEE agrees not to take any action which may in any way impair LICENSOR's rights in and to the Marks, including, without limitation, challenging or opposing, or raising or allowing to be raised, either during the term of this Agreement or after its termination, on any grounds whatsoever, any questions concerning, or objections to, the validity of the Marks or LICENSOR'S rights therein, or any other trademarks or service marks owned by LICENSOR containing the word BOSS in any manner. f. LICENSEE acknowledges that materials related to this Agreement and uniquely and specifically associated with the Marks and/or the Licensed Products (collectively "Works"), whether developed solely by LICENSEE or jointly with others may qualify for copyright protection under applicable local laws. LICENSEE agrees that such Works are to be deemed as Works "made for hire" for the benefit of LICENSOR and that if such Works, by operation of law or otherwise, are not Works "made for Hire," LICENSEE agrees (i) to assign, and does hereby assign, to LICENSOR or its designee any and all of LICENSEE'S right, title and interest in the copyright in such Works throughout the world, and (ii) not to seek or obtain registration of such copyright in its own name.

Ownership of the Marks. (a) LICENSEE hereby acknowledges a. Licensee agrees that LICENSOR is the owner of the Marks and that LICENSEE's it has no right to use ownership in the Licensed Marks is limited and, in furtherance thereof, hereby transfers and derived solely from this Agreement. LICENSEE acknowledges conveys all rights, title and interest, if any, in the Licensed Marks to Licensor, and will not at any time represent or authorize a Designated Manufacturer(s) to represent that it shall not acquire such manufacturer has any rights title or right of ownership whatsoever in the Marks. b. Licensee agrees that nothing contained in this Agreement shall give to Licensee or the Designated Manufacturer(s) any right, title or interest in the Licensed Marks as a result except the limited license granted to Licensee herein, that such Licensed Marks are the sole and exclusive property of LICENSEE's use thereof, Licensor and that all goodwill arising from ownership such uses by Licensee or the Designated Manufacturer(s) of the Licensed Marks (as distinguished from any enhancement of value to LICENSEE's business arising from the license granted hereunder) shall inure exclusively only to the benefit of LICENSORLicensor. c. Licensee agrees that it will not seek or obtain any registration of the Licensed Marks in any name or participate directly or indirectly in such registration without Licensor's prior written permission. LICENSEE shall include on all packagesSubject solely to the rights and interest granted herein, cartons Licensee further agrees and containers acknowledges that if it has obtained or obtains in the future any right, title or interest in the Licensed Marks, or in any marks which contain the Products word BOSS whether used alone or in combination with other words or symbols or which are marketed confusingly similar to the Licensed Marks, or in any other trademark or service ▇▇▇▇ owned by Licensor, that Licensee has acted or will act as an agent and on all labels and advertising and promotional material, for the benefit of Licensor for the limited purpose of obtaining such registrations in the name and address on behalf of LICENSEE as manufacturer of the Products and the phrase "S&W is a registered trademark used under license," or equivalent approved in writing by LICENSOR. (b) LICENSEE Licensor. Licensee further agrees to execute any and deliver all instruments deemed by Licensor and/or its attorneys or representatives to LICENSORbe necessary to transfer such right, upon LICENSOR's request, all documents title or interest to Licensor. d. Licensee agrees not to take any action which are necessary or desirable to secure or preserve LICENSORmay in any way impair Licensor's rights in and to the Licensed Marks, including, without limitation, challenging or registrations opposing, or raising or allowing to be raised, either during the term of this Agreement or after its termination, on any grounds whatsoever, any questions concerning, or objections to, the validity of the Licensed Marks or to record this Agreement, as appropriateLicensor's rights therein, or to cancel such registrations any other trademarks or recordations, as appropriate. LICENSEE further service marks owned by Licensor containing the word BOSS in any manner. e. Licensee agrees to reasonably assist LICENSOR Licensor in registeringobtaining and/or maintaining registration for the Licensed Marks including, maintaining and reporting without limitation, by providing information regarding the Licensed Marks and use thereof as requested by LICENSOR. LICENSEE will pay its own costs and expenses in this regard. All registration, recordal and maintenance costs samples of the Marks shall be at the sole cost and expense of LICENSORLicensed Products. f. Licensee acknowledges that materials related to this Agreement and uniquely and specifically associated with the Licensed Marks and/or the Licensed Products (c) Each collectively "Works"), whether developed solely by Licensee or jointly with others may qualify for copyright protection under applicable local laws. Licensee agrees that such Works are to be deemed as Works "made for hire" for the benefit of LICENSEE Licensor and LICENSOR hereby represents and warrants to each other that if such Works, by operation of law or otherwise, are not Works "made for Hire," Licensee agrees (i) it has full corporate power to assign, and authority does hereby assign, to enter into this Agreement Licensor or its designee any and to perform its obligations hereunder; (ii) this Agreement has been duly authorized by all necessary action on its part; of Licensee's right, title and (iii) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of any agreement to which it is a party. LICENSOR further represents and warrants to LICENSEE that (i) neither execution of this Agreement by it nor performance of its obligations hereunder will constitute a breach of any agreement to which any of interest in the Marks is subject copyright in such Works throughout the world, and (ii) not to seek or obtain registration of such copyright in its own name. g. Licensee will and does hereby irrevocably appoint Licensor as its respective attorney-in-fact for the limited purpose of executing any and all documents and performing any and all other acts necessary consents have been obtained by persons who claim a security interest in to give effect and legality to the Marks, or any provisions of themthis Section 10 of this Agreement. Licensor agrees to provide Licensee with copies of all such documents it executes under this Section 10(g).