Common use of Duties of the Parties Clause in Contracts

Duties of the Parties. 2.1. This License pertains solely to the conveyance of certain legal rights set forth in Article 1. NTESS does not undertake any duties or responsibilities under this License, other than those expressly set forth in Article 1 of this License. No technical assistance or labor is transfered or conveyed under this License. 2.2. Licensee shall affix appropriate statutory patent markings, in accordance with 35 U.S.C. 287, or other relevant statutes, to all LICENSED PRODUCTS and all packaging and containers of LICENSED PRODUCTS, identifying patent or other intellectual property protection of such products. Licensee shall modify such markings as NTESS may from time to time direct. 2.3. Licensee shall not, without the express written consent of NTESS, associate or in any way connect any name or trademark of NTESS, SNL, or the GOVERNMENT, including “NTESS”, “National Technology and Engineering Solutions of Sandia, LLC”, “Sandia National Laboratories”, and the SNL Thunderbird Logo, with any LICENSED PRODUCT or any service provided by Licensee or a third party. Licensee may, however, indicate that LICENSED PRODUCT is licensed under license granted by NTESS. 2.4. Licensee shall obtain and maintain product liability insurance sufficient to defend or support issues arising from sales of LICENSED PRODUCT. 2.5. Licensee shall not disclose information relating to or contained in NTESS PATENT APPLICATIONS to any third party without prior written approval of NTESS. Licensee shall limit access to information relating to or contained in NTESS PATENT APPLICATIONS to those employees and contractors who require access for the enjoyments of the rights under this License, and who are obligated in writing to not further disclose the information relating to or contained in NTESS PATENT APPLICATIONS. Upon issuance or publication of any specific NTESS PATENT APPLICATIONS, Licensee’s duty of non-disclosure for information contained in that specific patent application shall terminate. 2.6. Licensee shall not, without the express written consent of NTESS, make any oral or written statements or perform any act indicating that NTESS or SNL endorses or approves, or has endorsed or approved, any LICENSED PRODUCT or any service provided by Licensee or a third party. 2.7. The existence of this License may be disclosed for business purposes by any PARTY.

Duties of the Parties. 2.1. This License pertains solely A. For each restaurant developed hereunder Franchisor shall furnish to Area Developer the conveyance of certain legal rights set forth in Article following: 1. NTESS does not undertake any duties or responsibilities under this License, other than those expressly set forth in Article 1 Such site selection guidelines and consultation as Franchisor may deem advisable; and 2. Such on-site evaluation as Franchisor may deem advisable as part of this License. No technical assistance or labor is transfered or conveyed under this License. 2.2. Licensee shall affix appropriate statutory patent markings, in accordance with 35 U.S.C. 287, or other relevant statutes, to all LICENSED PRODUCTS and all packaging and containers its evaluation of LICENSED PRODUCTS, identifying patent or other intellectual property protection of such products. Licensee shall modify such markings as NTESS may from time to time direct. 2.3. Licensee shall not, without the express written consent of NTESS, associate or in any way connect any name or trademark of NTESS, SNL, or the GOVERNMENT, including “NTESS”, “National Technology and Engineering Solutions of Sandia, LLC”, “Sandia National Laboratories”, and the SNL Thunderbird Logo, with any LICENSED PRODUCT or any service provided by Licensee or a third party. Licensee mayArea Developer’s request for site approval; provided, however, indicate that LICENSED PRODUCT Franchisor shall not provide on-site evaluation for any proposed site prior to Franchisor’s receipt of a complete response to Franchisor’s Site Evaluation Questionnaire, a description of the proposed site and a letter of intent or other evidence satisfactory to the Franchisor which confirm Area Developer’s favorable prospects for obtaining the proposed site, pursuant to Section III.B hereof. If on-site evaluation is licensed under license granted deemed necessary and appropriate by NTESSFranchisor, Franchisor shall conduct up to two (2) on-site evaluations for each restaurant at Franchisor’s cost; for each additional on-site evaluation (if any) Area Developer shall reimburse Franchisor for Franchisor’s reasonable expenses, including, without limitation, the costs of travel, lodging, and food. 2.4B. Area Developer accepts the following obligations: 1. Licensee An Area Developer which is a corporation shall obtain comply, except as otherwise approved in writing by Franchisor, with the following requirements throughout the term of this Agreement: a. Area Developer shall furnish Franchisor with its Articles of Incorporation, Bylaws, other governing documents, any other documents Franchisor may reasonably request, and maintain product liability insurance sufficient to defend or support issues arising from sales of LICENSED PRODUCTany amendments thereto. 2.5b. Area Developer shall confine its activities, and its governing documents, if any, shall at all times provide that its activities are confined, exclusively to the management and operation of the business contemplated hereunder, including the establishment and operation of the restaurants to be developed hereunder. c. Area Developer shall maintain stop transfer instructions against the transfer on its records of any voting securities; and shall issue no certificates for voting securities upon the face of which the following printed legend does not legibly and conspicuously appear: The transfer of this stock is subject to the terms and conditions of a Development Agreement with GOLDEN CORRAL FRANCHISING SYSTEMS, INC. Licensee dated . Reference is made to the provisions of the said Development Agreement and to the Articles and Bylaws of this Corporation. d. Area Developer shall maintain a current list of all owners of record and all beneficial owners of any class of voting stock of Area Developer and shall furnish the list to Franchisor upon request. Such lists shall also include the percentage of ownership of each such owner. 2. If Area Developer is a corporation, each proposed holder of an interest in Area Developer shall submit a franchise application to Franchisor, shall be approved by Franchisor, and shall, upon Franchisor’s request, execute a guarantee of Area Developer’s obligations under this Agreement in a form prescribed by Franchisor; provided, however, that the requirements of this Section V.B. shall not apply to a holder of any corporation registered under the Securities and Exchange Act of 1934. 3. An Area Developer which is a partnership shall comply, except as otherwise approved in writing by Franchisor, with the following requirements throughout the term of this Agreement: a. Area Developer shall furnish Franchisor with its partnership agreement as well as such other documents as Franchisor may reasonably request, and any amendments thereto. b. Area Developer shall prepare and furnish to Franchisor, upon request, a list of all general and limited partners in Area Developer. 4. If Area Developer is a limited liability company, it shall: (i) furnish Franchisor with its articles of organization and operating agreement, as well as such other documents as Franchisor may reasonably request, and any amendments thereto; (ii) prepare and furnish to Franchisor, upon request, a current list of all members and managers in Area Developer; and (iii) maintain stop transfer instructions on its records against the transfer of any equity securities and shall only issue securities which bear a legend, in a form satisfactory to Franchisor, which references the transfer restrictions imposed by this Agreement. 5. Area Developer shall at all times preserve in confidence any and all materials and information furnished or disclosed to Area Developer by Franchisor and shall disclose such information relating or materials only to such of Area Developer’s employees or contained agents who must have access to it in NTESS PATENT APPLICATIONS connection with their employment. Area Developer shall not at any time, without Franchisor’s prior written consent, copy, duplicate, record, or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any third party without prior written approval unauthorized person. 6. Area Developer shall comply with all requirements of NTESSfederal, state, and local laws, rules, and regulations. 7. Licensee shall limit access Except as otherwise specifically stated in this Agreement as to information relating be performed by Franchisor, it is the Area Developer’s responsibility to or contained in NTESS PATENT APPLICATIONS undertake all actions necessary to those employees develop and contractors who require access open each and every restaurant at Area Developer’s sole cost and expense, which responsibility includes but is not limited: (a) to identify potential sites to be developed; (b) to negotiate for the enjoyments acquisition of such sites by lease or purchase; (c) to obtain necessary and appropriate governmental approvals; (d) to select a general contractor and obtain construction bids; (e) to adapt the generic building plans and specifications as provided by Franchisor to each selected site and have such plans sealed by Area Developer’s architect/engineer; (f) to obtain financing as needed for acquisition and construction of the rights under building(s) and the purchase of all furniture, fixtures and equipment; and (g) to construct each restaurant to be developed pursuant to this License, and who are obligated in writing to not further disclose the information relating to or contained in NTESS PATENT APPLICATIONS. Upon issuance or publication of any specific NTESS PATENT APPLICATIONS, Licensee’s duty of non-disclosure for information contained in that specific patent application shall terminateAgreement. 2.6. Licensee shall not, without the express written consent of NTESS, make any oral or written statements or perform any act indicating that NTESS or SNL endorses or approves, or has endorsed or approved, any LICENSED PRODUCT or any service provided by Licensee or a third party. 2.7. The existence of this License may be disclosed for business purposes by any PARTY.

Duties of the Parties. 2.1. This License pertains solely to the conveyance of certain legal rights set forth in Article 1. NTESS does not undertake any duties or responsibilities under this License, other than those expressly set forth in Article 1 of this License. No technical assistance or labor is transfered transferred or conveyed under this License. 2.2. Licensee shall affix appropriate statutory patent markings, in accordance with 35 U.S.C. 287, or other relevant statutes, to all LICENSED PRODUCTS and all packaging and containers of LICENSED PRODUCTS, identifying patent or other intellectual property protection of such products. Licensee shall modify such markings as NTESS may from time to time direct. 2.3. Licensee shall not, without the express written consent of NTESS, associate or in any way anyway connect any name or trademark of NTESS, SNL, or the GOVERNMENT, including “NTESS”, “National Technology and & Engineering Solutions of Sandia, LLC”, “Sandia National Laboratories”, and the SNL Thunderbird Logo, with any LICENSED PRODUCT or any service provided by Licensee or a third party. Licensee may, however, indicate that LICENSED PRODUCT is licensed under license granted by NTESS. 2.4. Licensee shall obtain and maintain product liability insurance sufficient to defend or support issues arising from sales of LICENSED PRODUCT. 2.5. Licensee shall not disclose information relating to or contained in NTESS PATENT APPLICATIONS to any third party without prior written approval of NTESS. Licensee shall limit access to information relating to or contained in NTESS PATENT APPLICATIONS to those employees and contractors who require access for the enjoyments of the rights under this License, and who are obligated in writing to not further disclose the information relating to or contained in NTESS PATENT APPLICATIONS. Upon issuance or publication of any specific NTESS PATENT APPLICATIONS, Licensee’s duty of non-disclosure for information contained in that specific patent application shall terminate. 2.6. Licensee shall not, without the express written consent of NTESS, make any oral or written statements or perform any act indicating that NTESS or SNL endorses or approves, or has endorsed or approved, any LICENSED PRODUCT or any service provided by Licensee or a third party. 2.7. The existence of this License may be disclosed for business purposes by any PARTY.

Duties of the Parties. 2.1. This License pertains solely to the conveyance of certain legal rights set forth in Article 1. NTESS Sandia does not undertake any duties or responsibilities under this License, other than those expressly set forth in Article 1 of this License. No technical assistance or labor is transfered or conveyed available under this License. 2.2. Licensee shall affix appropriate statutory patent markings, in accordance with 35 U.S.C. 287, or other relevant statutes, to all LICENSED PRODUCTS and all packaging and containers of LICENSED PRODUCTS, identifying patent or other intellectual property protection of such products. Licensee shall modify such markings as NTESS Sandia may from time to time direct. 2.3. Licensee shall not, without the express written consent of NTESSSandia, associate or in any way connect any name or trademark of NTESS, SNL, Sandia or the GOVERNMENT, including “NTESSSandia”, “National Technology and Engineering Solutions of Sandia, LLCSandia Corporation”, “Sandia National Laboratories”, and the SNL Sandia Thunderbird Logo, with any LICENSED PRODUCT or any service provided by Licensee or a third party. Licensee may, however, indicate that LICENSED PRODUCT is licensed under license granted by NTESSSandia. 2.4. Licensee shall obtain and maintain product liability insurance sufficient to defend or support issues arising from sales of LICENSED PRODUCT. 2.5. Licensee shall not disclose information relating to or contained in NTESS PATENT APPLICATIONS to any third party without prior written approval of NTESS. Licensee shall limit access to information relating to or contained in NTESS PATENT APPLICATIONS to those employees and contractors who require access for the enjoyments of the rights under this License, and who are obligated in writing to not further disclose the information relating to or contained in NTESS PATENT APPLICATIONS. Upon issuance or publication of any specific NTESS PATENT APPLICATIONS, Licensee’s duty of non-disclosure for information contained in that specific patent application shall terminate. 2.6. Licensee shall not, without the express written consent of NTESSSandia, make any oral verbal or written statements or perform any act indicating that NTESS or SNL Sandia endorses or approves, or has endorsed or approved, any LICENSED PRODUCT or any service provided by Licensee or a third party. 2.72.6. The existence of this License may be disclosed for business purposes by any PARTY, however, Licensee shall not disclose the financial terms and conditions of this License to any third party unless necessary to enforce the PARTY’s legal rights under this License. 2.7. Licensee will meet or exceed all of the performance milestones listed in Exhibit D of this License.

Duties of the Parties. 2.1. This License pertains solely to the conveyance of certain legal rights set forth in Article 1. NTESS does not undertake any duties or responsibilities under this License, other than those expressly set forth in Article 1 of this License. No technical assistance or labor is transfered transferred or conveyed under this License. 2.2. Licensee shall affix appropriate statutory patent markings, in accordance with 35 U.S.C. 287, or other relevant statutes, to all LICENSED PRODUCTS and all packaging and containers of LICENSED PRODUCTS, identifying patent or other intellectual property protection of such products. Licensee shall modify such markings as NTESS may from time to time direct. 2.3. Licensee shall not, without the express written consent of NTESS, associate or in any way connect any name or trademark of NTESS, SNL, or the GOVERNMENT, including “NTESS”, “National Technology and & Engineering Solutions of Sandia, LLC”, “Sandia National Laboratories”, and the SNL Thunderbird Logo, with any LICENSED PRODUCT or any service provided by Licensee or a third party. Licensee may, however, indicate that LICENSED PRODUCT is licensed under license granted by NTESS. 2.4. Licensee shall obtain and maintain product liability insurance sufficient to defend or support issues arising from sales of LICENSED PRODUCT. 2.5. Licensee shall not disclose information relating to or contained in NTESS PATENT APPLICATIONS to any third party without prior written approval of NTESS. Licensee shall limit access to information relating to or contained in NTESS PATENT APPLICATIONS to those employees and contractors who require access for the enjoyments of the rights under this License, and who are obligated in writing to not further disclose the information relating to or contained in NTESS PATENT APPLICATIONS. Upon issuance or publication of any specific NTESS PATENT APPLICATIONS, Licensee’s duty of non-disclosure for information contained in that specific patent application shall terminate. 2.6. Licensee shall not, without the express written consent of NTESS, make any oral or written statements or perform any act indicating that NTESS or SNL endorses or approves, or has endorsed or approved, any LICENSED PRODUCT or any service provided by Licensee or a third party. 2.7. The existence of this License may be disclosed for business purposes by any PARTY.