Common use of RIGHTS AND DUTIES OF PARTIES UPON EXPIRATION OR TERMINATION Clause in Contracts

RIGHTS AND DUTIES OF PARTIES UPON EXPIRATION OR TERMINATION. Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee shall forthwith terminate, and: A. Franchisee shall immediately cease to operate the Franchised Business under this Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Franchisee of Franchisor. B. Franchisee shall assign to Franchisor upon its demand Franchisee's interest in any lease then in effect for the Franchised Business premises, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. C. Franchisee shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, the Proprietary Software Package (if developed), procedures and techniques associated with the System; the Marks; and any distinctive form, slogans, signs, symbols, logos or devices associated with the System. In particular, Franchisee shall cease to use, without limitation, all signs, advertising materials, stationery, forms, and any other articles which display the Marks associated with the System. D. Franchisee shall take such action as may be necessary to cancel or assign to Franchisor or Franchisor's designee, at Franchisor's option, any assumed name or equivalent registration which contains the name "EASYRIDERS" or any Marks associated with the System, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. E. Franchisee shall, in the event it continues to operate or subsequently begins to operate any other business, not use any reproduction, counterfeit, copy or colorable imitation of the Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute Franchisor's exclusive rights in and to the Marks. Franchisee shall not utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Franchisor so as to constitute unfair competition. Franchisee shall make such modifications or alterations to the Franchised Business (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to prevent any association between Franchisor or the System and any business thereon subsequently operated by Franchisee or others, and shall make such specific additional changes thereto as Franchisor may reasonably request for that purpose, including, without limitation, removal of all distinctive physical and structural features identify the System. In the event Franchisee fails or refuses to comply with the requirements of this Paragraph XVII., Franchisor shall have the right to enter upon the premises where Franchisee's Franchised Business was conducted, without being guilty of trespass or any other tort, for the purpose of making or causing to be make such changes as may be required at the expense of Franchisee, which expense Franchisee shall pay upon demand. F. Franchisee shall promptly pay all sums owing to Franchisor and its affiliates. In the event of termination for any default of Franchisee, such sums shall include all damages, costs, and expenses, including reasonable attorneys' fees, incurred by Franchisor as a result of the default. G. Franchisee shall pay to Franchisor all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor subsequent to the termination or expiration of the franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XVII or Paragraph XV. H. Franchisee shall immediately turn over to Franchisor all manuals, including the Confidential Operations Manual, customer lists, records, files, instructions, brochures, agreements, disclosure statements, and any and all other materials provided by Franchisor to Franchisee relating to the operation of the Franchised Business (all of which are acknowledged to be Franchisor's property). I. Franchisor shall acquire right, title and interest to any sign or sign faces bearing the Marks. Franchisee hereby acknowledges Franchisor's right to access the Franchised Premises should Franchisor elect to take possession of any said sign or sign faces bearing the Marks. J. Franchisor shall have the right (but not the duty), to be exercised by notice of intent to do so within thirty (30) days after termination or expiration, to purchase for cash, except as provided in Paragraph XVII.I, any or all equipment, supplies, and other inventory, advertising materials, and all items bearing the Marks, at Franchisee's cost or fair market value, whichever is less. If the parties cannot agree on fair market value within a reasonable time, the determination of fair market value shall be submitted to arbitration in accordance with Paragraph XXIX. If Franchisor elects to exercise any option to purchase herein provided, it shall have the right to set off all amounts due from Franchisee under this Agreement against any payment therefor. K. Franchisee hereby acknowledges that all telephone numbers used in the operation of the franchised businesses constitute assets of the Franchised Business; and upon termination of expiration of this Agreement Franchisee shall assign to Franchisor or its designee, all Franchisee's right, title, and interest in and to Franchisee's telephone numbers and shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone number and any regular, classified or other telephone directory listing associated with the Marks and to authorize a transfer of same to or at the direction of Franchisor. L. Franchisee shall comply with the covenants contained in Paragraph XV. of this Agreement. M. All obligations of Franchisor and Franchisee which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied or by their nature expire.

RIGHTS AND DUTIES OF PARTIES UPON EXPIRATION OR TERMINATION. 20.1 Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee shall forthwith terminate, and: A. Franchisee shall immediately cease to operate the Franchised Business under this Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Franchisee franchisee of Franchisor. B. Franchisee shall assign to Franchisor upon its demand Franchisee's interest in any lease then in effect for the Franchised Business premises, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. C. Franchisee shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential Confidential Information or any other methods, the Proprietary Software Package (if developed)procedures, procedures and techniques associated with the System; the Marks; A/TS Network or any Marks and any distinctive formforms, slogans, signs, symbols, logos logos, or devices associated with the SystemA/TS Network. In particular, Franchisee shall cease to use, without limitation, all signs, advertising materials, stationery, forms, and any other articles which display the Marks associated with the SystemA/TS Network. D. C. Franchisee shall take such action as may be necessary to cancel or assign to Franchisor or Franchisor's designee, at Franchisor's option, any assumed name rights or equivalent registration filed with state, city, or county authorities which contains the name "EASYRIDERS" or any Marks associated with the SystemA/TS Network, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation satisfactory to Franchisor within thirty (30) days after termination or expiration of this Agreement. E. Franchisee shall, in D. In the event it Franchisee continues to operate or subsequently begins to operate any other business, Franchisee shall not use any reproduction, counterfeit, copy or colorable imitation of the Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute Franchisor's exclusive rights in and to the Marks. Marks and further, Franchisee shall not utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Franchisor so as to constitute unfair competition. Franchisee shall make such modifications competition or alterations to the Franchised Business (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to prevent any association between Franchisor or the System and any business thereon subsequently operated by Franchisee or others, and shall make such specific additional changes thereto as Franchisor may reasonably request for that purpose, including, without limitation, removal of all distinctive physical and structural features identify the System. In the event Franchisee fails or refuses to comply with the requirements of this Paragraph XVII., Franchisor shall have the right to enter upon the premises where Franchisee's Franchised Business was conducted, without being guilty of trespass or any other tort, for the purpose of making or causing to be make such changes as may be required at the expense of Franchisee, which expense Franchisee shall pay upon demanda deceptive trade practice. F. E. Franchisee shall promptly pay all sums owing to Franchisor and its affiliatesFranchisor. In the event of termination for any default of Franchisee, such sums shall include all damages, costs, and expenses, including reasonable attorneys' fees, incurred by Franchisor as a result of the default. G. F. Franchisee shall pay to Franchisor all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor subsequent to the termination or expiration of the franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XVII or Paragraph XVAgreement. H. G. Franchisee shall immediately turn over to Franchisor all manualsmanuals and copies thereof, including the Confidential Operations Manual, customer lists, records, files, instructions, brochures, agreements, disclosure statements, and any and all other materials provided by Franchisor to Franchisee relating to the operation of the Franchised Business (all of which are acknowledged to be Franchisor's property). I. H. Franchisor shall acquire all right, title and interest to any sign or sign faces bearing the Marks. Franchisee hereby acknowledges Franchisor's right to access the Franchised Premises should Franchisor elect to take possession of any said sign signs or sign faces bearing the Marks. If this Agreement has been terminated for cause as provided in Paragraph XIX herein, such sign removal shall be at Franchisee's cost. In the event of non-renewal of this Agreement, Franchisor shall not charge Franchisee for the cost of sign removal. J. I. Franchisor shall have the right (but not the duty), to be exercised by notice of intent to do so within thirty (30) days after termination or expiration, to purchase for cash, except as provided in Paragraph XVII.I, cash any or all equipmentsigns (except those signs owned by Franchisor), supplies, and other inventory, advertising materialsAdvertising Materials, and all items bearing the Franchisor's Marks, at Franchisee's cost or fair market value, whichever is less. If the parties cannot agree on fair market value within a reasonable time, the determination of fair market value shall be submitted to made by arbitration in accordance with Paragraph XXIXXXXIX of this Agreement. If Franchisor elects to exercise any option to purchase herein provided, it shall have the right to set off all amounts due from Franchisee under this Agreement Agreement, and the cost of the arbitration, if any, against any payment therefor. K. Franchisee hereby acknowledges that all telephone numbers used in the operation of the franchised businesses constitute assets of the Franchised Business; and upon termination of expiration of this Agreement Franchisee shall assign to Franchisor or its designee, all Franchisee's right, title, and interest in and to Franchisee's telephone numbers and shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone number and any regular, classified or other telephone directory listing associated with the Marks and to authorize a transfer of same to or at the direction of Franchisor. L. Franchisee shall comply with the covenants contained in Paragraph XV. of this Agreement. M. 20.2 All obligations of Franchisor and Franchisee which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied or by their nature expire.