5.1 The Provider grants to the Partner a non-exclusive licence to use the Provider Trade Marks in the Territory during the Term for the purposes (and only for the purposes) of marketing.
5.2 The Partner must not sub-license the rights granted in Clause 5.1 without the prior written consent of the Provider. Any sub-licence of the Provider Trade Marks shall automatically terminate upon the termination of this Agreement.
5.3 The Partner must ensure that all uses of the Provider Trade Marks will be in accordance with any style guide provided or made available by the Provider to the Partner.
5.4 The Partner shall ensure that all instances of the use of the Provider Trade Marks will be of a reasonable professional standard.
5.5 The Partner shall ensure that:
(a) the (R) symbol will always be used in conjunction with the registered Provider Trade Marks; and
(b) the TM symbol will always be used in conjunction with the unregistered Provider Trade Marks.
5.6 Notwithstanding any other provision of this Agreement, the Partner must not use the Provider Trade Marks in any way that will or may:
(a) invalidate or lead to the revocation of or otherwise jeopardise any registered trade mark protection benefiting the Provider Trade Marks;
(b) assist with any application to cancel or invalidate any registered Provider Trade Mark or any opposition to any application by the Provider to register any Provider Trade Mark;
(c) cause harm to the goodwill attaching to any of the Provider Trade Marks;
(d) prejudice the right or title of the Provider to the Provider Trade Marks; or
(e) bring the Provider or any Provider Trade Mark into disrepute.
5.7 Save as expressly permitted by this Agreement or with the Provider's written authorisation, the Partner must not, during the Term, use,
register or apply to register any trade mark, service mark, logo, sign, business name, company name or domain name that is identical or confusingly similar to any Provider Trade Mark.
5.8 All goodwill arising as a result of, or in relation to, the use of the Provider Trade Marks will accrue exclusively to the Provider.
5.9 Following receipt of a written request from the Provider to do so, the Partner shall promptly execute any document that is reasonably required to enable the Provider to register,
record or protect its rights in the Provider Trade Marks, and shall provide reasonable assistance to the Provider in relation to any application to register a Provider Trade Mark,
or in relation to the maintenance of any Provider Trade Mark registration.
5.10 Notwithstanding the restrictions in this Agreement on the use of the Provider Trade Marks outside the Territory, the Partner may use the Provider Trade Marks as part of the Partner's
website addresses and email addresses, providing that such use does not breach any other restriction in this Agreement.
5.11 If the Provider considers that a use of the Provider Trade Marks by the Partner breaches the provisions of this Clause 5 or is otherwise undesirable,
the Provider may issue a notice to the Partner requesting that such usage cease, and the Partner must ensure that such usage will cease within 5 Business Days] following receipt of such a notice.
5.12 The Partner shall promptly comply with all reasonable written requests made by the Provider concerning the use of the Provider Trade Marks.
5.13 In respect of each public use of the Provider Trade Marks, the Partner must identify the Provider as the owner of the Provider Trade Marks using a form of acknowledgement to be agreed by the parties acting reasonably.
5.14 The Provider shall not during the Term, without the prior written consent of the Partner, assign or transfer any Provider Trade Marks or any rights in any Provider Trade Marks to any third party.
5.15 The Partner will not by virtue of this Agreement obtain or claim any right, title or interest in or to the Provider Trade Marks except as expressly set out in this Agreement.
5.16 In case of termination of this Agreement, the Partner must cease to use the Provider Trade Marks and must:
(a) remove or permanently obscure Provider Trade Marks that appear on any works and materials in the possession or control of the Partner; and
(b) to the extent that neither removal nor permanent obscuring is practicable, deliver to the Provider or destroy (as the Provider shall determine) all those works and materials in the possession or control of the Partner on which the Provider Trade Marks appear.