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

No Affiliation with Other Brands/Businesses. A. Licensee shall not affiliate with or use the Licensor Intellectual Property in conjunction, or association, with any brand, trademark, product, service, or business other than the MVW Xxxx-Xxxxxxx Business which is the subject of this Agreement, or use the Licensor Intellectual Property in a way that could reasonably be interpreted as endorsing, or suggesting affiliation with, any other xxxxx, xxxx, product, service or business, other than marketing alliances and exchange affiliations that are consistent with the practice of Licensee and its Affiliates during the period from January 1, 2005 until the Effective Date, as reasonably demonstrated by Licensee, and other marketing alliances, exchange affiliations and similar arrangements permitted under Section 9.5. B. Subject to the Noncompetition Agreement, nothing in this Agreement is intended to prevent Licensee or its Affiliates from creating, developing, operating, licensing, or managing its own brand or system for (1) Destination Club Projects or Destination Club Products or (2) a Lodging Business; provided, however, that as set forth in this Agreement, Licensee shall not use Licensor Confidential Information, the Branded Elements, or the MVW Xxxx-Xxxxxxx Business Customer Information in connection with any business other than the MVW Xxxx-Xxxxxxx Business. C. Licensee shall not establish or operate a Sales Facility at any hotel or resort owned, operated, or franchised by a Lodging Competitor without Licensor’s prior written consent. In the event that a Licensor Lodging Facility in which a Sales Facility is located is Deflagged and becomes a hotel or resort operated under a Lodging Competitor Brand, Licensee may continue to operate such Sales Facility in such hotel or resort until the expiration or termination of the arrangement under which the Sales Facility is operating; provided, however, that Licensee shall not renew, extend, or enter into any new arrangement with respect to such Sales Facility at such hotel or resort without Licensor’s prior consent.

No Affiliation with Other Brands/Businesses. A. Licensee shall not affiliate with or use the Licensor Intellectual Property in conjunction, or association, with any brand, trademark, product, service, or business other than the MVW Xxxx-Xxxxxxx Licensed Business which is the subject of this Agreement, or use the Licensor Intellectual Property in a way that could reasonably be interpreted as endorsing, or suggesting affiliation with, any other xxxxx, xxxx, product, service or business, other than marketing alliances and exchange affiliations that are consistent with the practice of Licensee and its Affiliates during the period from January 1, 2005 until the Effective Date, as reasonably demonstrated by Licensee, and other marketing alliances, exchange affiliations and similar arrangements permitted under Section 9.5. B. (i) Subject to the Noncompetition Agreement, nothing in this Agreement is intended to prevent Licensee or its Affiliates from creating, developing, operating, licensing, or managing its own brand or system for (1) Destination Club Projects or Destination Club Products or (2) a Lodging Business; provided, however, that as set forth in this Agreement, Licensee shall not use Licensor Confidential Information, the Branded Elements, or the MVW Xxxx-Xxxxxxx Licensed Business Customer Information in connection with any business other than the MVW XxxxLicensed Business, and nothing in this Agreement will require Licensor to license or franchise any lodging project to Licensee if Licensee creates, develops, operates, licenses, or manages a brand or system for a Lodging Business (a “Licensee Competitive Lodging Brand”), unless Licensor and Licensee have agreed on a separation plan pursuant to which Licensee agrees to restrictions to ensure appropriate separation of the Licensee Competitive Lodging Brand from Licensee’s Lodging Business related to Licensor Lodging Facilities (the “Separation Plan”). (ii) Licensor has entered into such plans in the past to address the actual factual issues raised by the licensee business structure to protect against misuse of licensor’s confidential information and against inappropriate sharing or discussion of pricing and other sensitive information. A Separation Plan in this instance would require, among other things, that Licensee’s business related to the Licensee Competitive Lodging Brand, on one hand, and the Licensed Business and Licensee’s Lodging Business related to Licensor Lodging Facilities, on the other hand, be operated by different individuals who are located in geographically separate facilities, and enough other separation to ensure separate day-Xxxxxxx Businessto-day operating teams with different employees and separate books and records. The goal of the Separation Plan is to prevent Licensee from using, sharing or discussing confidential information, pricing and other sensitive information with or for the benefit of the Licensee Competitive Lodging Brand and to maintain the confidentiality of such information, whether this is accomplished by physical separation or by Licensor not providing such information. The confidential information, pricing and other sensitive information covered by the Separation Plan would include Licensor Confidential Information, any pricing data, market data, marketing plans, customer lists, marketing participation information, revenue or inventory management systems, personal guest profiles and information regarding guest preferences, marketing or brand initiatives, or other similar non-public information or materials related to ownership, management and operation of Licensor Lodging Facilities. In furtherance of the foregoing the Separation Plan will likely need to provide that (a) Licensor may limit Licensee and its Affiliates from access in connection with Licensee’s Lodging Business to certain information that Licensor reasonably determines is highly sensitive or confidential, such as pricing, market strategy, customer lists, and other similar information with respect to Licensor Lodging Facilities, and Licensor may restrict such access by limiting or prohibiting participation in programs, meetings, and other shared services arrangements even if other franchisees or owners of Licensor Lodging Facilities are allowed access to such programs, meetings and other shared services; (b) Licensor shall have the right to limit or exclude Licensee and its employees, officers, directors and Affiliates from participating in or holding an officer position on any franchise advisory council or similar entity for Licensor Lodging Facilities, and (c) no Licensor Lodging Facility may be advertised or marketed in any manner or in connection with the Licensee Competitive Lodging Brand. For purposes of clarification, the foregoing is not intended to affect access by Licensee and its Affiliates to information with respect to the Licensed Business pursuant to this Agreement. C. Licensee shall not establish or operate a Sales Facility at any hotel or resort owned, operated, or franchised by a Lodging Competitor without Licensor’s prior written consent. In the event that a Licensor Lodging Facility in which a Sales Facility is located is Deflagged and becomes a hotel or resort operated under a Lodging Competitor Brand, Licensee may continue to operate such Sales Facility in such hotel or resort until the expiration or termination of the arrangement under which the Sales Facility is operating; provided, however, that Licensee shall not renew, extend, or enter into any new arrangement with respect to such Sales Facility at such hotel or resort without Licensor’s prior consent.

No Affiliation with Other Brands/Businesses. A. Licensee shall not affiliate with or use the Licensor Intellectual Property in conjunction, or association, with any brand, trademark, product, service, or business other than the MVW Xxxx-Xxxxxxx Licensed Business which is the subject of this Agreement, or use the Licensor Intellectual Property in a way that could reasonably be interpreted as endorsing, or suggesting affiliation with, any other xxxxx, xxxx, product, service or business, other than marketing alliances and exchange affiliations that are consistent with the practice of Licensee and its Affiliates during the period from January 1, 2005 until the Effective Date, as reasonably demonstrated by Licensee, and other marketing alliances, exchange affiliations and similar arrangements permitted under Section 9.5. B. (i) Subject to the Noncompetition Agreement, nothing in this Agreement is intended to prevent Licensee or its Affiliates from creating, developing, operating, licensing, or managing its own brand or system for (1) Destination Club Projects or Destination Club Products or (2) a Lodging Business; provided, however, that as set forth in this Agreement, Licensee shall not use Licensor Confidential Information, the Branded Elements, or the MVW Xxxx-Xxxxxxx Licensed Business Customer Information in connection with any business other than the MVW Xxxx-Xxxxxxx Licensed Business. C. , and nothing in this Agreement will require Licensor to license or franchise any lodging project to Licensee shall not establish or operate a Sales Facility at any hotel or resort ownedif Licensee creates, operateddevelops, operates, licenses, or franchised by manages a brand or system for a Lodging Competitor without LicensorBusiness (a “Licensee Competitive Lodging Brand”), unless Licensor and Licensee have agreed on a separation plan pursuant to which Licensee agrees to restrictions to ensure appropriate separation of the Licensee Competitive Lodging Brand from Licensee’s prior written consent. In the event that a Lodging Business related to Licensor Lodging Facility in which a Sales Facility is located is Deflagged and becomes a hotel or resort operated under a Lodging Competitor Brand, Licensee may continue to operate such Sales Facility in such hotel or resort until Facilities (the expiration or termination of the arrangement under which the Sales Facility is operating; provided, however, that Licensee shall not renew, extend, or enter into any new arrangement with respect to such Sales Facility at such hotel or resort without Licensor’s prior consent“Separation Plan”).