Franchisee's Acknowledgments Clause Samples
Franchisee's Acknowledgments. Franchisee understands and acknowledges the following:
1. As between Franchisor and Franchisee, Franchisor is the owner of all right, title and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them.
2. Franchisee’s use of the Proprietary Marks pursuant to this Agreement shall not give the Franchisee any right, title, or interest in or to any of the Proprietary Marks or any of Franchisor’s or its Affiliates’ service marks, trademarks, trade names, trade dress, logos, patents, copyrights or proprietary materials, except the non-exclusive license to use the Proprietary Marks in accordance with the terms and conditions of this Agreement for the operation of the Hotel at the Approved Location. Franchisee shall not have any right to, and Franchisee shall not, under any circumstances, use or display the Proprietary Marks except as approved by the Franchisor.
3. Franchisee understands and agrees that any and all goodwill arising from Franchisee’s use of the Proprietary Marks shall inure solely and exclusively to the benefit of Franchisor or its Affiliates and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Franchisee’s use of the Proprietary Marks.
4. Franchisee shall not contest the validity of Franchisor’s or its Affiliates’ interest in the Proprietary Marks or assist others to contest the validity of such interest. Franchisee shall take no action that would prejudice or interfere with the validity of Franchisor’s or its Affiliates’ rights with respect to the Proprietary Marks.
5. Franchisee acknowledges that any unauthorized use of the Proprietary Marks by Franchisee, and any other person or persons under its control, shall constitute an infringement of Franchisor’s or its Affiliates’ rights in the Proprietary Marks and a material event of default hereunder. Franchisee agrees that it shall provide to Franchisor (at no cost to Franchisee unless such action is necessitated by the wrongful acts of Franchisee or any person or persons under its control) all assignments, affidavits, documents, information and assistance Franchisor reasonably requests to fully vest in Franchisor or its Affiliates all right, title and interest in and to the Proprietary Marks, including all such items as are reasonably requested by Franchisor to register, maintain and enforce such rights in the Proprietary Marks.
6. Franchisor r...
Franchisee's Acknowledgments. Franchisee understands and acknowledges ---------------------------- the following:
1. Due to the substantial and continuous use of the "Wyndham" name in connection with hotel services in many areas of the United States beginning in 1982, Franchisor or its affiliates have acquired substantial common law rights in and to the "Wyndham" service ▇▇▇▇ for use in connection with hotel services. In addition, Franchisor or its affiliates own several state registrations and have filed an application for federal registration of the "Wyndham" ▇▇▇▇. Although Franchisor is aware of prior use of the "Wyndham" name by third parties, Franchisor is not aware of any third party with superior rights to the name "Wyndham" for use in connection with hotel services in the state of in which the Hotel is located.
2. As between Franchisor and Franchisee, Franchisor or its affiliates are the owners of all right, title and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them.