Common use of Ownership of Designs Clause in Contracts

Ownership of Designs. All right, title and interest in and to all samples, sketches, designs uniquely associated with the Trademarks, packaging and other materials created or used in connection with the development or manufacture of the Licensed Products, whether created by Sweetface, by Licensee, or by third parties, including any modifications or improvements thereto, are the exclusive property of Sweetface; and this Agreement constitutes an assignment by Licensee to Sweetface of such rights, to the extent they are not already the property of Sweetface, and are sublicensed hereunder solely and exclusively for use in connection with the manufacture and distribution of Licensed Products in the Territory; provided however, that nothing herein shall prevent, interfere with, limit, or impair Licensee's rights (or those of its Affiliates) to use and continue to use all those designs, styling and fabrication elements that originate with Licensee, are common to other products of the same type, common in the industry, not proprietary to any person or entity, or common to other brands or products of Licensee. Sweetface may use and permit others to use said designs and other materials in any manner it desires, provided that such use does not conflict with any rights that Sweetface is granting to Licensee hereunder or that Licensee retains hereunder. Licensee will place appropriate notices, reflecting ownership of the Trademarks and all graphics associated therein by Sweetface, on all Licensed Products, Labels and advertising and promotional materials. Licensee will not do or allow to be done anything that may adversely affect any of Sweetface's design rights. Licensee must disclose and freely make available to Sweetface any and all developments or improvements it may use in connection with Licensed Products and to their manufacture, promotion and sales, including, without limitation, developments and improvements in any machine, process or product design, that may be disclosed or suggested by Sweetface or regarding any patent or trademark that Licensee is entitled to utilize, so that Sweetface may, upon expiration or termination hereof, authorize its new licensee to manufacture the same Licensed Products as Licensee had manufactured.

Appears in 1 contract

Samples: Sublicense Agreement (Warnaco Group Inc /De/)

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Ownership of Designs. All right, title and interest in and to all samples, sketches, designs uniquely associated with the Trademarksdesigns, packaging and other materials materials, whether created by Hilfiger or created by Licensee or by third parties (and, if created by Licensee or by third parties, used on or as part of or in connection with the development or manufacture of the Licensed Products, whether created by Sweetface, by Licensee, or by third parties), including any modifications or improvements thereto, are the exclusive property of Sweetface; Hilfiger and this Agreement constitutes an assignment by Licensee to Sweetface Hilfiger of such rights, to the extent they are not already the property of SweetfaceHilfiger, and are sublicensed licensed hereunder solely and exclusively for use in connection with the manufacture and distribution of Licensed Products in the Territory; provided . Provided, however, that nothing herein notwithstanding anything to the contrary contained herein, Hilfiger shall preventnot have any exclusive right, interfere with, limit, title or impair Licensee's rights (interest in or those of its Affiliates) to use and continue to use all those designs, styling and fabrication elements that originate with Licensee, are common to other products of the same type, common in the industry, not proprietary to any person such samples, sketches, designs or entity, other materials that were previously used by Licensee or common to by any third party on or as part of watches or clocks other brands or products of Licenseethan the Licensed Products. Sweetface Hilfiger may use and permit others to use said designs and other materials in any manner it desires, provided that such use does not conflict with any rights that Sweetface Hilfiger is granting to Licensee hereunder or that Licensee retains hereunder. Licensee will specifically acknowledges that such designs and other materials may be used by Hilfiger and other licensees on Licensed Products in jurisdictions outside the Territory and on products other than Licensed Products anywhere in the world. Licensee will, if requested by Hilfiger and if reasonably possible, place appropriate notices, reflecting ownership of the Trademarks and all graphics associated therein design rights by SweetfaceHilfiger, on all Licensed Products, Labels and advertising and promotional materials. Licensee will not do or allow to be done anything that may adversely affect any of SweetfaceHilfiger's design rights. Licensee must disclose and freely make available to Sweetface Hilfiger any and all developments or improvements it may use in connection with Licensed Products and make relating to their the manufacture, promotion and salessales of the Licensed Products, including, without limitation, developments and improvements in any machine, process or product design, that may be disclosed or suggested by Sweetface Hilfiger or regarding any patent or trademark that Licensee is entitled to utilize, so that Sweetface may, upon expiration or termination hereof, authorize its new licensee to manufacture the same Licensed Products as Licensee had manufactured.

Appears in 1 contract

Samples: License Agreement (Movado Group Inc)

Ownership of Designs. All right, title and interest interest, including copyright and goodwill, in and to all unique and legally protectable samples, sketches, designs uniquely associated with the Trademarksdesigns, packaging and other materials created or used in connection with the development or manufacture of the Licensed Productsmaterials, whether created hereunder by SweetfaceLicensor, by Licensee, or by third partiesparties (and, if created by Licensee or by any third party, used on or as part of or in connection with Licensed Products), including any modifications or improvements thereto, are the exclusive property of SweetfaceLicensor or its Affiliates; and this Agreement constitutes an assignment by Licensee to Sweetface Licensor of such rights, to the extent they are not already the property of SweetfaceLicensor, and are sublicensed licensed hereunder solely and exclusively for use in connection with the manufacture and distribution of Licensed Products in the Territory; provided . Provided, however, that nothing herein notwithstanding anything to the contrary contained herein, Licensor shall preventnot have any exclusive right, interfere with, limit, title or impair Licensee's rights (interest in or those of its Affiliates) to use and continue to use all those designs, styling and fabrication elements that originate with Licensee, are common to other products of the same type, common in the industry, not proprietary to any person such samples, sketches, designs or entity, other materials that were previously used by Licensee or common to by any third party on or as part of watches or clocks other brands or products of Licenseethan the Licensed Products. Sweetface Licensor may use and permit others to use said designs and other materials in any manner it desiresdesires (other than on Licensed Products in the Territory during the Term), provided that such use does not conflict with any rights that Sweetface Licensor is granting to Licensee hereunder or that Licensee retains hereunder. Licensee will specifically acknowledges that such designs and other materials may be used by Licensor and other licensees on Licensed Products in jurisdictions outside the Territory and on products other than Licensed Products anywhere in the world. Licensee shall place appropriate notices, reflecting ownership of the Trademarks and all graphics associated therein such design rights by SweetfaceLicensor, on all Licensed Products, Labels and advertising and promotional materialsmaterials if requested by Licensor in writing on a case by case basis and if Licensee reasonably determines that such placement is practicable. Neither Licensee will not nor any Affiliate or any other person or entity with whom Licensee has a contractual relationship or who is otherwise under Licensee’s control, shall do or allow to be done anything that may adversely affect any of Sweetface's Licensor’s design rights. Licensee must shall disclose and freely make available to Sweetface Licensor any and all developments or improvements it may use in connection with make relating to Licensed Products and to their manufacture, promotion and sales, including, without limitation, developments and improvements in any machine, process or product design, that may be disclosed or suggested by Sweetface Licensor or regarding any patent or trademark that Licensee is entitled to utilize. 6.8 Cost of Designs, so that Sweetface maySamples . Licensee is solely responsible for all product development and associated expenses, upon expiration including costs associated with the preparation and submission of designs to Licensor and all reasonable travel expenses incurred by Licensor in the event Licensor travels to Licensee’s factories or termination hereof, authorize its new licensee to manufacture other facilities as part of the same Licensed Products as Licensee had manufactured.design process. 6.9

Appears in 1 contract

Samples: License Agreement

Ownership of Designs. All right, title and interest interest, including copyright and goodwill, in and to all unique and legally protectable samples, sketches, designs uniquely associated with the Trademarksdesigns, packaging and other materials created or used in connection with the development or manufacture of the Licensed Productsmaterials, whether created hereunder by SweetfaceLicensor, by Licensee, or by third partiesparties (and, if created by Licensee or by any third party, used on or as part of or in connection with Licensed Products), including any modifications or improvements thereto, are the exclusive property of SweetfaceLicensor or its Affiliates; and this Agreement constitutes an assignment by Licensee to Sweetface Licensor of such rights, to the extent they are not already the property of SweetfaceLicensor, and are sublicensed licensed hereunder solely and exclusively for use in connection with the manufacture and distribution of Licensed Products in the Territory; provided . Provided, however, that nothing herein notwithstanding anything to the contrary contained herein, Licensor shall preventnot have any exclusive right, interfere with, limit, title or impair Licensee's rights (interest in or those of its Affiliates) to use and continue to use all those designs, styling and fabrication elements that originate with Licensee, are common to other products of the same type, common in the industry, not proprietary to any person such samples, sketches, designs or entity, other materials that were previously used by Licensee or common to by any third party on or as part of watches or clocks other brands or products of Licenseethan the Licensed Products. Sweetface Licensor may use and permit others to use said designs and other materials in any manner it desiresdesires (other than on Licensed Products in the Territory during the Term), provided that such use does not conflict with any rights that Sweetface Licensor is granting to Licensee hereunder or that Licensee retains hereunder. Licensee will specifically acknowledges that such designs and other materials may be used by Licensor and other licensees on Licensed Products in jurisdictions outside the Territory and on products other than Licensed Products anywhere in the world. Licensee shall place appropriate notices, reflecting ownership of the Trademarks and all graphics associated therein such design rights by SweetfaceLicensor, on all Licensed Products, Labels and advertising and promotional materialsmaterials if requested by Licensor in writing on a case by case basis and if Licensee reasonably determines that such placement is practicable. Neither Licensee will not nor any Affiliate or any other person or entity with whom Licensee has a contractual relationship or who is otherwise under Licensee’s control, shall do or allow to be done anything that may adversely affect any of Sweetface's Licensor’s design rights. Licensee must shall disclose and freely make available to Sweetface Licensor any and all developments or improvements it may use in connection with make relating to Licensed Products and to their manufacture, promotion and sales, including, without limitation, developments and improvements in any machine, process or product design, that may be disclosed or suggested by Sweetface Licensor or regarding any patent or trademark that Licensee is entitled to utilize, so that Sweetface may, upon expiration or termination hereof, authorize its new licensee to manufacture the same Licensed Products as Licensee had manufactured.

Appears in 1 contract

Samples: License Agreement (Movado Group Inc)

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Ownership of Designs. All right, title and interest interest, including copyright and goodwill, in and to all unique and legally protectable samples, sketches, designs uniquely associated with the Trademarksdesigns, packaging and other materials created or used in connection with the development or manufacture of the Licensed Productsmaterials, whether created hereunder by SweetfaceTHL, by Licensee, or by third partiesparties (and, if created by Licensee or by any third party, used on or as part of or in connection with Licensed Products), including any modifications or improvements thereto, are the exclusive property of SweetfaceTHL or its Affiliates; and this Agreement constitutes an assignment by Licensee to Sweetface THL of such rights, to the extent they are not already the property of SweetfaceTHL, and are sublicensed licensed hereunder solely and exclusively for use in connection with the manufacture and distribution of Licensed Products in the Territory; provided however. Notwithstanding the foregoing, THL shall not have any exclusive right, title or interest in or to any samples, sketches, designs or other materials that nothing herein shall prevent, interfere with, limit, were previously used by Licensee or impair Licensee's rights by any third party on or as part of watches or clocks other than in connection with Licensed Products (whether made pursuant to this Agreement or those to a prior agreement with THL or one of its Affiliates) to use and continue to use all those designs, styling and fabrication elements that originate with Licensee, are common to other products of the same type, common in the industry, not proprietary to any person or entity, or common to other brands or products of Licensee). Sweetface THL may use and permit others to use said designs and other materials in any manner it desires, provided that such use does not conflict with any rights that Sweetface THL is granting to Licensee hereunder or that Licensee retains hereunder. Licensee will specifically acknowledges that such designs and other materials may be used by THL and other licensees on Licensed Products in jurisdictions outside the Territory and on products other than Licensed Products anywhere in the world. Licensee shall place appropriate notices, reflecting ownership of the Trademarks and all graphics associated therein such design rights by SweetfaceTHL, on all Licensed Products, Labels and advertising and promotional materialsmaterials if requested by THL in writing on a case by case basis and if Licensee reasonably determines that such placement is practicable. Neither Licensee will not nor any Affiliate or any other person under Licensee’s control, shall do or allow authorize to be done anything that may is reasonably likely to adversely affect any of Sweetface's THL’s design rights. Licensee must shall disclose and freely make available to Sweetface THL any and all developments or improvements it may use in connection with make relating to Licensed Products and to their manufacture, promotion and sales, including, without limitation, developments and improvements in any machine, process or product design, that may be disclosed or suggested by Sweetface THL or regarding any patent or trademark that Licensee is entitled to utilize, so that Sweetface may, upon expiration or termination hereof, authorize its new licensee to manufacture the same Licensed Products as Licensee had manufactured.

Appears in 1 contract

Samples: License Agreement (Movado Group Inc)

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