Common use of Intellectual Property License Clause in Contracts

Intellectual Property License. For so long as this Agreement remains effective, the Trust and the Fund shall have a non-transferable, non-exclusive license to use the names “GoodHaven Capital Management”, “GoodHaven”, “GoodHaven Fund” and “gxxxxxxxxxxxxx.xxx” and the phrase “our money with yours” (collectively, the “Advisor Works”) solely in connection with the Trust and the Fund. The Advisor may notify the Trust and the Fund of newly-created names or phrases for which it is claiming intellectual property protections, and such names or phrases shall become Advisor Works. The Trust and the Fund acknowledge that the Advisor Works and any derivatives or combinations thereof are the sole and exclusive property of the Advisor (or the Advisor’s related entities), and the Trust and the Fund agree that they will not contest ownership or validity of the Advisor Works. The Trust and the Fund will use the Advisor Works according to the Advisor’s trademark standards. The Advisor makes no representations or warranties in respect of the relative superiority of its rights in the Advisor Works to the rights of any third party in the Advisor Works. Notwithstanding anything herein to the contrary, (i) the Advisor shall have no liability to the Trust or the Fund for or in respect of any claim by any third party that the Trust or the Fund’s use of the Advisor Works infringes upon or otherwise violates any proprietary or other rights of such third party, and (ii) the Advisor shall not assert ownership under this clause or otherwise over any mxxx currently in use by the Trust or its other funds. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Trust and Fund shall cease to use the Advisor Works and any other name connected with the Advisor.

Appears in 1 contract

Samples: Investment Advisory Agreement (Professionally Managed Portfolios)

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Intellectual Property License. For so long as this Agreement remains effective, the Trust and the Fund Funds shall have a non-transferable, non-exclusive license to use the names “GoodHaven Capital ManagementRothschild Asset Management Inc.”, “GoodHavenRothschild U.S. Large-Cap Core Fund, Rothschild U.S. Large-Cap Value Fund, Rothschild U.S. Small/Mid-Cap Core Fund, Rothschild U.S. Small-Cap Core Fund, Rothschild U.S. Small-Cap Value Fund and Rothschild U.S. Small-Cap Growth Fund”, “GoodHaven Fund” and “gxxxxxxxxxxxxx.xxx” and the phrase “our money with yourswxx.xxxxxxxxxx.xxx/xxxxxx/xxxxxxx” (collectively, the “Advisor WorksAdviser Names”) solely in connection with the Trust and the Fund. The Advisor may notify the Trust and the Fund of newly-created names or phrases for which it is claiming intellectual property protections, and such names or phrases shall become Advisor WorksFunds. The Trust and the Fund Funds acknowledge that the Advisor Works Adviser Names and any derivatives or combinations thereof are the sole and exclusive property of the Advisor Adviser (or the AdvisorAdviser’s related entities), and the Trust and the Fund Funds agree that they will not contest ownership or validity of the Advisor WorksAdviser Names and that they will refrain from seeking to register the Adviser Names or any derivatives or combinations thereof as trademarks or domain names. The Trust and the Fund Funds shall not grant any sub-license or other authorization to any third party to use any of the Adviser Names. All goodwill pertaining to the use of the Adviser Names (including any derivatives or combinations) by the Trust and the Funds shall inure solely to the benefit of the Adviser (or the Adviser’s related entities). To the extent that any such goodwill accrues to the Trust and the Funds, the Trust and the Funds hereby assigns it to the Adviser. The Trust and the Funds will use the Advisor Works Adviser Names according to the AdvisorAdviser’s trademark standardsstandards and will not use the Adviser Names in a manner which would bring the Adviser Names or the Adviser into disrepute or otherwise cause harm to the goodwill attached to the Adviser Names. The Advisor Adviser makes no representations or warranties in respect of the relative superiority of its rights in the Advisor Works Adviser Names to the rights of any third party in the Advisor WorksAdviser Names. Notwithstanding anything herein to the contrary, (i) the Advisor Adviser shall have no liability to the Trust or the Fund Funds for or in respect of any claim by any third party that the Trust or the Fund’s Funds’ use of the Advisor Works Adviser names infringes upon or otherwise violates any proprietary or other rights of such third party, and (ii) the Advisor shall not assert ownership under this clause or otherwise over any mxxx currently in use by the Trust or its other funds. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Trust and Fund Funds shall cease to use the Advisor Works Adviser Names and any other name connected with the AdvisorAdviser.

Appears in 1 contract

Samples: Investment Advisory Agreement (Professionally Managed Portfolios)

Intellectual Property License. For so long as this Agreement remains effective, the Trust and the Fund Funds shall have a non-transferable, non-exclusive license to use the names “GoodHaven Capital ManagementSubversive Investment Advisor LLC”, “GoodHavenSubversive”, “GoodHaven FundSubversive Metaverse ETFand gxxxxxxxxxxxxx.xxx” Subversive ETFs”, xxx.xxxxxxxxxx.xxx/XXXx, and the phrase “our money with yours” name of a series of the Trust (other than the Funds) that may become subject to this Agreement (collectively, the “Advisor WorksAdviser Names”) solely in connection with the Trust and the Fund. The Advisor may notify the Trust and the Fund of newly-created names or phrases for which it is claiming intellectual property protections, and such names or phrases shall become Advisor WorksFunds. The Trust and the Fund acknowledge that the Advisor Works Adviser Names and any derivatives or combinations thereof are the sole and exclusive property of the Advisor Adviser (or the AdvisorAdviser’s related entities), and the Trust and the Fund Funds agree that they will not contest ownership or validity of the Advisor WorksAdviser Names. The Trust and the Fund Funds will use the Advisor Works Adviser Names according to the AdvisorAdviser’s trademark standards. The Advisor Adviser makes no representations or warranties in respect of the relative superiority of its rights in the Advisor Works Adviser Names to the rights of any third party in the Advisor WorksAdviser Names. Notwithstanding anything herein to the contrary, (i) the Advisor Adviser shall have no liability to the Trust or the Fund Funds for or in respect of any claim by any third party that the Trust or the a Fund’s use of the Advisor Works Adviser names infringes upon or otherwise violates any proprietary or other rights of such third party, and (ii) the Advisor shall not assert ownership under this clause or otherwise over any mxxx currently in use by the Trust or its other funds. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Trust and Fund Funds shall cease to use the Advisor Works Adviser Names and any other name connected with the AdvisorAdviser.

Appears in 1 contract

Samples: Investment Advisory Agreement (Series Portfolios Trust)

Intellectual Property License. For so long as this Agreement remains effective, the Trust and the Fund Funds shall have a non-transferable, non-exclusive license to use the names “GoodHaven Capital ManagementMuzinich & Co.”, “GoodHavenMuzinich Short Duration High Yield Corporate Debt Fund,” “Muzinich Credit Opportunities Fund,” “Muzinich High Income Floating Rate Fund,” “Muzinich U.S. High Yield Corporate Bond Fund”, “GoodHaven Fund” and “gxxxxxxxxxxxxx.xxx” and the phrase “our money with yourswxx.xxxxxxxx.xxx” (collectively, the “Advisor WorksNames”) solely in connection with the Trust and the Fund. The Advisor may notify the Trust and the Fund of newly-created names or phrases for which it is claiming intellectual property protections, and such names or phrases shall become Advisor WorksFunds. The Trust and the Fund Funds acknowledge that the Advisor Works Names and any derivatives or combinations thereof are the sole and exclusive property of the Advisor (or the Advisor’s related entities), and the Trust and the Fund Funds agree that they will not contest ownership or validity of the Advisor WorksNames. The Trust and the Fund Funds will use the Advisor Works Names according to the Advisor’s trademark standards. The Advisor makes no representations or warranties in respect of the relative superiority of its rights in the Advisor Works Names to the rights of any third party in the Advisor WorksNames. Notwithstanding anything herein to the contrary, (i) the Advisor shall have no liability to the Trust or the Fund Funds for or in respect of any claim by any third party that the Trust or the Fund’s Funds’ use of the Advisor Works names infringes upon or otherwise violates any proprietary or other rights of such third party, and (ii) the Advisor shall not assert ownership under this clause or otherwise over any mxxx currently in use by the Trust or its other funds. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Trust and Fund Funds shall cease to use the Advisor Works Names and any other name connected with the Advisor.

Appears in 1 contract

Samples: Investment Advisory Agreement (Professionally Managed Portfolios)

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Intellectual Property License. For so long as this Agreement remains effective, the Trust and the Fund Funds shall have a non-transferable, non-exclusive license to use the names “GoodHaven Capital ManagementMagnetar Asset Management LLC”, “GoodHavenMagnetar Systematic Long-Short Event Fund,” “Magnetar Systematic Merger Arbitrage Fund”, “GoodHaven Magnetar Systematic Multi-Strategy Fund” and “gxxxxxxxxxxxxx.xxx” ”, xxx.xxxxxxxxxxxxx.xxx, and the phrase “our money with yours” name of a series of the Trust (other than the Funds) that may become subject to this Agreement (collectively, the “Advisor WorksAdviser Names”) solely in connection with the Trust and the FundFunds. The Advisor may notify For the avoidance of doubt, nothing in this Agreement shall confer upon the Trust and the Fund any license, interest, or rights of newly-created names or phrases for which it is claiming any kind to any other intellectual property protections, and such names owned by the Adviser or phrases shall become Advisor Worksany of its affiliates. The Trust and the Fund Funds acknowledge that the Advisor Works Adviser Names and any derivatives or combinations thereof are the sole and exclusive property of the Advisor Adviser (or the AdvisorAdviser’s related entities), and the Trust and the Fund Funds agree that they will not contest ownership or validity of the Advisor WorksAdviser Names. The Trust and the Fund Funds will use the Advisor Works Adviser Names according to the AdvisorAdviser’s trademark standardsstandards and will consult with the Adviser in connection with each such use or category of usage. The Advisor Adviser makes no representations or warranties in respect of the relative superiority of its rights in the Advisor Works Adviser Names to the rights of any third party in the Advisor WorksAdviser Names. Notwithstanding anything herein to the contrary, (i) the Advisor Adviser shall have no liability to the Trust or the Fund Funds for or in respect of any claim by any third party that the Trust or the a Fund’s use of the Advisor Works Adviser names infringes upon or otherwise violates any proprietary or other rights of such third party, and (ii) . Upon the Advisor shall not assert ownership under termination of this clause or otherwise over any mxxx currently in use by the Trust or its other funds. Within sixty (60) days from such time as this Agreement shall no longer be in effectAgreement, the Trust and Fund the Funds shall immediately cease to use the Advisor Works Adviser Names and any other name connected with the AdvisorAdviser, except as may be commercially reasonably necessary to effect the termination, but not to exceed sixty (60) days after such termination.

Appears in 1 contract

Samples: Investment Advisory Agreement (Series Portfolios Trust)

Intellectual Property License. For so long as this Agreement remains effective, the Trust and the Fund Funds shall have a non-transferable, non-exclusive license to use the names “GoodHaven Capital ManagementHighmore Group Advisors, LLC”, “GoodHavenHighmore Managed Volatility Fund”, “GoodHaven Highmore Sustainable All-Cap Equity Fund” and “gxxxxxxxxxxxxx.xxx” ”, xxx.xxxxxxxxxxxxx.xxx, and the phrase “our money with yours” name of a series of the Trust (other than the Fund) that may become subject to this Agreement (collectively, the “Advisor WorksAdviser Names”) solely in connection with the Trust and the relevant Fund. The Advisor may notify the Trust and the Fund of newly-created names or phrases for which it is claiming intellectual property protections, and such names or phrases shall become Advisor Works. The Trust and the Fund Funds acknowledge that the Advisor Works Adviser Names and any derivatives or combinations thereof are the sole and exclusive property of the Advisor Adviser (or the AdvisorAdviser’s related entities), and the Trust and the Fund Funds agree that they will not contest ownership or validity of the Advisor WorksAdviser Names. The Trust and the Fund Funds will use the Advisor Works Adviser Names according to the AdvisorAdviser’s trademark standards. The Advisor Adviser makes no representations or warranties in respect of the relative superiority of its rights in the Advisor Works Adviser Names to the rights of any third party in the Advisor WorksAdviser Names. Notwithstanding anything herein to the contrary, (i) the Advisor Adviser shall have no liability to the Trust or the Fund Funds for or in respect of any claim by any third party that the Trust or the Fund’s Funds’ use of the Advisor Works Adviser names infringes upon or otherwise violates any proprietary or other rights of such third party, and (ii) the Advisor shall not assert ownership under this clause or otherwise over any mxxx currently in use by the Trust or its other funds. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Trust and the relevant Fund shall cease to use the Advisor Works Adviser Names and any other name connected with the AdvisorAdviser. and; Schedule A of the Advisory Agreement is hereby amended as follows: SCHEDULE A Series of Series Portfolios Trust Annual Fee Rate as a Percentage of Average Daily Net Assets Date of Added to Investment Advisory Agreement Highmore Managed Volatility Fund 1.80% October 28, 2016 Highmore Sustainable All-Cap Equity Fund 1.25% February 28, 2018 Except to the extent amended hereby, the Advisory Agreement shall remain in full force and effect.

Appears in 1 contract

Samples: Investment Advisory Agreement (Series Portfolios Trust)

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