LOCAL MARKS. Master Licensee may develop or acquire one or more Local ----------- Marks, to be used in connection with the franchising and operation of Units in the Territory. Prior to the development or acquisition of a proposed Local Xxxx, Master Licensee shall submit to Company a written proposal containing complete information regarding the Local Xxxx. If Company does not reject such Local Xxxx within ninety (90) days of receipt of Master Licensee's written proposal, it shall be deemed approved. Master Licensee grants to Company, the Marks Owner and other Travelodge System licensees and franchisees a perpetual, non-exclusive, world-wide and royalty-free license to use all approved Local Marks in connection with the operation of the Travelodge System.
LOCAL MARKS. Licensee may develop or acquire one or more "Local ----------- Marks," as defined in the Master Agreement, to be used in connection with the franchising and operation of Travelodge Units in the Territory. Prior to the development or acquisition of a proposed Local Xxxx, Licensee shall submit to Licensor a written proposal indicating the Local Xxxx. If Licensor does not reject such Local Xxxx within ninety (90) days of receipt of Licensee's written proposal, it shall be deemed approved. Licensee grants to Licensor and other licensees and franchisees of Travelodge Units a perpetual, non-exclusive and world-wide royalty-free license to use all approved Local Marks in connection with the operation of Travelodge Units.
LOCAL MARKS. 28 -----------
LOCAL MARKS. Local is the owner of, or has the license to use, the Local Marks. Local grants to Idearc a non-transferable, royalty-free license, without the right to sublicense, to use the Local Marks, solely in connection with the promotion and marketing of the PFP Service contemplated by this Agreement during the Term of this Agreement. Local has the right to control the nature and quality of Idearc’s use of the Local Marks in connection with the promotion and marketing of the PFP Service. Idearc agrees that any and all uses of the Local Marks by Idearc shall inure to the benefit of Local. Idearc agrees not to use any trademark, service mxxx, domain name or trade name identical with or confusingly similar to the Local Marks, except as permitted by this Agreement. Idearc agrees that it will not utilize the Local Marks except in connection with the promotion and marketing of the PFP Service contemplated by this Agreement, and only in the form and manner approved in advance by Local in writing. Idearc agrees to allow Local or Local’s authorized representative at reasonable times upon reasonable notice to enter the premises of Idearc, or any premise under the control of Idearc, to inspect the manner in which the Local Marks are used in connection with the promotion and marketing of the PFP Service. Such an inspection shall be at Local’s expense. In connection with the use of the Local Marks, Idearc agrees to include any legal notice evidencing ownership of and/or registration of the Local Marks by Local. Idearc agrees never to directly or indirectly, challenge, contest or call into question or raise any questions concerning the validity or ownership of the Local Marks or any registration or application for registration of the Local Marks. Idearc agrees that all use of the Local Marks shall be in accordance with all applicable laws and regulations and in compliance with any regulatory agency, which shall have jurisdiction over such matters. Idearc agrees to promptly notify Local of any conduct on the part of third parties, of which it has actual knowledge, which it deems to be an infringement, an act of unfair competition or dilution of the Local Marks. Local will have the sole right and discretion to bring proceedings alleging infringement, unfair competition or dilution of the Local Marks, or to take *** Portions of this page have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission any other acti...
