Article 14. Use of Proprietary Marks
14.1. ERDI hereby warrants and represents that ERDI is the owner of all right, title, and interest in the trade mark[●], service mark and any other mark, copyright and patent in connection with the Biogas System (“ERDI’s IP”) as set out in SCHEDULE Band hereby grant a non-exclusive, irrevocable, royalty-freelicencesfor the use of ERDI’s IP to SSC subject to the terms set out herein.
14.2. With respect to the licensed use of the ERDI’s IP, SSC covenants that:
14.2.1. SSC shall only use the ERDI’s IP as are designed in writing by ERDI and shall use them only in the manner authorized and permitted by ERDI.
14.2.2. SSC shall use ERDI’s IP only for the operation of the Biogas Plant at the location authorized hereunder or in advertising for the Biogas Plant conducted at such location.
Any other use is prohibited unless the express written consent is obtained from ERDI.Violation of this Article constitutes breach of the Agreement, ERDI can immediately terminate the Agreement without prejudice to all other rights it may have under the Agreement and the applicable laws.
14.2.3. SSCshall not use the Proprietary Marks as part of its corporate or other legal name.
14.2.4. SSC shall execute any documents deemed necessary by ERDI to obtain protection for the Proprietary marks or to maintain their continued validity and enforceability.
14.2.5. In the event that litigation involving ERDI’s IP is instituted or threatened against SSC, SSCshall promptly notify ERDI and shall cooperate fully with ERDI in defending or settling such litigation. ERDI shall defend and hold SSC harmless from any claims of infringement for the use of ERDI’s IP, provided that SSC promptly gives written notice to ERDI and tenders the full defense of such claim to ERDI. ERDI shall have the complete control and direction of any such legal action, including the settlement thereof, without providing notice to SSC and shall bear all cost of defense of any such claim or suit.
14.2.6. SSC will not register, as internet domain names, any of ERDI’s IP now or hereafter owned by ERDI or any abbreviation, acronym or variation of ERDI’s IP, or any other name that could be deemed confusingly similar.
14.3. SSC understands that its use of ERDI’s IP under this Agreement does not give SSC any ownership interest or other interest in the ERDI’s IP or the Biogas System, except the non-exclusive license granted herein.
14.4. In the event ERDI makes improvements to the ERDI’s IP during the term of this Agreement, such improvements (registered or otherwise), shall form part of the ERDI’s IP licensed to SSC under this Article.