Licensee’s Understanding Clause Samples

Licensee’s Understanding. Licensee expressly understands and acknowledges that: (a) As between the parties hereto, Sonic owns the right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them, and any and all use thereof by Licensee inures to the benefit of Sonic. (b) The Proprietary Marks are valid and serve to identify the Sonic System and those who are licensed under the Sonic System. (c) Licensee shall not directly or indirectly contest the validity or the ownership of the Proprietary Marks. (d) Licensee’s use of the Proprietary Marks pursuant to this Agreement does not give Licensee any ownership interest or other interest in or to the Proprietary Marks, except the nonexclusive license granted herein. (e) Any and all goodwill arising from Licensee’s use of the Proprietary Marks in its licensed operations under the Sonic System shall inure solely and exclusively to Sonic’s benefit, 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 Licensee’s use of the Sonic System or the Proprietary Marks. (f) The right and license of the Proprietary Marks granted hereunder to Licensee is nonexclusive except as provided in Section 2.01 of this Agreement, and Sonic thus has and retains the right among others: (i) To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing licensees. (ii) To use the Proprietary Marks in connection with selling products and services. (iii) To develop and establish other systems for the same or similar Proprietary Marks, or any other Proprietary Marks, and grant licenses or franchises thereto without providing any rights therein to Licensee. (g) Sonic reserves the right to substitute different Proprietary Marks for use in identifying the Sonic System and the businesses operating thereunder if Sonic’s currently owned Proprietary Marks no longer can be used.