Common use of Ownership of Licensed Marks Clause in Contracts

Ownership of Licensed Marks. 3.1 Licensor represents and warrants to Licensee that it is the owner of all right, title and interest in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement. 3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, and agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's rights in and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission. 3.3 Licensee recognizes the great value of the good will associated with the Trade Name and Licensed Marks and acknowledges that the Trade Name and Licensed Marks and all rights therein and good will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all use of the Trade Name and Licensed Marks by Licensee shall inure to the benefit of Licensor. 3.4 Licensee shall not place trademarks, trade names, model names, logos, endorsements, sub-brand names or line names ("Marks") on, or use other Marks in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks and other Marks approved by Licensor ("Authorized Marks") and except for Licensee's Marks not created for or in connection with the Licensed Products. Licensee agrees that Licensor shall be the owner of all right, title and interest in and to the Authorized Marks created or developed by Licensor and/or Licensee solely for use in connection with the Licensed Products and that all use of such Authorized Marks shall inure to the benefit of Licensor. Licensor shall be responsible for applying for and obtaining all appropriate trademark and related registrations for such Authorized Marks. To the extent any rights in and to such Authorized Marks, or with respect to any materials incorporating the Authorized Marks used in the advertising or promotion of the Licensed Products including without limitation copy, artwork and photographs, are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may be deemed to accrue, to Licensor. Licensee agrees that it will execute and deliver to Licensor any documents reasonably requested by Licensor necessary to effect any such assignment. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission.

Ownership of Licensed Marks. 3.1 Licensor represents and warrants to Licensee PalmSource acknowledges that it is has no interest in the Licensed Marks other than the licenses granted under this Agreement. PalmSource further acknowledges that, as between PalmSource and Company, Company, subject to the licenses granted under this Agreement, will remain the sole and exclusive owner of all right, title and interest in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement. 3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, the Palm Marks and the palmOne Brand. PalmSource agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's rights in PalmSource’s and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission. 3.3 Licensee recognizes the great value its sublicensees’ use of the good will associated with the Trade Name and Licensed Marks and acknowledges that any goodwill in the Trade Name and Licensed Marks resulting from PalmSource’s and all rights therein and good its sublicensees’ use will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all use of the Trade Name and Licensed Marks by Licensee shall inure solely to the benefit of Licensor. 3.4 Licensee Company and will not create any right, title or interest for PalmSource in the Licensed Marks. If PalmSource or any of its sublicensees uses, registers or applies to register any xxxx in violation of its obligations under this Agreement, PalmSource agrees that, at Company’s written request, PalmSource will promptly cease, and will take commercially reasonable steps to cause such sublicensee to promptly cease, any non-conforming use of the xxxx or withdraw an application or registration or take steps to transfer that xxxx and to assign to Company all its rights in that xxxx, including any application or registration for that xxxx, and require any sublicensee who has taken one of the foregoing steps to do the same. Company acknowledges and agrees that the provisions of this Section 4.1 shall not place trademarksapply to the individual elements “OS, “SIMPLY,” “POWERED” or “SOURCE,” or to any Variants of any of the foregoing separate and apart from the Licensed Marks, so long as such elements are not used or attempted to be used as part of a Licensed Xxxx, Palm Xxxx or palmOne Brand. Nor shall the provisions of this Section 4.1 apply to the use or incorporation of a numeral or a letter string that is a number in PalmSource’s or any of its Subsidiaries’ corporate identifiers, trade names, model namestrademark, logos, endorsements, sub-brand service marks or domain names or line names ("Marks") onother indicia of origin, including in both cases all designs, logos and trade dress that are or use other Marks in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks and other Marks approved by Licensor ("Authorized Marks") and except for Licensee's Marks not created for or in connection with the Licensed Products. Licensee agrees that Licensor shall be the owner of all right, title and interest in and to the Authorized Marks created or developed by Licensor and/or Licensee solely for use in connection with the Licensed Products and that all use of such Authorized Marks shall inure to the benefit of Licensor. Licensor shall be responsible for applying for and obtaining all appropriate trademark and related registrations for such Authorized Marks. To the extent any rights in and to such Authorized Marks, or with respect to any materials incorporating the Authorized Marks used may in the advertising or promotion of the Licensed Products including without limitation copy, artwork and photographs, are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may future be deemed to accrue, to Licensor. Licensee agrees that it will execute and deliver to Licensor any documents reasonably requested by Licensor necessary to effect any such assignment. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commissionassociated therewith.

Ownership of Licensed Marks. 3.1 Licensor represents a. Sublicensee acknowledges that, as between it and warrants to Licensee that it Sublicensor, Sublicensor and/or Jxxxx Xxxxxxx (and/or any entities Controlled by Sublicensor and/or Jxxxx Xxxxxxx) is the owner of all rightrights in the Licensed Marks and the goodwill associated therewith throughout the world and that Sublicensee has the exclusive right to use the CHEESEBURGER IN PARADISE mxxx subject to: (i) the Disclosures set forth in Exhibit A, title and interest (ii) this Agreement. b. Sublicensee agrees, during the Term of this Agreement and thereafter, never to attack the rights of Sublicensor and/or Jxxxx Xxxxxxx in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement. 3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, and agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's rights in and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commissionsublicense being granted herein. 3.3 Licensee recognizes the great value of the good will associated with the Trade Name and Licensed Marks and acknowledges c. Sublicensee agrees that the Trade Name and Licensed Marks and all rights therein and good will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all its use of the Trade Name and Licensed Marks by Licensee shall inure inures to the benefit of Licensor. 3.4 Licensee Sublicensor and/or Jxxxx Xxxxxxx and that Sublicensee shall not place trademarks, trade names, model names, logos, endorsements, sub-brand names or line names ("Marks") on, or use other Marks acquire any rights whatsoever in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks other than the rights expressly provided in this Agreement d. Sublicensor reserves to itself all rights, if any, not expressly granted to Sublicensee or subject to a prohibition on Sublicensor’s use or license to others to use. e. Subject to Sublicensee’s rights pursuant to Paragraph 17 of this Agreement, Sublicensee agrees and other acknowledges that following the expiration or earlier termination of this Agreement, Sublicensee will not use any of the Licensed Marks approved by Licensor ("Authorized Marks") and except for Licensee's Marks not created for any purpose, including without limitation on or in connection with the Licensed Restaurants, Products. Licensee agrees that Licensor shall be the owner of all right, title and interest in and to the Authorized Marks created or developed by Licensor and/or Licensee solely for use in connection with the Licensed Products and that all use of such Authorized Marks shall inure to the benefit of Licensor. Licensor shall be responsible for applying for and obtaining all appropriate trademark and related registrations for such Authorized Marks. To the extent any rights in and to such Authorized MarksFood, or with respect to any materials incorporating the Authorized Marks used in the advertising or promotion of the Licensed Products including without limitation copyMenu Items, artwork and photographs, are deemed to accrue to Licensee pursuant to this Agreement Alcoholic Beverages or otherwise, Licensee hereby assigns any and all such rights, at such time as they may be deemed to accrue, to Licensor. Licensee agrees that it will execute and deliver to Licensor any documents reasonably requested by Licensor necessary to effect any such assignment. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission.

Ownership of Licensed Marks. 3.1 Licensor represents and warrants to Licensee that it is the owner of all right, title and interest in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement. 3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, and agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's ’s rights in and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission. 3.3 3.2 Licensee recognizes the great value of the good will associated with the Trade Name and Licensed Marks and acknowledges that the Trade Name and Licensed Marks and all rights therein therein, and good will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all use of the Trade Name and Licensed Marks by Licensee shall inure to the benefit of Licensor. 3.4 Licensee shall not place trademarksLicensee, trade names, model names, logos, endorsements, sub-brand names or line names ("Marks") on, or use other Marks in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks and other Marks approved by Licensor ("Authorized Marks") and except for Licensee's Marks not created for or in connection with the Licensed Products. Licensee agrees that Licensor shall be the owner of all right, title and interest in and to the Authorized Marks created or developed by Licensor and/or Licensee solely for use in connection with the Licensed Products and that all use of such Authorized Marks shall inure to the benefit of Licensor. *CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PUSUANT TO RULE 24b-2 OF THE 1934 ACT. 3.3 Licensee shall not place or use other marks, including without limitation, trademarks, trade names, sub-brands, line names, collection names, model names, designs, logos or endorsements (hereinafter referred to as “Authorized Marks”) in connection with the Licensed Products, except as specifically authorized by Licensor shall be responsible for applying for pursuant to the terms of this Agreement. Licensee acknowledges that Licensor is the owner of all right, title, and obtaining all appropriate trademark interest in and related registrations for to such Authorized Marks that are developed by Licensor, or developed by Licensee exclusively for use in connection with Licensed Products, and that are used exclusively in connection with Licensed Products or other products sold by or on behalf of Licensor under any of the Licensed Marks (“Licensor Owned Authorized Marks”) and that all use thereof shall inure to the benefit of Licensor. To the extent any rights in and to such Licensor Owned Authorized Marks, or with respect to any materials incorporating the Authorized Marks used in the advertising or promotion of the Licensed Products including without limitation copy, artwork artwork, and photographs, are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may be deemed to accrue, to Licensor. Licensee agrees that it will execute and deliver to Licensor any documents reasonably requested by Licensor necessary to effect any such assignment. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission.

Ownership of Licensed Marks. 3.1 Licensor represents and warrants to Licensee that it is the owner of all right, title and interest in and to the Trade Name and Licensed Marks as covered by the registrations (not applications) set forth on Schedule 1.1. Licensor further agrees to maintain all registrations and to pursue all pending applications for registration set forth thereon or that may become necessary throughout the term of the Agreement. 3.2 Licensee hereby acknowledges that Licensor has represented to it that Licensor is the owner of all right, title, and interest in and to the Trade Name and Licensed Marks, and agrees that it will not, during the term of this Agreement or thereafter, challenge Licensor's rights in and to same. Licensee further acknowledges that it will support Licensor's rights in and to same, and agrees that it will not attack the validity of this License. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission. 3.3 3.2 Licensee recognizes the great value of the good will associated with the Trade Name and Licensed Marks and acknowledges that the Trade Name and Licensed Marks and all rights therein therein, and good will pertaining thereto, belong exclusively to Licensor. Licensee further acknowledges that all use of the Trade Name and Licensed Marks by Licensee Licensee, shall inure to the benefit of Licensor. 3.4 3.3 Licensee shall not place or use other marks, including without limitation, trademarks, trade names, sub-brands, line names, collection names, model names, logosdesigns, endorsements, sub-brand names logos or line names endorsements ("Marks") on, or use other Marks in connection with the marketing, sale and distribution of, Licensed Products except the Licensed Marks and other Marks approved by Licensor (hereinafter referred to as "Authorized Marks") and except for Licensee's Marks not created for or in connection with the Licensed Products, except as specifically authorized by Licensor pursuant to the terms of this Agreement. Licensee agrees acknowledges that Licensor shall be is the owner of all right, title title, and interest in and to the such Authorized Marks created that are developed by Licensor, or developed by Licensor and/or Licensee solely exclusively for use in connection with Licensed Products, and that are used exclusively in connection with Licensed Products or other products sold by or on behalf of Licensor under any of the Licensed Products Marks ("Licensor Owned Authorized Marks") and that all use of such Authorized Marks thereof shall inure to the benefit of Licensor. Licensor shall be responsible for applying for and obtaining all appropriate trademark and related registrations for such Authorized Marks. To the extent any rights in and to such Licensor Owned Authorized Marks, or with respect to any materials incorporating the Authorized Marks used in the advertising or promotion of the Licensed Products including without limitation copy, artwork artwork, and photographs, are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may be deemed to accrue, to Licensor. Licensee agrees that it will execute and deliver to Licensor any documents reasonably requested by Licensor necessary to effect any such assignment. * Confidential Information Omitted and Filed Separately With the Securities and Exchange Commission.