Common use of IP License Clause in Contracts

IP License. ABC hereby grants Service Provider a limited, non-exclusive, revocable, non-sublicensable and non-transferable (other than in accordance with Section 16) right to use (i) the Deliverables and (ii) ABC’s trademarks, logos, trade names, and other identifying marks (“ABC Marks” and together with the Deliverables, “ABC Intellectual Property”) during the Term solely to fulfill its obligations hereunder. All such uses are subject to ABC’s prior written approval (email approval shall suffice) in each instance, not to be unreasonably withheld and any use of the ABC Marks must be in accordance with any usage guidelines that ABC may provide from time to time. For clarity and without limitation on the foregoing, Service Provider acknowledges and agrees that it is not acquiring any ownership or other rights in or to any ABC Intellectual Property, other than the limited license expressly granted herein. Service Provider may not use any ABC Mark in a domain name or on any social media account without ABC’s prior written approval (email approval shall suffice). Any right and goodwill that exists or may develop in any of the ABC Intellectual Property is and shall at all times remain the sole and exclusive property of ABC. Service Provider agrees not to contest the rights of ABC to any of the ABC Intellectual Property or to directly or indirectly register, attempt to register, license, otherwise use or claim any rights in any ABC Intellectual Property; or to directly or indirectly register, attempt to register, license, otherwise use or claim any rights in any of the foregoing. Service Provider will not, either during or after the Term of this Agreement, directly or indirectly contest the validity or enforceability of ABC’s rights in any of the ABC Intellectual Property, or use the ABC Intellectual Property or do anything to aid or assist any other party to do anything which would infringe upon, harm or contest the rights of ABC in any of the ABC Intellectual Property or any other mark or name which incorporates or is substantially similar to any ABC Intellectual Property. Service Provider will use all commercially practicable efforts to assist and co- operate with ABC in protecting, enforcing and prosecuting the ownership rights of ABC in the ABC Intellectual Property and will notify ABC as soon as reasonably possible after becoming aware of any infringement of such rights.

IP License. ABC hereby grants Service Provider a limited, non-exclusive, revocable, non-sublicensable and non-transferable (other than in accordance with Section 16) right to use (i) the Deliverables and (ii) ABC’s trademarks, logos, trade names, and other identifying marks (“ABC Marks” and together with the Deliverables, “ABC Intellectual Property”) during the Term solely to fulfill its obligations hereunder. All such uses are subject to ABC’s prior written approval (email approval shall suffice) in each instance, not to be unreasonably withheld and any use of the ABC Marks must be in accordance with any usage guidelines that ABC may provide from time to time. For clarity and without limitation on the foregoing, Service Provider acknowledges and agrees that it is not acquiring any ownership or other rights in or to any ABC Intellectual Property, other than the limited license expressly granted herein. Service Provider may not use any ABC Mark in a domain name or on any social media account without ABC’s prior written approval (email approval shall suffice). Any right and goodwill that exists or may develop in any of the ABC Intellectual Property is and shall at all times remain the sole and exclusive property of ABC. Service Provider agrees not to contest the rights of ABC to any of the ABC Intellectual Property or to directly or indirectly register, attempt to register, license, otherwise use or claim any rights in any ABC Intellectual Property; or to directly or indirectly register, attempt to register, license, otherwise use or claim any rights in any of the foregoing. Service Provider will not, either during or after the Term of this Agreement, directly or indirectly contest the validity or enforceability of ABC’s rights in any of the ABC Intellectual Property, or use the ABC Intellectual Property or do anything to aid or assist any other party to do anything which would infringe upon, harm or contest the rights of ABC in any of the ABC Intellectual Property or any other mark or name which incorporates or is substantially similar to any ABC Intellectual Property. Service Provider will use all commercially practicable efforts to assist and co- co-operate with ABC in protecting, enforcing and prosecuting the ownership rights of ABC in the ABC Intellectual Property and will notify ABC as soon as reasonably possible after becoming aware of any infringement of such rights.