Use of Intellectual Property Sample Clauses
The 'Use of Intellectual Property' clause defines how intellectual property (IP) rights are handled between the parties in an agreement. It typically outlines which party owns existing IP, how new IP created during the relationship will be managed, and the permissions or restrictions on using each other's IP, such as trademarks, patents, or copyrighted materials. This clause ensures both parties understand their rights and obligations regarding IP, preventing unauthorized use and reducing the risk of disputes over ownership or infringement.
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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.
Use of Intellectual Property. USA Swimming is the owner of various trademarks, trade names, service marks, logos and event names (“Marks”). USA Swimming grants LSC a limited, non-exclusive license to use Marks, within the geographic territory, in connection with the education, instruction and training of individuals to develop and improve their capabilities in the sport of swimming and the promotion and advertisement of sanctioned competitive swimming events. LSC shall cause to appear the identification "®," or "™" on all materials prepared by LSC, its employees or agents that incorporate one or more Marks. Said registration identification shall appear below and to the right of said ▇▇▇▇. LSC recognizes that USA Swimming has established a great deal of goodwill through its reputation and the representation of the Marks. Therefore, LSC shall not use, commercially exploit, permit the use of or permit the commercial exploitation of any Marks in negative advertising, nor in any manner that is contrary to public morals or which has been found to be deceptive or misleading, or which reflects unfavorably on the good name, goodwill, reputation or image of USA Swimming.
Use of Intellectual Property. The recording, reproduction or transmission of Vendor Services is prohibited unless otherwise approved by Vendor except ▇▇▇▇▇▇▇▇ is authorized to reproduce portions of Vendor’s service to the extent it is needed to use Vendor’s services.
Use of Intellectual Property. The parties agree that any intellectual property, which is jointly developed through activities covered under this MOU, can be used by either party for non-profit, non-commercial purposes without obtaining consent from the other and without any need to account to the other. All other intellectual property used in the implementation of the MOU will remain the property of the party that provided it. This property can be used by either party for purposes covered by the MOU but consent will be obtained from the owner of the property before using it for purposes not covered by the MOU.
Use of Intellectual Property. (a) Except as otherwise provided in this Agreement or an Ancillary Agreement, after Closing, Investor shall, and the Company shall and shall cause the Company Subsidiaries to, refrain from using any Intellectual Property owned by Seller or Seller’s Affiliates (other than Intellectual Property owned by the Company and the Company Subsidiaries). Without limiting the generality of the foregoing and except as otherwise provided in this Section 8.5, Investor shall, and the Company shall and shall cause the Company Subsidiaries to, specifically refrain from using in any manner the designation “Tyco”, or any variation, derivation, or translation thereof or any related ▇▇▇▇ or logo, or any name likely to cause confusion with the ▇▇▇▇ “Tyco” (the “Tyco Designations”).
(b) As soon as practicable after the Closing, but in no event later than 180 calendar days after Closing, the Company shall, and shall cause the Company Subsidiaries to, remove or render illegible all references to the Tyco Designations appearing on any sales, marketing, advertising, shipping and related materials (including websites and stationery) used in connection with goods and services owned or offered by the Company or Company Subsidiaries, in each case, that are in the possession or under the control of the Company or Company Subsidiaries. To the extent that any Domain Names or Marks used, registered, or otherwise controlled by the Company or the Company Subsidiaries contain, either alone or in combination, any reference to Tyco Designations or any of Seller’s or Seller’s Affiliates’ (excluding the Company and the Company Subsidiaries) Marks, the Company and each of the Company Subsidiaries shall cease all use thereof promptly after the Closing Date (except as otherwise expressly permitted by this Agreement or an Ancillary Agreement), and as soon as practicable after the Closing Date (but in no event more than 180 calendar days thereafter), abandon all rights in and to such Domain Names and Marks, including abandoning any such registrations and applications for registrations. Notwithstanding the foregoing, should Investor, following the Closing Date, become aware of any Domain Name registration owned by the Company or any of the Company Subsidiaries that includes or incorporates the Tyco Designations or any of Seller’s or its Affiliates’ marks, Investor shall promptly notify Seller of the existence of such Domain Name registration and, upon Seller’s request, shall, or shall cause its Affiliate...
Use of Intellectual Property. From and after the Closing, neither the Seller nor any of its Affiliates shall use any of the Owned Intellectual Property or any of the Licensed Intellectual Property, except for the Excluded Assets.
Use of Intellectual Property. Each Party, on behalf of itself and the other members of its Group, hereby grants to the members of the other Party’s Group and to their respective Affiliates and Sub-Contractors, if applicable, providing the Services under this Agreement a nonexclusive, nontransferable, world-wide, royalty-free, sublicensable license, for the term of this Agreement, to use the Intellectual Property owned by such Party and the other members of its Group solely to the extent necessary for the other Party, the other members of the other Party’s Group and their respective Affiliates and Sub-Contractors, if applicable, to perform their obligations hereunder.
Use of Intellectual Property. The Agent may, on a royalty-free basis, use and license use of any Trademark, Trade Secret, trade name, trade style, Copyright, Patent, technical knowledge or process or other Intellectual Property owned, held or used by any Grantor in respect of any Collateral as to which any right or remedy of the Agent is exercised or enforced. In addition, the Agent may exercise and enforce such rights and remedies for collection as may be available to it by law or agreement. Each Grantor grants a license pursuant to Section 13.03 in connection therewith.
Use of Intellectual Property. Subject to such action not otherwise constituting an Event of Default and so long as no Event of Default shall have occurred and be continuing, the Company will be permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of the business of the Company. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, Agent shall from time to time, upon the request of the Company, execute and deliver any instruments, certificates or other documents, in the form so requested, which the Company shall have certified are appropriate (in its judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to SECTION 2.02 as to any specific Intellectual Property). The exercise of rights, remedies, powers and privileges under SECTION 6 by Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by the Company in accordance with the first sentence of this SECTION 2.07.
Use of Intellectual Property. In connection with the use of the Intellectual Property Rights:
(a) the Distributor will assist and co-operate with the Company to the extent requested by the Company in the protection of the Intellectual Property Rights, including the execution of any document to confirm the Company's title to and interest in the Products and the assignment of any rights to or ownership interest in the Products that it may have acquired from the Company;
(b) the Distributor will take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity of the Intellectual Property Rights or the right of the Company to grant the rights herein;
(c) the Distributor will promptly notify the Company of any infringements or imitations by others of the Products when such becomes known to the Distributor and, where possible, to provide a sample of such infringement or imitation and to co-operate with the Company in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such infringements or imitations without the Company's prior written consent;
(d) the Distributor will not copy, adapt, alter, reverse engineer, disassemble, rent, lease or lend by any means the Products, except as expressly provided for in this Agreement or otherwise approved in writing by the Company;
(e) the Distributor will not remove, modify or deface any registered or unregistered trademark, logo, notice or legend of copyright or trade secret from any packaging which contains the Products;
(f) the Company will use its best efforts to prosecute, defend and conduct at its own expense all suits involving the Intellectual Property Rights including, but not limited to, actions involving infringement or passing off and will undertake any actions or litigate any proceeding reasonably necessary for the protection of the Intellectual Property Rights and the Distributor will provide every assistance to the Company in such defence at the cost of the Company; and
(g) nothing in this Agreement will be deemed in any way to constitute any transfer or assignment by the Company of the Intellectual Property Rights to the Distributor or give the Distributor any right, title or interest in or to the Intellectual Property Rights.