Common use of Ownership of Proprietary Property Clause in Contracts

Ownership of Proprietary Property. The Advisor and its Affiliates have or may have a proprietary interest in the name “Lightstone.” The Advisor hereby grants to the Company, to the extent of any proprietary interest the Advisor may have in the name “Lightstone,” a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Lightstone” during the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve any use by the Company of the name “Lightstone,” such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of a written request from the Advisor, cease to conduct business under or use the name “Lightstone” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Lightstone” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company also will make any changes to any trademarks, service marks or other marks necessary to remove any references to the word “Lightstone.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having the name “Lxxxxxxxxx” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. Neither the Advisor nor any of its Affiliates makes any representation or warranty, express or implied, with respect to the name “Lightstone” licensed hereunder or the use thereof (including, without limitation, as to whether the use of the name “Lightstone” will be free from infringement of the intellectual property rights of third parties). Notwithstanding the preceding, the Advisor represents and warrants that it is not aware of any pending claims or litigation or of any claims threatened in writing regarding the use or ownership of the name “Lightstone.”

Ownership of Proprietary Property. The Advisor and its Affiliates have or may have a proprietary interest in the name “Lightstone.” ”. The Advisor hereby grants to the Company, to the extent of any proprietary interest the Advisor may have in the name “Lightstone,” ”, a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Lightstone” during the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve any use by the Company of the name “Lightstone,” ”, such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of a written request from the Advisor, cease to conduct business under or use the name “Lightstone” or any derivative thereof and the Company shall change its name and the names name of any of its subsidiaries to a name that does not contain the name “Lightstone” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any of its Affiliates. At such time, the Company also will make any changes to any trademarks, service marks servicemarks or other marks necessary to remove any references to the word “Lightstone.” ”. Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having the name “LxxxxxxxxxXxxxxxxxxx” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. Neither the Advisor nor not any of its Affiliates makes any representation or warranty, express or implied, with respect to the name “Lightstone” licensed hereunder or the use thereof (including, without limitation, as to whether the use of the name “Lightstone” will be free from infringement of the intellectual property rights of third parties). Notwithstanding the preceding, the Advisor represents and warrants that it is not aware of any pending claims or litigation or of any claims threatened in writing regarding the use or ownership of the name “Lightstone”.”

Ownership of Proprietary Property. The Advisor and its Affiliates have or may have a proprietary interest in the name “Lightstone.” ”. The Advisor hereby grants to the Company, to the extent of any proprietary interest the Advisor may have in the name “Lightstone,” ”, a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Lightstone” during the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve any use by the Company of the name “Lightstone,” ”, such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of a written request from the Advisor, cease to conduct business under or use the name “Lightstone” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Lightstone” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company also will make any changes to any trademarks, service marks servicemarks or other marks necessary to remove any references to the word “Lightstone.” ”. Consistent with the foregoing, it is 70361623v6 specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having the name “LxxxxxxxxxXxxxxxxxxx” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. Neither the Advisor nor any of its Affiliates makes any representation or warranty, express or implied, with respect to the name “Lightstone” licensed hereunder or the use thereof (including, without limitation, as to whether the use of the name “Lightstone” will be free from infringement of the intellectual property rights of third parties). Notwithstanding the preceding, the Advisor represents and warrants that it is not aware of any pending claims or litigation or of any claims threatened in writing regarding the use or ownership of the name “Lightstone”.”

Ownership of Proprietary Property. The Advisor and its Affiliates have or may have a proprietary interest in the name “Lightstone.” ”. The Advisor hereby grants to the Company, to the extent of any proprietary interest the Advisor may have in the name “Lightstone,” ”, a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Lightstone” during the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve any use by the Company of the name “Lightstone,” ”, such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform 70355208v5 advisory services for the Company, the Company will, promptly after receipt of a written request from the Advisor, cease to conduct business under or use the name “Lightstone” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Lightstone” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company also will make any changes to any trademarks, service marks servicemarks or other marks necessary to remove any references to the word “Lightstone.” ”. Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having the name “LxxxxxxxxxXxxxxxxxxx” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. Neither the Advisor nor any of its Affiliates makes any representation or warranty, express or implied, with respect to the name “Lightstone” licensed hereunder or the use thereof (including, without limitation, as to whether the use of the name “Lightstone” will be free from infringement of the intellectual property rights of third parties). Notwithstanding the preceding, the Advisor represents and warrants that it is not aware of any pending claims or litigation or of any claims threatened in writing regarding the use or ownership of the name “Lightstone”.”

Ownership of Proprietary Property. The Advisor Manager retains ownership of and its Affiliates have reserves all Intellectual Property Rights relating to the Proprietary Property. To the extent that Owner has or may have a proprietary obtains any claim to any right, title or interest in the name “Lightstone.” The Advisor hereby grants to the CompanyProprietary Property, to the extent of any proprietary interest the Advisor may have in the name “Lightstone,” a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Lightstone” during the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve any use by the Company of the name “Lightstone,” such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of a written request from the Advisor, cease to conduct business under or use the name “Lightstone” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Lightstone” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company also will make any changes to any trademarks, service marks or other marks necessary to remove any references to the word “Lightstone.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having the name “Lxxxxxxxxx” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. Neither the Advisor nor any of its Affiliates makes any representation or warranty, express or implied, with respect to the name “Lightstone” licensed hereunder or the use thereof (including, without limitation, as in any suggestions, enhancements or contributions that Owner may provide regarding the Proprietary Property, Owner hereby assigns and transfers exclusively to whether Manager all right, title and interest, including, without limitation, all Intellectual Property Rights, free and clear of any liens, encumbrances or licenses in favor of Owner or any other party, in and to the use Proprietary Property. In addition, Owner will perform, at no material out-of-pocket cost to Owner, any acts that may be deemed reasonably desirable by Manager to evidence more fully the transfer of ownership of right, title and interest in the Proprietary Property to Manager, including but not limited to the execution of any instruments or documents now or hereafter requested by Manager to perfect, defend or confirm the assignment described herein, in a form reasonably determined by Manager. Without limiting the generality of the foregoing, Owner acknowledges and agrees that the name “LightstoneCWS”, “Marquis”, “Marq” will be free from infringement of and “M at ” and any logo, service mxxx, trade name, trademark, trade dress, logo, characterization or name utilizing “CWS”, “Marquis”, “Marq” and “M at ” and/or the intellectual property rights of third parties)stylized “M”, and all domain names, websites, social media accounts and all user names and password account information necessary for accessing and controlling said websites and social medic accounts (collectively, the “Property Marks”) constitute Proprietary Property. Notwithstanding the precedingforegoing, subject to entering into a license agreement with Manager (the Advisor represents and warrants that it is not aware “License Agreement”), Owner may use certain of any pending claims or litigation or of any claims threatened in writing regarding the use or ownership of Property Marks (excluding the name “LightstoneCWS” and all related Intellectual Property Rights) so long as Manager is the property manager of the Property and this Agreement remains in full force and effect.”

Ownership of Proprietary Property. The Advisor (i) In recognition of the need of the Company to protect its legitimate business interests, Employee hereby covenants and its Affiliates have agrees that: (a) with regard to each item constituting all or may have any portion of a proprietary interest Trade Secret at all times such information remains a "trade secret" under applicable law and (b) with regard to any Confidential Information, for a period of three (3) years following the Termination Date (hereafter the "Nondisclosure Period"), Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any such item or information to any third party or Entity for any purpose other than in accordance with this Agreement or as required by applicable law. Employee shall exercise all reasonable best efforts to ensure the name “Lightstone.” The Advisor hereby grants continued confidentiality of all Trade Secrets and Confidential Information of the Company known by, disclosed to or made available to Employee in connection with his employment relationship with the Company or any other past or present relationship with the Company. Employee shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent of any proprietary interest the Advisor may have in the name “Lightstone,” a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Lightstone” during the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve any use by the Company of the name “Lightstone,” such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of a written request from the Advisor, cease to conduct business under or use the name “Lightstone” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Lightstone” or any other word or words that mightnecessary, in the reasonable discretion procurement of any protection of the Advisor, Company's rights to or in any of the Trade Secrets or Confidential Information. (ii) All Work Product shall be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company also will make any changes to any trademarks, service marks or other marks necessary to remove any references to the word “Lightstone.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having the name “Lxxxxxxxxx” as a part of their name, all without the need for any consent (and without the right to object thereto) owned exclusively by the Company. Neither To the Advisor nor greatest extent possible, any of its Affiliates makes any representation or warrantyWork Product shall be deemed to be "work made for hire" (as defined in the Copyright Act, express or implied17 U.S.C.A.ss. 101 et seq., with respect as xxxxxxx), and Employee hereby unconditionally and irrevocably transfers and assigns to the name “Lightstone” licensed hereunder Company all right, title and interest Employee currently has or the use thereof (may have by operation of law or otherwise in or to any Work Product, including, without limitation, as to whether the use of the name “Lightstone” will be free from infringement of the all patents, copyrights, trademarks, trade secrets, service marks and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights of third parties). Notwithstanding therein, exclusively in the preceding, the Advisor Company. (iii) Employee represents and warrants agrees that it is he will keep the terms and amount of this Agreement completely confidential, and except to his personal agents or to the extent required by law, he will not aware hereafter disclose this information concerning this Agreement to anyone, including, but not limited to, any past, present, or prospective employee or applicant for employment with the Company. Employee may only disclose to future, potential employers of any pending claims or litigation or of any claims threatened Employee that he participates in writing regarding a deferred compensation arrangement with the use or ownership of the name “LightstoneCompany which imposes certain restrictions on him related to such future, potential employment.”