TUBE & WIRE CO., LTD. AND STAR CHINA AGREE TO
PERIODICALLY DISCUSS AND MUTUALLY AGREE IN WRITING AS TO THE NAME AND/OR
TRADEMARKS TO USE ON TUBULAR PRODUCTS AND OTHER PRODUCTS WHICH MAY BE
MANUFACTURED BY VALIN MPM FOR DISTRIBUTION AND SALE OUTSIDE OF NORTH AMERICAN
AND CHINA.
2.4.
VALIN MPM HAS NO RIGHT TO PERMIT OR LICENSE ANY THIRD PARTY TO USE
THE MARKS.
ALL RIGHTS TO THE MARKS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY
LONE STAR.
THE LICENSES GRANTED HEREIN DO NOT INCLUDE THE RIGHT TO GRANT
SUBLICENSES.
3.
OWNERSHIP OF MARKS.
3.1.
VALIN MPM ACKNOWLEDGES THE OWNERSHIP OF THE MARKS BY LONE STAR OR
ITS AFFILIATE.
VALIN MPM AGREES THAT IT WILL DO NOTHING INCONSISTENT WITH SUCH
OWNERSHIP OF LONE STAR
3
OR ITS AFFLIATES.
NEITHER VALIN MPM NOR ANY AFFILIATE OF VALIN MPM MAY FILE ANY
APPLICATION FOR REGISTRATION OF A TRADEMARK OR SERVICE MARK THAT IS CONFUSINGLY
SIMILAR TO THE MARKS IN ENGLISH OR IN CHINESE IN ANY JURISDICTION.
VALIN MPM
AGREES TO ASSIST LONE STAR, AT LONE STAR'S REQUEST, IN RECORDING THIS AGREEMENT
WITH APPROPRIATE GOVERNMENT AUTHORITIES.
VALIN MPM AGREES THAT IT WILL NOT
ATTACK THE TITLE OF LONE STAR TO THE MARKS.
VALIN MPM FURTHER AGREES TO PROVIDE
LONE STAR WITH REASONABLE ASSISTANCE, AT LONE STAR'S REQUEST AND EXPENSE, IN
CONNECTION WITH LONE STAR'S EFFORTS TO REGISTER AND MAINTAIN THE MARKS IN CHINA
AND ANY OTHER COUNTRY IN WHICH THE MARKS ARE REGISTERED OR LONE STAR HAS FILED
APPLICATIONS FOR REGISTRATION.
NOTHING IN THIS AGREEMENT SHALL GRANT VALIN MPM
THE EXCLUSIVE RIGHTS TO THE MARKS, OR CONSTITUTE A SALE OR TRANSFER OF THE MARKS
TO VALIN MPM.
NO OTHER RIGHTS TO USE THE MARKS ARE GRANTED TO VALIN MPM
HEREUNDER APART FROM THE RIGHTS TO USE THE MARKS THAT ARE EXPRESSLY GRANTED
ACCORDING TO THIS AGREEMENT.
3.2.
LONE STAR ACKNOWLEDGES THAT, AS BETWEEN THE PARTIES, VALIN MPM IS
THE OWNER OF ALL RIGHT, TITLE AND INTEREST IN AND TO THE MARKS AND NAMES "HVST"
AND "HVST SEAMLESS" (THE "VALIN MARKS"), AND NO LICENSE IS GRANTED TO LONE STAR
OR ANY OF ITS AFFILIATES TO USE ANY OF THE VALIN MARKS.
ALL GOODWILL AND
IMPROVED REPUTATION GENERATED BY THE USE OF THE VALIN MARKS (EITHER ALONE OR AS
PART OF A COMPOSITE MARK) SHALL INURE SOLELY TO THE BENEFIT OF VALIN MPM.
LONE
STAR SHALL NOT TAKE ANY ACTION THAT INFRINGES, DILUTES, TARNISHES, DEGRADES,
DISPARAGES OR REFLECTS ADVERSELY ON THE VALIN MARKS OR THE REPUTATION OR
GOODWILL OF VALIN MPM.
LONE STAR SHALL NOT MAKE ANY CLAIM OR TAKE ANY ACTION
ADVERSE TO VALIN MPM'S OWNERSHIP OF OR INTEREST IN THE VALIN MARKS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, LONE STAR SHALL NOT ATTEMPT TO
REGISTER ANY VALIN MARK OR ANY MARK CONFUSINGLY SIMILAR THERETO IN ANY
JURISDICTION.
4.
ROYALTY.
No royalty shall be payable by Valin MPM to Lone Star or its Affiliates for
Valin MPM's use of the Marks.
For the avoidance of doubt, no license other than the