(a) (Ownership of Brand and Trade Marks): Notwithstanding any other provision of any State Project Document, Project Co acknowledges and agrees that the State owns the legal and beneficial right, title and interest in the Intellectual Property Rights in the Brand and the Trade Marks.
(b) (Assignment): To the extent that any right, title or interest in the Intellectual Property Rights in the Brand or Trade Marks vests in Project Co or any Project Co Associate, Project Co assigns, and will procure that the Project Co Associates assign, such right, title and interest on its creation to the State.
(c) (Registration of Trade Marks and Domain Names): Project Co must do all things necessary (including executing documents) and provide the State with all such assistance as is reasonably required by the State to register the Trade Marks and the Domain Names in the name of the State and to maintain that registration throughout the Term.
(d) (Identifying Trade Marks): Project Co must ensure that where the Trade Marks appear in any written material (including any electronic material) published by or on behalf of Project Co, unless otherwise authorised by the State:
(i) the Trade Marks must appear with the ® or the TM. symbol (as appropriate); and
(ii) the Trade Marks must be accompanied by the following footnote:
The [insert trade mark] trade mark is used by Project Co under licence from the State of Victoria.
(e) (Prejudice the State): Project Co must not use the Trade Marks in a manner which is prejudicial to the State or likely to prejudice the distinctiveness of the Trade Marks or the validity of any registration for the Trade Marks.
(f) (Requirements regarding use): The State may from time to time during the Term impose in writing, reasonable requirements regarding the use of the Trade Marks, and Project Co must comply with those requirements.
(g) (Standards, directions and specifications): Project Co must comply with any standards, directions and specifications notified in writing by the State from time to time during the Term as to the appearance, colour, size and positioning of the Trade Marks and the footnote referred to in section 2.17(d)(ii).
(h) (Juxtaposition): Project Co must not at any time during the Term use the Trade Marks in juxtaposition to any other trade mark, embellishment or device without the prior written consent of the State.
(i) (Project Co obligations): Project Co will:
(i) if requested by the State, take all necessary action and execute and deliver to the State all necessary documents and instruments to record Project Co as a registered user of the Trade Marks;
(ii) if requested by the State, submit to the State, samples of all materials (including all advertisements, promotions and other marketing material) which incorporate the Trade Marks for the State's prior written approval;
(iii) except to the extent expressly permitted by this Deed, not use or apply to register the Trade Marks as part of its corporate, business, trading or domain name;
(iv) not directly or indirectly contest or oppose or assist any other party to contest or oppose the State's ownership of the Trade Marks; and
(v) not register or use any trade mark or trade name which is substantially identical or deceptively similar to the Trade Marks.
(j) (Goodwill): Any and all goodwill attaching (now or in the future) to the Trade Marks as a result of use of the Trade Marks by or on behalf of or under licence from the State is and shall remain the property of and enure to the State, and Project Co will not obtain any rights in or to the Trade Marks.
(k) (Infringement or unauthorised use): If, during the Term, Project Co becomes aware of any infringement or unauthorised use of, act inconsistent with, challenge to or Claim against or in relation to any of the Trade Marks, Project Co must promptly notify the State.
(l) (Legal proceedings): The State will have the conduct of all proceedings relating to any infringement or unauthorised use of, act inconsistent with, challenge to or Claim against or in relation to any of the Trade Marks and will in its sole discretion decide what action (if any) to take in respect of that matter. Project Co must, at the State's reasonable cost, take any action which the State reasonably requests to bring the matter to an end.
(m) (Telecommunication): Project Co shall upon termination or expiry of this Deed procure that all telephone numbers, email addresses and all other electronic addresses which are designated by Project Co for use by the general public to make contact with Project Co in relation to the Project using a telecommunication network be transferred to the State.