Common use of Ownership of Manager-Developed IP Clause in Contracts

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that, subject to and in accordance with the IP License Agreements, all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable SPV Franchising Entity (with Securitization IP relating to the CARSTAR Brand being owned by CARSTAR Franchisor; Securitization IP relating to the Maaco Brand being owned by the Maaco Franchisor; Securitization IP relating to the Meineke Brand being owned by the Meineke Franchisor; Securitization IP relating to the Pro Oil Brand being owned by Canadian Take 5; Securitization IP relating to the Take 5 Brand being owned by Take 5 Franchisor; Securitization IP relating to the Go Glass Brand being owned by Go Glass Franchisor; and Securitization IP relating to the Star Auto Glass Brand being owned by Star Auto Glass Franchisor; in each case as licensed pursuant to the applicable IP License Agreements, including the Canadian IP License Agreements). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be owned by the applicable SPV Franchising Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in and to such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable SPV Franchising Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable SPV Franchising Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable SPV Franchising Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable SPV Franchising Entity.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that, subject to and in accordance with the IP License Agreements, that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable SPV Franchising Entity (with Securitization IP relating to the CARSTAR 1-800-Radiator Brand being owned by CARSTAR the 1-800-Radiator Franchisor; Securitization IP relating to the Drive N Style Brand being owned by the Drive N Style Franchisor; Securitization IP relating to the Econo Lube Brand being owned by the Econo Lube Franchisor; Securitization IP relating to the Maaco Brand being owned by the Maaco Franchisor; Securitization IP relating to the Meineke Brand being owned by the Meineke Franchisor; Securitization IP relating to the Merlin Brand being owned by the Merlin Franchisor; Securitization IP relating to the Pro Oil Brand being owned by Canadian Take 5the Franchisor Holdco; Securitization IP relating to the CARSTAR Brand being owned by the CARSTAR Franchisor; and Securitization IP relating to the Take 5 Brand being owned by the Take 5 Franchisor; Securitization IP relating to the Go Glass Brand being owned by Go Glass Franchisor; and Securitization IP relating to the Star Auto Glass Brand being owned by Star Auto Glass Franchisor; in each case as licensed pursuant to the applicable IP License Agreements, including the Canadian IP License Agreements). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable SPV Franchising Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in and to such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable SPV Franchising Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable SPV Franchising Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable SPV Franchising Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable SPV Franchising Entity.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that, subject to and in accordance with the IP License Agreements, that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable SPV Franchising Entity (with Securitization IP relating to the CARSTAR 1-800-Radiator Brand being owned by CARSTAR the 1-800-Radiator Franchisor; Securitization IP relating to the Drive N Style Brand being owned by the Drive N Style Franchisor; Securitization IP relating to the Econo Lube Brand being owned by the Econo Lube Franchisor; Securitization IP relating to the Maaco Brand being owned by the Maaco Franchisor; Securitization IP relating to the Meineke Brand being owned by the Meineke Franchisor; Securitization IP relating to the Pro Oil Merlin Brand being owned by Canadian Take 5the Merlin Franchisor; Securitization IP relating to the CARSTAR Brand being owned by the CARSTAR Franchisor; Securitization IP relating to the Take 5 Brand being owned by the Take 5 Franchisor; Securitization IP relating to the Go Glass ABRA Brand being owned by Go Glass the ABRA Franchisor; and Securitization IP relating to the Star Fix Auto Glass Brand being owned by Star Auto Glass the FUSA Franchisor; in each case as licensed pursuant to the applicable IP License Agreements, including the Canadian IP License Agreements). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable SPV Franchising Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in and to such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable SPV Franchising Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable SPV Franchising Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable SPV Franchising Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable SPV Franchising Entity.