Common use of Use of Intellectual Property Clause in Contracts

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 Affiliates to, at the sole cost and expense of Seller (including out-of-pocket expenses and fees, including reasonable attorneys’ fees), assign and transfer all right, title and interest in or to such Domain Name registration to Seller or an Affiliate of Seller. (c) Any use of the Tyco Designations by the Company or the Company Subsidiaries pursuant to this Section 8.5 shall: (i) be in conformity with the practices of the Company and the Company Subsidiaries prior to Closing, (ii) be in a manner that does not harm or disparage Seller or its Affiliates or the reputation or goodwill of the Tyco Designations, and (iii) be subject to the Company and Company Subsidiaries maintaining the quality of goods and services used in connection with the Tyco Designations at a standard at least as high as that of the goods and services with which the Tyco Designations were used that were offered and sold by the Company and Company Subsidiaries as of Closing. (d) Without undue delay after Closing, but in any event not later than within 30 Business Days after the Closing, the Company shall and shall cause the Company and the Company Subsidiaries to execute and file in the relevant offices of such amended organizational documents so that any reference to Tyco Designations shall be eliminated from the corporate names of the Company and Company Subsidiaries and shall as soon as practicable thereafter pursue such name changes until effective.

Use of Intellectual Property. (a) Except as otherwise provided expressly set forth in this Agreement or an the Ancillary AgreementAgreements, after Closingno interest in or right to use the name “NewPage”, Investor shall“Sterling Ultra” or any logo (with or without the word “NewPage”), and trademark or trade name or any derivation thereof of “NewPage” or any of the Company shall and shall cause the Company Subsidiaries to, refrain from using any Intellectual Property owned by Seller or Seller’s Affiliates with respect to, or associated with, the foregoing (other than Intellectual Property owned collectively, the “Retained Names and Marks”) is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Company Purchaser shall cease as of the Closing Date. At the Closing, Parent shall grant to the Purchaser a temporary trademark license to use the Retained Names and Marks for a period of twelve months from the Company SubsidiariesClosing Date solely in connection with (i) the Carbonless Paper Business and (ii) the Non-Carbonless Paper Business, but only in connection with finished and packaged coated paper in Inventory as of the Closing Date, in each case, pursuant to a license agreement (the “Temporary Trademark License Agreement”), substantially in the form attached hereto as Exhibit 5.17(a). Without limiting Except as expressly authorized in the generality of the foregoing and except as Temporary Trademark License Agreement or otherwise provided in this Section 8.55.17(a), Investor shallthe Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, and shipping documents, and not put into use after the Company shall Closing Date any such items and shall cause materials not in existence on the Company Subsidiaries to, specifically refrain from using in Closing Date that bear any manner the designation “Tyco”, Retained Name or any variation, derivation, or translation thereof or any related ▇▇▇▇ or logoany name, or any name likely to cause confusion with the ▇▇▇▇ “Tyco” or logo confusingly similar thereto; provided that, after such twelve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any of the Retained Names and Marks. Except as expressly provided herein or in any other Ancillary Agreement, the Purchaser agrees that none of Parent or any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchaser or any Affiliate thereof of any Retained Name or ▇▇▇▇. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall have the right to: (i) keep records and other historical or archived documents containing or referencing the “Tyco Designations”)Retained Names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such reference, the Purchaser shall not use the Retained Names or Marks to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the Seller, Parent or MeadWestvaco. (b) As soon Except as practicable after expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the “Technology License Agreement”), pursuant to which, at the Closing, but in no event later than 180 calendar days after ClosingParent, the Company shall, Seller and Parent’s other Affiliates shall cause the Company Subsidiaries to, remove or render illegible all references grant to the Tyco Designations appearing on Purchaser a world wide, non-exclusive, perpetual, fully paid royalty-free license to use all Owned Business Intellectual Property, no ownership interest in, or right to use, any sales, marketing, advertising, shipping and related materials (including websites and stationery) used in connection with goods and services owned or offered by Owned Business Intellectual Property is being transferred to the Company or Company Subsidiaries, in each case, that are Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided in the possession or under Technology License Agreement, neither 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 Purchaser nor any of Seller’s or Seller’s Affiliates’ (excluding the Company and the Company Subsidiaries) Marks, the Company and each of the Company Subsidiaries its Affiliates 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 Affiliates to, at the sole cost and expense of Seller (including out-of-pocket expenses and fees, including reasonable attorneys’ fees), assign and transfer all right, title and interest in or to such Domain Name registration to Seller or an Affiliate of SellerOwned Business Intellectual Property. (c) Any use of At the Tyco Designations by Closing, Parent and the Company or Purchaser shall enter into a Technology License-Back Agreement in the Company Subsidiaries form attached as Exhibit 5.17(c) hereto (the “Technology License-Back Agreement”), pursuant to this Section 8.5 shall: (i) be in conformity with which the practices of the Company Purchaser shall grant to Parent and the Company Subsidiaries prior to Closing, (ii) be in a manner that does not harm or disparage Seller or its Affiliates or a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the reputation or goodwill of the Tyco Designations, and (iii) be subject to the Company and Company Subsidiaries maintaining the quality of goods and services used in connection with the Tyco Designations at a standard at least as high as that of the goods and services with which the Tyco Designations were used that were offered and sold by the Company and Company Subsidiaries as of ClosingLicensed-Back Intellectual Property. (d) Without undue delay after ClosingNo ownership interest in or right to use the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, but except as provided in any event not later than within 30 Business Days after the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the “Technology Sub-License Agreement”), whereby, at the Closing, the Company Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and shall cause make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Company Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the Company Subsidiaries extent applicable, the rights and obligations of Parent and its Affiliates pursuant to execute and file the NewPage License Agreement. Except as expressly provided in the relevant offices Technology Sub-License Agreement, none of the Purchaser or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software). (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such amended organizational documents so that any reference to Tyco Designations shall be eliminated from transfer in accordance with the corporate names terms and conditions of the Company MeadWestvaco Trademark License Agreement. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the “SAP America, Inc. R/3 Software End-User Value License Agreement” between SAP America, Inc. and Company Subsidiaries Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser’s sole cost and shall as soon as practicable thereafter pursue such name changes until effectiveexpense.

Use of Intellectual Property. (a) Except It is expressly agreed that, except as otherwise provided in this Agreement the Assignment of Intellectual Property, the Purchaser is not purchasing, acquiring or an Ancillary Agreementotherwise obtaining any right, after Closingtitle or interest in and to Seller Intellectual Property, Investor shallincluding the name “Selective” or any trade names, trademarks, Internet domain names, identifying logos or service marks related thereto or employing the word “Selective” or any part or variation or derivation of the foregoing or any confusingly similar trade name, trademark, Internet domain name, logo or service ▇▇▇▇, including without limitation SELECTIVE HR SOLUTIONS (U.S. Registration No. 2896639) (collectively, the “Seller Marks”). Notwithstanding the foregoing, the Seller and the Company shall and shall cause Purchaser agree that during the Company Subsidiaries toperiod from the Closing Date until two years after the Closing Date (the “Wind-down Period”), refrain from using any Intellectual Property owned by Seller or Seller’s Affiliates (other than Intellectual Property owned by each the Company and the Company Subsidiaries). Without limiting the generality of the foregoing and except as otherwise provided in this Section 8.5, Investor shallSubsidiaries shall be entitled to continue to use, 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 Seller hereby grants 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 Affiliates to, at the sole cost and expense of Seller (including out-of-pocket expenses and fees, including reasonable attorneys’ fees), assign and transfer all right, title and interest in or to such Domain Name registration to Seller or an Affiliate of Seller. (c) Any use of the Tyco Designations by the Company or the Company Subsidiaries pursuant to this Section 8.5 shall: (i) be in conformity with the practices of the Company and the Company Subsidiaries prior a non-exclusive, royalty-free license to Closing, (ii) be in a manner that does not harm or disparage Seller or its Affiliates or the reputation or goodwill of the Tyco Designationsuse, and (iii) be subject grant sublicenses to their Affiliates and licensees to use, the Seller Marks to the Company and Company Subsidiaries maintaining the quality of goods and services full extent used in connection with the Tyco Designations at a standard at least Business as high as that of the goods Closing Date, including, without limitation, on any business cards, schedules, stationery, displays, signs, promotional materials, manuals, forms, computer software, websites and services with which other similar material used prior to the Tyco Designations were used that were offered Closing Date in the operation of the Business. The nature and sold quality of all uses of the Seller Marks made by the Company and the Company Subsidiaries shall substantially conform to the quality standards employed by the Company and the Company Subsidiaries as of Closing. (d) Without undue delay after Closing, but the Closing Date. None of the Company or the Company Subsidiaries shall use the Seller Marks in any event not later than within 30 Business Days after manner which might reasonably be expected to dilute, tarnish, disparage, or reflect adversely on the Closing, Seller or the Company shall and Seller Marks. The Purchaser agrees that is shall cause the Company and the Company Subsidiaries to execute cease usage of the Seller Marks as promptly as commercially practicable and, in any event, immediately upon termination of the Wind-down Period, at which time the Company and file the Company Subsidiaries shall cease and desist from all further use of the Seller Marks and shall adopt new trade names, trademarks, Internet domain names, identifying logos and service marks which are not confusingly similar to the Seller Marks. Notwithstanding anything in this Section 5.07 to the relevant offices contrary, the Purchaser shall cause the Company and each of such amended organizational documents so that the Company Subsidiaries to, promptly following the Closing Date, change its name to delete any reference to Tyco Designations “Selective” or any other Seller ▇▇▇▇ (and to file with the appropriate Governmental Authorities any certificates or instruments required to effect such name change). (b) From and after the Closing, neither the Seller nor any of its Affiliates shall be eliminated from the corporate names use any of the Company and Company Subsidiaries and shall as soon as practicable thereafter pursue such name changes until effectiveIntellectual Property or any of the Licensed Intellectual Property.

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 ITW or SellerITW’s Affiliates (other than Intellectual Property owned or licensed 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 “TycoITW”, “Illinois Tool Works” or any variation, derivation, or translation thereof or any related ▇▇▇▇ or logo, or any name likely to cause confusion with the ▇▇▇▇ “TycoITW” or “Illinois Tool Works” (the “Tyco ITW 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 ITW 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 ITW Designations or any of SellerITW’s or SellerITW’s Affiliates’ (excluding the Company Company’s 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 ITW Designations or any of SellerITW’s or its the Non-Company Affiliates’ marks, Investor shall promptly notify Seller ITW of the existence of such Domain Name registration and, upon SellerITW’s request, shall, or shall cause its Affiliates to, at the sole cost and expense of Seller ITW (including out-of-pocket expenses and fees, including reasonable attorneys’ fees), assign and transfer all right, title and interest in or to such Domain Name registration to Seller ITW or an Affiliate of SellerITW. (c) Any use of the Tyco ITW Designations by the Company or the Company Subsidiaries pursuant to this Section 8.5 shall: (i) be in conformity with the practices of the Company and the Company Subsidiaries prior to Closing, (ii) be in a manner that does not harm or disparage Seller ITW or its Affiliates or the reputation or goodwill of the Tyco Designations, ITW Designations and (iii) be subject to the Company and Company Subsidiaries maintaining the quality of goods and services used in connection with the Tyco ITW Designations at a standard at least as high as that of the goods and services with which the Tyco ITW Designations were used that were offered and sold by the Company and Company Subsidiaries as of Closing. (d) Without undue delay after Closing, but in any event not later than within 30 Business Days after the Closing, the Company shall and shall cause the Company and the Company Subsidiaries to execute and file in the relevant offices of such amended organizational documents so that any reference to Tyco Designations shall be eliminated from the corporate names of the Company and Company Subsidiaries and shall as soon as practicable thereafter pursue such name changes until effective.

Use of Intellectual Property. (a) Except as otherwise provided expressly set forth in this Agreement or an the Ancillary AgreementAgreements, after no interest in or right to use the name "NewPage", "Sterling Ultra" or any logo (with or without the word "NewPage"), trademark or trade name or any derivation thereof of "NewPage" or any of the Seller's Affiliates with respect to, or associated with, the foregoing (collectively, the "Retained Names and Marks") is being transferred to the Purchaser pursuant to the transactions contemplated hereby. Except as set forth herein or expressly provided in the temporary trademark license agreement to be executed pursuant to this Section 5.17(a), the use of any Retained Names and Marks in connection with the Business by the Purchaser shall cease as of the Closing Date. At the Closing, Investor shallParent shall grant to the Purchaser a temporary trademark license to use the Retained Names and Marks for a period of twelve months from the Closing Date solely in connection with (i) the Carbonless Paper Business and (ii) the Non-Carbonless Paper Business, but only in connection with finished and packaged coated paper in Inventory as of the Company shall and shall cause Closing Date, in each case, pursuant to a license agreement (the Company Subsidiaries to"Temporary Trademark License Agreement"), refrain from using any Intellectual Property owned by Seller or Seller’s Affiliates (other than Intellectual Property owned by substantially in the Company and the Company Subsidiariesform attached hereto as Exhibit 5.17(a). Without limiting Except as expressly authorized in the generality of the foregoing and except as Temporary Trademark License Agreement or otherwise provided in this Section 8.55.17(a), Investor shallthe Purchaser, promptly following the Closing Date and, in any event, within twelve months thereafter, will remove or obliterate all the Retained Names and Marks from its signs, purchase orders, invoices, sales orders, labels, letterheads, and shipping documents, and not put into use after the Company shall Closing Date any such items and shall cause materials not in existence on the Company Subsidiaries to, specifically refrain from using in Closing Date that bear any manner the designation “Tyco”, Retained Name or Mark or any variationname, derivationmark or logo confusingly similar thereto; provide▇ ▇▇at, or translation thereof or any related after such ▇▇▇▇ lve month period, the Purchaser may continue to sell goods that have been packaged prior to such time using materials bearing any of the Retained Names and Marks. Except as expressly provided herein or logoin any other Ancillary Agreement, the Purchaser agrees that none of Parent or any of its Affiliates shall have any responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchaser or any name likely Affiliate thereof of any Retained Name or Mark. Notwithstanding anything to cause confusion the contrary in this Agreement, t▇▇ ▇urchaser shall have the right to: (i) keep records and other historical or archived documents containing or referencing the Retained Names and Marks and (ii) refer to the historical fact that the Business was previously conducted under the Retained Names and Marks; provided that with respect to any such reference, the Purchaser shall not use the Retained Names or Marks to promote any of the products of the Business and the Purchaser shall make explicit that the Business is no longer affiliated with the ▇▇▇▇ “Tyco” (the “Tyco Designations”)Seller, Parent or MeadWestvaco. (b) As soon Except as practicable after expressly provided in the Technology License Agreement, substantially in the form attached hereto as Exhibit 5.17(b) (the "Technology License Agreement"), pursuant to which, at the Closing, but in no event later than 180 calendar days after ClosingParent, the Company shall, Seller and Parent's other Affiliates shall cause the Company Subsidiaries to, remove or render illegible all references grant to the Tyco Designations appearing on Purchaser a world wide, non-exclusive, perpetual, fully paid royalty-free license to use all Owned Business Intellectual Property, no ownership interest in, or right to use, any sales, marketing, advertising, shipping and related materials (including websites and stationery) used in connection with goods and services owned or offered by Owned Business Intellectual Property is being transferred to the Company or Company Subsidiaries, in each case, that are Purchaser pursuant to the transactions contemplated hereby. Except as expressly provided in the possession or under Technology License Agreement, neither 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 Purchaser nor any of Seller’s or Seller’s Affiliates’ (excluding the Company and the Company Subsidiaries) Marks, the Company and each of the Company Subsidiaries its Affiliates 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 Affiliates to, at the sole cost and expense of Seller (including out-of-pocket expenses and fees, including reasonable attorneys’ fees), assign and transfer all right, title and interest in or to such Domain Name registration to Seller or an Affiliate of SellerOwned Business Intellectual Property. (c) Any use of At the Tyco Designations by Closing, Parent and the Company or Purchaser shall enter into a Technology License-Back Agreement in the Company Subsidiaries form attached as Exhibit 5.17(c) hereto (the "Technology License-Back Agreement"), pursuant to this Section 8.5 shall: (i) be in conformity with which the practices of the Company Purchaser shall grant to Parent and the Company Subsidiaries prior to Closing, (ii) be in a manner that does not harm or disparage Seller or its Affiliates or a worldwide, non-exclusive, perpetual, fully paid royalty-free license to use the reputation or goodwill of the Tyco Designations, and (iii) be subject to the Company and Company Subsidiaries maintaining the quality of goods and services used in connection with the Tyco Designations at a standard at least as high as that of the goods and services with which the Tyco Designations were used that were offered and sold by the Company and Company Subsidiaries as of ClosingLicensed-Back Intellectual Property. (d) Without undue delay after ClosingNo ownership interest in or right to use the Licensed Business Intellectual Property is being transferred to the Purchaser pursuant to the transactions contemplated hereby, but except as provided in any event not later than within 30 Business Days after the Technology Sub-License Agreement, substantially in the form attached hereto as Exhibit 5.17(d) (the "Technology Sub-License Agreement"), whereby, at the Closing, the Company Seller and/or Parent shall grant to the Purchaser a perpetual, royalty-free, fully-paid, non-exclusive sublicense to use, practice, lease, license, reproduce, modify and shall cause make derivative works of, and to make, sell and distribute goods and services utilizing or incorporating, the Company Licensed Business Intellectual Property (excluding Computer Software), in accordance with and subject to, to the Company Subsidiaries extent applicable, the rights and obligations of Parent and its Affiliates pursuant to execute and file the NewPage License Agreement. Except as expressly provided in the relevant offices Technology Sub-License Agreement, none of the Purchaser or any of its Affiliates shall use any of the Licensed Business Intellectual Property (excluding Computer Software). (e) The Seller agrees to transfer all of its rights and obligations under the MeadWestvaco Trademark License Agreement to the Purchaser and promptly following the date hereof, and in any event prior to the Closing, to provide MeadWestvaco with prior written notice of such amended organizational documents so that any reference to Tyco Designations shall be eliminated from transfer in accordance with the corporate names terms and conditions of the Company MeadWestvaco Trademark License Agreement. (f) Prior to the Closing, Parent will take all actions necessary pursuant to Section 12.3 of the "SAP America, Inc. R/3 Software End-User Value License Agreement" between SAP America, Inc. and Company Subsidiaries Parent, dated as of May 12, 2005, including execution of any necessary agreements, to effectuate the transfer of 550 user licenses to the Purchaser, all at the Purchaser's sole cost and shall as soon as practicable thereafter pursue such name changes until effectiveexpense.

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 ITW or SellerITW’s Affiliates (other than Intellectual Property owned or licensed 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 “TycoITW”, “Illinois Tool Works” or any variation, derivation, or translation thereof or any related ▇▇▇▇ or logo, or any name likely to cause confusion with the ▇▇▇▇ “TycoITW” or “Illinois Tool Works” (the “Tyco Designations”).ITW 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 ITW 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 ITW Designations or any of SellerITW’s or SellerITW’s Affiliates’ (excluding the Company Company’s 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 ITW Designations or any of SellerITW’s or its the Non-Company Affiliates’ marks, Investor shall promptly notify Seller ITW of the existence of such Domain Name registration and, upon SellerITW’s request, shall, or shall cause its Affiliates to, at the sole cost and expense of Seller ITW (including out-of-pocket expenses and fees, including reasonable attorneys’ fees), assign and transfer all right, title and interest in or to such Domain Name registration to Seller ITW or an Affiliate of SellerITW. (c) Any use of the Tyco ITW Designations by the Company or the Company Subsidiaries pursuant to this Section 8.5 shall: (i) be in conformity with the practices of the Company and the Company Subsidiaries prior to Closing, (ii) be in a manner that does not harm or disparage Seller ITW or its Affiliates or the reputation or goodwill of the Tyco Designations, ITW Designations and (iii) be subject to the Company and Company Subsidiaries maintaining the quality of goods and services used in connection with the Tyco ITW Designations at a standard at least as high as that of the goods and services with which the Tyco ITW Designations were used that were offered and sold by the Company and Company Subsidiaries as of Closing. (d) Without undue delay after Closing, but in any event not later than within 30 Business Days after the Closing, the Company shall and shall cause the Company and the Company Subsidiaries to execute and file in the relevant offices of such amended organizational documents so that any reference to Tyco Designations shall be eliminated from the corporate names of the Company and Company Subsidiaries and shall as soon as practicable thereafter pursue such name changes until effective.