Common use of Our Proprietary Rights Clause in Contracts

Our Proprietary Rights. 9.1.1 You will not contest, either directly or indirectly during or after the Term: 9.1.1.1 our (and/or any Entities’) ownership of, rights to and interest in the System, Brand, Marks and any of their elements or components, including present and future distinguishing characteristics and agree that neither you nor any design or construction professional engaged by you may use our Standards, our Manual or your approved Designs and Plans for any hotel or lodging project other than the Hotel; 9.1.1.2 our sole right to grant licenses to use all or any elements or components of the System; 9.1.1.3 that we (and/or the Entities) are the owner of (or the licensee of, with the right to sub-license) all right, title and interest in and to the Brand and the Marks used in any form and in any design, alone or in any combination, together with the goodwill they symbolize; or 9.1.1.4 the validity or ownership of the Marks. 9.1.2 You acknowledge that these Marks have acquired a secondary meaning which indicates that the Hotel, Brand and System are operated by or with our approval. All improvements and additions to, or associated with, the System, all Marks, and all goodwill arising from your use of the System and the Marks, will inure to our benefit and become our property (or that of the applicable Entities), even if you develop them. 9.1.3 You will not apply for or obtain any trademark or service xxxx registration of any of the Marks or any confusingly similar marks in your name or on behalf of or for the benefit of anyone else. You acknowledge that you are not entitled to receive any payment or other value from us or from any of the Entities for any goodwill associated with your use of the System or the Marks, or any elements or components of the System.

Our Proprietary Rights. 9.1.1 You will not contest, either directly or indirectly during or after the Term: 9.1.1.1 our (and/or any Entities’) ownership of, rights to and interest in the System, Brand, Marks and any of their elements or components, including present and future distinguishing characteristics and agree that neither you nor any design or construction professional engaged by you may use our Standards, our Manual or your approved Designs and Plans for any hotel or lodging project other than the Hotel; 9.1.1.2 our sole right to grant licenses to use all or any elements or components of the System; 9.1.1.3 that we (and/or the Entities) are the owner of (or the licensee of, with the right to sub-license) all right, title and interest in and to the Brand and the Marks used in any form and in any design, alone or in any combination, together with the goodwill they symbolize; or 9.1.1.4 the validity or ownership of the Marks. 9.1.2 You acknowledge that these Marks have acquired a secondary meaning which indicates that the Hotel, Brand and System are operated by or with our approval. All improvements and additions to, or associated with, the System, all Marks, and all goodwill arising from your use of the System and the Marks, will inure to our benefit and become our property (or that of the applicable Entities), even if you develop them. 9.1.3 You will not apply for or obtain any trademark or service xxxx registration of any of the Marks or any confusingly similar marks in your name or on behalf of or for the benefit of anyone else. You acknowledge that you are not entitled to receive any payment or other value from us or from any of the Entities for any goodwill associated with your use of the System or the Marks, or any elements or components of the System. Table of Contents 9.2 Trade Name, Use of the Marks.

Our Proprietary Rights. 9.1.1 You will not contest, either directly or indirectly during or after the Term: 9.1.1.1 our (and/or any Entitiesof our Affiliates’) ownership of, rights to and interest in the System, Brand, Marks and any of their elements or components, including present and future distinguishing characteristics and agree that neither you nor any design or construction professional engaged by you may use our Standards, our Manual or your approved Plans and Designs and Plans for any hotel or lodging project other than the Hotel; 9.1.1.2 our sole right to grant licenses to use all or any elements or components of the System; 9.1.1.3 that we (and/or the Entitiesour Affiliates) are the owner of (or the licensee of, with the right to sub-license) all right, title and interest in and to the Brand and the Marks used in any form and in any design, alone or in any combination, together with the goodwill they symbolize; or 9.1.1.4 the validity or ownership of the Marks. 9.1.2 You acknowledge that these Marks have acquired a secondary meaning or distinctiveness which indicates that the Hotel, Brand and System are operated by or with our approval. All improvements and additions to, or associated with, the System, all Marks, and all goodwill arising from your use of the System and the Marks, will inure to our benefit and become our property (or that of the our applicable EntitiesAffiliates), even if you develop them. 9.1.3 You agree not to directly or indirectly dilute the value of the goodwill attached to the Marks, the Brand or the System. You will not apply for or obtain any trademark or service xxxx registration of any of the Marks or any confusingly similar marks in your name or on behalf of or for the benefit of anyone else. You acknowledge that you are not entitled to receive any payment or other value from us or from any of the Entities our Affiliates for any goodwill associated with your use of the System or the Marks, or any elements or components of the System.