Mark. ▇. ▇▇▇ensor acknowledges and agrees to the following: (i) Cellemetry is the owner of all right, title, and interest in and to the Mark, ▇▇d (ii) Licensor is a wholly-owned indirect subsidiary of Cellemetry, and Cellemetry controls the manner of use of the Mark ▇▇▇er the related company doctrine of federal trademark law and, accordingly, Licensor has been authorized by Cellemetry to enter into this Agreement. B. With respect to Licensee's use of the Mark ▇▇▇suant to this Agreement, Licensee acknowledges and agrees to the following: 1. Licensee shall use only the Mark ▇▇▇ignated by Licensor and shall use it only in the manner authorized and permitted by Licensor, and only in accordance with the written and graphic guidelines provided for the correct reproduction, application and presentation of the Mark. 2. Licensee shall use the Mark ▇▇▇y in connection with the conduct of the Business in the Territory. 3. Licensee shall identify Cellemetry as the owner of the Mark ▇▇ conjunction with all uses of the Mark ▇▇▇ shall place such notices on the Mark ▇▇ are prescribed by Cellemetry. 4. Licensee shall have no right to sublicense the Mark ▇▇ any other person or entity. 5. Licensee's right to use the Mark ▇▇ limited to the uses authorized under this Agreement, and any unauthorized use constitutes an infringement of Licensor's and Cellemetry's rights. 6. Licensee shall not use the Mark ▇▇ part of its legal name or its commercial trade name or in conjunction with any services provided by Licensee except as provided herein. 7. Licensor and its subsidiaries make no warranties regarding ownership of any rights in or the validity of said Mark. 8. Licensor shall have the sole authority to conduct the defense at Licensor's expense of any suit brought against Licensee claiming that the Mark ▇▇▇ringes the trademark or trade name rights of a third party and to settle any such claim or suit. Licensor shall have the sole right to engage in infringement or unfair competition proceedings involving the Mark. ▇▇censee shall promptly notify Licensor of the particulars of any suit or claim brought against Licensee based on its use of the Mark ▇▇▇ of any suspected infringement of or challenge to the validity, registration, or Licensor's ownership of the Mark ▇▇▇ch occurs in the Territory, or elsewhere, should the Licensee become aware. Licensor may, in its sole discretion, institute or defend proceedings as it shall deem fit. If Licensor or Cellemetry undertake the prosecution or defense of any litigation relating to the Mark, ▇▇censee agrees to execute any and all documents and to do whatever acts and things as may, in the opinion of counsel for Licensor or Cellemetry, be necessary or advisable to carry out the prosecution or defense, at Licensor's
Appears in 2 contracts
Sources: Marketing Agreement (Highwaymaster Communications Inc), Marketing Agreement (Highwaymaster Communications Inc)
Mark. ▇. ▇▇▇ensor Licensor acknowledges and agrees to the following: (i) Cellemetry is the owner of all right, title, and interest in and to the Mark, ▇▇d (ii) Licensor is a wholly-owned indirect subsidiary of Cellemetry, and Cellemetry controls the manner of use of the Mark ▇▇▇er the related company doctrine of federal trademark law and, accordingly, Licensor has been authorized by Cellemetry to enter into this Agreement.
B. With respect to Licensee's use of the Mark ▇▇▇suant to this Agreement, Licensee acknowledges and agrees to the following:
1. Licensee shall use only the Mark ▇▇▇ignated by Licensor and shall use it only in the manner authorized and permitted by Licensor, and only in accordance with the written and graphic guidelines provided for the correct reproduction, application and presentation of the Mark.
2. Licensee shall use the Mark ▇▇▇y in connection with the conduct of the Business in the Territory.
3. Licensee shall identify Cellemetry as the owner of the Mark ▇▇ conjunction with all uses of the Mark ▇▇▇ shall place such notices on the Mark ▇▇ are prescribed by Cellemetry.
4. Licensee shall have no right to sublicense the Mark ▇▇ any other person or entity.
5. Licensee's right to use the Mark ▇▇ limited to the uses authorized under this Agreement, and any unauthorized use constitutes an infringement of Licensor's and Cellemetry's rights.
6. Licensee shall not use the Mark ▇▇ part of its legal name or its commercial trade name or in conjunction with any services provided by Licensee except as provided herein.
7. Licensor and its subsidiaries make no warranties regarding ownership of any rights in or the validity of said Mark.
8. Licensor shall have the sole authority to conduct the defense at Licensor's expense of any suit brought against Licensee claiming that the Mark ▇▇▇ringes the trademark or trade name rights of a third party and to settle any such claim or suit. Licensor shall have the sole right to engage in infringement or unfair competition proceedings involving the Mark. ▇▇censee shall promptly notify Licensor of the particulars of any suit or claim brought against Licensee based on its use of the Mark ▇▇▇ of any suspected infringement of or challenge to the validity, registration, or Licensor's ownership of the Mark ▇▇▇ch occurs in the Territory, or elsewhere, should the Licensee become aware. Licensor may, in its sole discretion, institute or defend proceedings as it shall deem fit. If Licensor or Cellemetry undertake the prosecution or defense of any litigation relating to the Mark, ▇▇censee agrees to execute any and all documents and to do whatever acts and things as may, in the opinion of counsel for Licensor or Cellemetry, be necessary or advisable to carry out the prosecution or defense, at Licensor's
Appears in 1 contract
Sources: Marketing Agreement (Highwaymaster Communications Inc)