Outbound Licenses Clause Samples
The Outbound Licenses clause defines the terms under which a party grants licenses to third parties for the use of its intellectual property. Typically, this clause outlines the scope, duration, and limitations of such licenses, specifying what rights are being granted, to whom, and under what conditions. For example, it may allow a company to sublicense software to customers or partners, subject to certain restrictions. The core function of this clause is to clearly establish the boundaries and permissions for distributing or sublicensing intellectual property, thereby preventing unauthorized use and ensuring all parties understand their rights and obligations.
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Outbound Licenses. Part 2.7(d) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Seller IP. The Seller is not bound by, and no Seller IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.
Outbound Licenses. Each Obligor will not enter into or become bound by any outbound license or agreement for use of such Obligor’s Intellectual Property unless such outbound license or agreement is a Permitted License.
Outbound Licenses. It will not, and will not permit any of its Subsidiaries to, enter into or become bound by any outbound license or agreement unless such outbound license or agreement is a Permitted License.
Outbound Licenses. The Obligors shall not, and shall not permit any of their Subsidiaries to, enter into or become or remain bound by any outbound license, including any collaboration or development agreement, of Intellectual Property of any Obligor or any of its Subsidiaries other than Permitted Licenses.
Outbound Licenses. (i) Section 3.11(c)(i) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, in or to, or otherwise has received or acquired any right, title or interest (whether or not currently exercisable and including a right to receive a license) in, or any embodiment of, any Acquired Company IP or which otherwise limits or restricts the ability of any Acquired Company to assert or enforce any Acquired Company IP, except, for listing purposes only, (A) standard Company Contracts, (B) all customer agreements on the Acquired Company’s form of customer agreement, which has not been modified in a material way, or (C) implied licenses in any non-disclosure agreements (collectively, including those falling within clauses (A) through (C) above, the “Outbound Licenses”).
(ii) No Acquired Company is bound by, and no Acquired Company IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of any Acquired Company to assert, enforce, use, distribute, sell or otherwise exploit any Acquired Company IP or any Company Product anywhere in the world. (d) Acquired Company IP Contract. No Acquired Company is in material default under or in material breach of any Acquired Company IP Contract. No event has occurred, and no circumstance or condition exists, that, with notice, the passage of time or both, will or could reasonably be expected to: (i) constitute a material default under, or result in a material violation or material breach by any Acquired Company of, any provision of any Acquired Company IP Contract; or (ii) give any Person the right to declare a material default or exercise any remedy under any Acquired Company IP Contract. None of the Acquired Companies has received any notice of a default, alleged failure to perform or any offset or counterclaim with respect to any Acquired Company IP Contract that has not been fully remedied and withdrawn. (e) Standard Form Acquired Company IP Contracts. The Company has Made Available to Purchaser an accurate and complete copy of each standard form of Acquired Company IP Contract used by any Acquired Company at any time, including each standard form of: (i) end-user license agreement, subscription agreement, terms of use or service, support agreement, maintenance agreement, statement of work or other end-customer agreement (each, a “▇▇▇▇”); (ii) employee, consulting, development, or independent contra...
Outbound Licenses. Part 2.9(d)(i) of the Company Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Company IP other than (i) non-exclusive object code software licenses, (ii) non-exclusive service Contracts, (iii) development Contracts, and (iv) distributor or reseller Contracts; each entered into in the ordinary course of business pursuant to the Acquired Corporation’s standard form of end user Contract, without material deviation thereof, the standard form of which has been provided to Parent. Except for the Contracts set forth in Part 2.9(d)(ii) of the Company Disclosure Schedule, none of the Acquired Corporations are bound by, and no Company IP is subject to, any Contract containing any covenant or other provision that in any way materially limits or restricts the ability of any of the Acquired Corporations to use, exploit, assert, or enforce any Company IP anywhere in the world.
Outbound Licenses. The Obligors shall not, and shall not permit any of their Subsidiaries to, enter into or become bound by any agreement granting any third party a license under any Material Intellectual Property (other than exclusive manufacturing supply agreements) of any Obligor or any of its Subsidiaries unless: (i) such outbound license has been entered into on an arm’s-length basis, on commercially reasonable terms and in the ordinary course of business, (ii) such outbound license is entered into for the purpose of Commercialization and Development Activities with respect to any Product, (iii) subject to the terms of any non-disturbance or similar agreements described in Section 9.18(b) below, and solely to the extent that the Material Intellectual Property that is subject to such license constitutes Collateral, (x) such license, by its terms, does not adversely affect in any material respect the Lien and security interest of the Agent (for benefit of the Secured Parties) granted under the Loan Documents or any rights or remedies of the Agent or Secured Parties in respect thereof, and (y) such outbound license does not prohibit or restrict the transfer of any such rights, assets or property, including any Material Intellectual Property, in connection with the sale of all or substantially all such rights, assets or property to which such license relates, (iv) such outbound license is not perpetual (except in the event of the expiration of the royalty term for such license at any time within twenty-four (24) months prior to the end of the stated termination date of such license) and (v) such outbound license is not an Exclusive License unless such Exclusive License is solely in jurisdictions other than the United States and any of its territories.
Outbound Licenses. Part 2.12(d) of the Company Disclosure Schedule accurately identifies each Contract pursuant to which the Company has granted to any Person any license under or other interest in (whether or not currently exercisable), any Company IP. The Company is not bound by, and no Company IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Company to use, exploit, assert, or enforce any Company IP anywhere in the world.
Outbound Licenses. Except as disclosed on Schedule 9.13(b), no Obligor will, nor will it permit any of its Subsidiaries to, become or remain bound by any outbound license of Material Intellectual Property unless such outbound license (i) is duly authorized by the Borrower in accordance with its customary internal approval process for outbound licenses and is entered into on an arm’s-length basis and in the ordinary course of business, (ii) is entered into for the purpose of Product Development and Commercialization Activities with respect to a Product, (iii) does not otherwise constitute an Asset Sale prohibited under Section 9.09, (iv) to the extent such Material Intellectual Property subject to such outbound license constitutes Collateral, does not impair the Secured Parties from fully exercising their rights under any of the Loan Documents in the event of a disposition or liquidation (including in connection with a foreclosure) of such Intellectual Property upon the exercise of remedies, (v) is not an exclusive license (whether as to use, geography or otherwise), and (vi) is not perpetual.
Outbound Licenses. The Obligors shall not, and shall not permit any of its Subsidiaries to, enter into or become or remain bound by any outbound license of Intellectual Property unless such outbound license: (i) has been entered into on an arm’s-length basis, on commercially reasonable terms and in the ordinary course of business, (ii) is entered into for the purpose of Product Commercialization and Development Activities with respect to a Product, and (iii) subject to the terms of any customary non-disturbance or similar agreement relating to such license, to the extent such Intellectual Property constitutes Collateral, the terms of such license do not impair the Administrative Agent or the Lenders from fully exercising their rights under any of the Loan Documents in the event of a disposition or liquidation (including in connection with a foreclosure so long as any transfer of ownership is made subject to such license) of the rights, assets or property that is the subject of such license.