WeightWatchers 2015 Annual Report Download - page 142

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7
j
oint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any
other capacity whatsoever), shall engage in (or induce or solicit any third party to engage in), any Weight Management
Products other than the Wei
g
ht Watchers Pro
g
rams.
5.
N
on-Dispara
g
ement; Ownership.
5.1
N
on-Disparagemen
t
. Each Party acknowledges the value and goodwill associated with the other Party’s Marks and
agrees that it will use and refer to the other Party’s Marks in a manner designed to protect and enhance the reputation
and integrity of such Marks and, as applicable, the OW Image. Each Party shall not exercise the rights granted under
this Agreement in any manner that would dilute, denigrate or otherwise diminish the value, the goodwill or the
reputation associated with the other Party’s Marks or, as applicable, the OW Image. No Party will make any statements
or comments of a defamatory or disparaging nature to third parties regarding the other Party or its officers, directors,
personnel, shareholders, services or products. To the extent any rights in and to the either Party’s Marks are deemed to
accrue to the other Party, as a matter of law or otherwise, each Party hereby assigns any and all such rights in and to the
other Party’s Marks, at such time as they may be deemed to accrue, including all related goodwill, to the other Party, as
applicable.
5.2 Ownership of the WW Marks. OW acknowledges and agrees that WW owns exclusively all of the intellectual property
rights and all other right, title and interest in and to the WW Marks and the goodwill pertaining thereto, and that all
rights, including any ownership interests, accruing from use by OW (or any of its designees) accrues exclusively to
WW. OW agrees that it shall not, at any time during the Term of this Agreement or after its expiration or termination,
contest the validity of WW’s ownership of or ability to control the WW Marks. OW acknowledges and agrees that its
right to use the WW Marks derives solely from this Agreement and is limited to the uses expressly permitted hereunder,
all solely pursuant to and in compliance with this Agreement, and that OW will not obtain any additional right, title or
interest in or to an
y
of the WW Marks b
y
reason of its licensed use.
5.3 Ownership of the Oprah Marks. WW acknowledges and agrees that OW ( or its related entities) owns exclusively all of
the intellectual property rights and all other right, title and interest in and to the Oprah Marks and the goodwill
pertaining thereto, and that all rights, including any ownership interests, accruing from use by WW (or any of its
designees, including direct and indirect subsidiaries) accrues exclusively to OW ( or its related entities). WW agrees that
it shall not, at any time during the Term of this Agreement or after its expiration or termination, contest the validity of
OW’s or its related entities’ ownership of or ability to control the Oprah Marks. WW acknowledges and agrees that its
right to use the Oprah Marks derives solely from this Agreement and is limited to the uses expressly permitted
hereunder, all solely pursuant to and in compliance with this Agreement, and that WW will not obtain any additional
ri
g
ht, title or interest in or to an
y
of the Oprah Marks b
y
reason of its licensed use.