Use of Licensed Intellectual Property Sample Clauses

Use of Licensed Intellectual Property. Ownership and Registration of Licensed Intellectual Property. Each Member acknowledges that the Licensed Intellectual Property and the ChildFund Alliance Name and Mark are valid, and that the Alliance owns all right, title, and interest in and to the Licensed Intellectual Property and the ChildFund Alliance Name and Mark worldwide, including any registrations or applications relating thereto. All prior, current, and future use of the ChildFund Trademarks and Domain Names, the Licensed Intellectual Property, and the ChildFund Alliance Name and Mark by Member, and all goodwill resulting therefrom, shall inure to the benefit of the Alliance. Each Member shall take no action inconsistent with the Alliance’s ownership of the Licensed Intellectual Property and the ChildFund Alliance Name and ▇▇▇▇. Except as provided in Section 3.1(b) and Section 3.1(c) below, each Member shall not apply for any registrations of the Licensed Intellectual Property or the ChildFund Alliance Name and Mark in any jurisdiction. If, notwithstanding the foregoing, a Member has acquired or shall acquire, directly or indirectly, any right, title or interest in or to any of the Licensed Intellectual Property or the ChildFund Alliance Name and Mark, or in any trade name, trademark, service mark, logo, slogan, trade dress, or other indicia of origin similar to any of the ChildFund Trademarks and Domain Names, the Licensed Intellectual Property, or the ChildFund Alliance Name and Mark (including any registrations or applications relating thereto), such Member shall promptly notify the Alliance in writing. If the Alliance and/or any Member desire to register with any governmental authority or agency any of the Licensed Intellectual Property, or the ChildFund Alliance Name and Mark (for the limited purposes set forth in this IP License Agreement), in such Member’s jurisdiction of organization and/or such Member’s Program Country or such Member’s Promotional Country, the Alliance and such Member agree that: The Alliance shall be the owner of all such registered Licensed Intellectual Property and the ChildFund Alliance Name and Mark and all filings shall reflect that the Alliance is the owner; Such Member shall assist and cooperate with the Alliance to facilitate such filings; Such Member shall bear the cost, including without limitation all filing fees and legal counsel expenses incurred by the Alliance, in connection with such filings; and Notwithstanding the foregoing, such Member shall be per...

Use of Licensed Intellectual Property. 6.1 Licensee shall use the Licensed Intellectual Property in accordance with sound trademark and trade name usage principles and in accordance with all applicable laws and regulations as necessary to maintain the validity and enforceability of the Licensed Intellectual Property. Licensee shall not use any Licensed Intellectual Property in any manner which might tarnish, disparage, or reflect adversely on Licensor or the Licensed Intellectual Property. 6.2 Licensee shall not materially alter the appearance of the Licensed Intellectual Property on Licensed Products or Product Packaging, or in any advertising, marketing, distribution, or sales materials, or any other publicly distributed materials, from the appearance of the Licensed Intellectual Property used by Licensor in connection with the Licensed Products prior to the Closing. 6.3 Licensee acknowledges that its rights to use the Licensed Intellectual Property are nonexclusive. Licensee agrees that it shall cooperate to avoid confusion or conflict arising out of Licensor's simultaneous use of the Licensed Intellectual Property, and to resolve any such conflicts to the satisfaction of Licensor.

Use of Licensed Intellectual Property. Licensee may use the Licensed Intellectual Property in the same or substantially the same form and manner and with such trade dress as used by Licensor or its predecessors in interest (or their respective Affiliates) in the Licensed Territory prior to the Effective Date without any approval from Licensor being required. Licensee shall further have the right to modify the form and manner of its use of the Licensed Intellectual Property without approval from Licensor being required, provided that such modifications are not reasonably likely to violate the quality control provisions set forth in Section 3.1. In the event that Licensee proposes to use a new Trademark for a particular Product that will be marketed and sold using the TUPPERWARE brand, Licensee will submit such proposed new Trademark to Licensor for Licensor’s prior written approval. Licensor’s approval of the proposed new Trademark shall be deemed granted unless Licensor notifies Licensee of its disapproval and its reasons therefor within ten (10) Business Days after receipt of such notice.

Use of Licensed Intellectual Property