Common use of No Affiliation with Other Brands/Businesses Clause in Contracts

No Affiliation with Other Brands/Businesses. A. Without Starwood’s prior written consent, which may be withheld in Starwood’s sole discretion, neither Vistana, whether itself or through an Affiliate, nor any permitted sublicensee of Vistana, shall affiliate or use the Starwood Intellectual Property in conjunction, or association, with any other company, brand, trademark, product, service, or business other than the Licensed Business, or use the Starwood Intellectual Property in a way that could reasonably be interpreted as endorsing, or suggesting affiliation with, any other company, xxxxx, xxxx, product, service or business (other than marketing alliances and exchange affiliations of Vistana and its Affiliates in effect prior to the Effective Date and other marketing alliances, exchange affiliations and similar arrangements permitted under this Agreement), including by utilizing the same words, terms, designs or other elements or nomenclature in the operation and marketing of the Licensed Business and such other company, xxxxx, xxxx, product, service or business. B. Nothing in this Agreement is intended to prevent Vistana or its Affiliates from creating, developing, operating, licensing, or managing its own brand or system for Vacation Ownership Properties or Vacation Ownership Interests or for any other businesses; provided that Vistana does not use the Starwood Intellectual Property, the Applicable System, or the Starwood Confidential Information in connection with any business other than the Licensed Business, and Starwood and Vistana have agreed on a separation plan and other appropriate measures to (i) distinguish and separate the Licensed Business from Vistana’s other businesses, and (ii) protect against misuse of Starwood Confidential Information and against inappropriate sharing or discussion of pricing and other sensitive information. C. Subject to the foregoing provisions of this Section 8.3, and Section 13.2A(vi)(b), Vistana may engage in a Vacation Ownership Business under or in connection with brands other than the Licensed Marks; provided that no Licensed Vacation Ownership Properties may be operated by Vistana or its Affiliates under another brand unless: (i) such Licensed Vacation Ownership Property is removed from the Applicable System (a) at Starwood’s request by Vistana in good faith for failure of a Non-Controlled Property Owners’ Association to comply with the management agreement (whether by failure to provide adequate funds to maintain the Standards and Policies or otherwise), or (b) if Vistana makes a commercially reasonable determination (and Starwood agrees with such determination) that such Licensed Vacation Ownership Property no longer adequately represents the then-current Licensed Vacation Ownership Property brand positioning; or (ii) Starwood terminates Vistana’s right to operate such Licensed Vacation Ownership Property in accordance with this Agreement. Without limiting Vistana’s obligations under Section 20.1, Licensed Vacation Ownership Property is removed from the Applicable System for purposes of this Section 8.3C when no customer-facing sales assets or facilities that contain or display any of the Starwood Intellectual Property are used by Vistana at or for such Licensed Vacation Ownership Property and no Starwood Intellectual Property is used to promote, market or sell any other product or service at or for the Licensed Vacation Ownership Property.

No Affiliation with Other Brands/Businesses. A. Without Starwood’s prior written consent, which may be withheld in Starwood’s sole discretion, neither Vistana, whether itself or through an Affiliate, nor any permitted sublicensee of Vistana, shall affiliate or use the Starwood Intellectual Property in conjunction, or association, with any other company, brand, trademark, product, service, or business other than the Licensed Business, or use the Starwood Intellectual Property in a way that could reasonably be interpreted as endorsing, or suggesting affiliation with, any other company, xxxxx, xxxx, product, service or business (other than marketing alliances and exchange affiliations of Vistana and its Affiliates in effect prior to the Effective Date and other marketing alliances, exchange affiliations and similar arrangements permitted under this Agreement), including by utilizing the same words, terms, designs or other elements or nomenclature in the operation and marketing of the Licensed Business and such other company, xxxxx, xxxx, product, service or business. B. Nothing in this Agreement is intended to prevent Vistana or its Affiliates from creating, developing, operating, licensing, or managing its own brand or system for Vacation Ownership Properties or Vacation Ownership Interests or for any other businesses; provided that Vistana does not use the Starwood Intellectual Property, the Applicable System, or the Starwood Confidential Information in connection with any business other than the Licensed Business, and Starwood and Vistana have agreed on a separation plan and other appropriate measures to (i) distinguish and separate the Licensed Business from Vistana’s other businesses, and (ii) protect against misuse of Starwood Confidential Information and against inappropriate sharing or discussion of pricing and other sensitive information. C. Subject to the foregoing provisions of this Section 8.3, and Section 13.2A(vi)(b13.2A(v)(b), Vistana may engage in a Vacation Ownership Business under or in connection with brands other than the Licensed Marks; provided that no Licensed Vacation Ownership Properties may be operated by Vistana or its Affiliates under another brand unless: (i) such Licensed Vacation Ownership Property is removed from the Applicable System (a) at Starwood’s request by Vistana in good faith for failure of a Non-Controlled Property Owners’ Association to comply with the management agreement (whether by failure to provide adequate funds to maintain the Standards and Policies or otherwise), or (b) if Vistana makes a commercially reasonable determination (and Starwood agrees with such determination) that such Licensed Vacation Ownership Property no longer adequately represents the then-current Licensed Vacation Ownership Property brand positioning; or (ii) Starwood terminates Vistana’s right to operate such Licensed Vacation Ownership Property in accordance with this Agreement. Without limiting Vistana’s obligations under Section 20.1, Licensed Vacation Ownership Property is removed from the Applicable System for purposes of this Section 8.3C when no customer-facing sales assets or facilities that contain or display any of the Starwood Intellectual Property are used by Vistana at or for such Licensed Vacation Ownership Property and no Starwood Intellectual Property is used to promote, market or sell any other product or service at or for the Licensed Vacation Ownership Property.