Common use of TITLE AND GOODWILL Clause in Contracts

TITLE AND GOODWILL. 4.1. The Licensee acknowledges the Licensor’s exclusive ownership of the Licensor’s Trade Marks. This Agreement does not give the Licensee, the Licensee Group Companies or the Permitted Sub-licensees any interest in the Licensor’s Trade Marks, except the right to use the Licensor’s Trade Marks in accordance with the terms of this Agreement. 4.2. Any use of the Licensor’s Trade Marks in so far as they form part of the Composite Trade Marks, or as otherwise permitted hereunder or under the Permitted Sub-licence Agreement, by the Licensee, any Licensee Group Company or any Permitted Sub-licensee shall inure to the sole benefit of the Licensor. Without prejudice to the foregoing, all goodwill arising on or derived from the use of the Licensor’s Trade Marks in so far as they form part of the Composite Trade Marks, or as otherwise permitted hereunder or under the Permitted Sub-licence Agreement, by the Licensee, any Licensee Group Company or any Permitted Sub-licensee pursuant to this Agreement shall accrue to the benefit of the Licensor. The Licensor may, at any time as reasonably required, call for a confirmatory assignment of that goodwill and the Licensee shall immediately execute, and shall ensure that the Licensee Group Companies and Permitted Sub-licensees immediately execute, such assignment. Any use of the Licensee’s Trade Marks in so far as they form part of the Composite Trade Marks by the Licensee, any Licensee Group Company or Permitted Sub-licensee shall inure to the sole benefit of the Licensee. Without prejudice to the foregoing, all goodwill arising on or derived from the use of the Licensee’s Trade Marks in so far as they form part of the Composite Trade Marks by the Licensee, any Licensee Group Company or Permitted Sub-licensee pursuant to this Agreement shall accrue to the benefit of the Licensee.

TITLE AND GOODWILL. 4.12.1 The Licensee acknowledges that, as between the Parties, the Marks are owned solely and exclusively by the Licensor or its Affiliates. The Licensee further acknowledges and agrees that, except as expressly set forth in this TML or the Licensor’s exclusive ownership Agreement the Licensee has no rights, title or interest in or to any of the Marks. To the fullest extent permissible by law the Licensee agrees not to assert any claim to any goodwill, reputation, ownership, or other right or interest in any of the Licensor’s Trade Marks. This Agreement does not give Marks by virtue of the Licensee’s use of the Marks, except as expressly granted in this TML or the Agreement. The Licensee agrees that it will not do or permit any act or thing to be done in derogation of any of the rights of the Licensor in connection with the Marks or the goodwill associated therewith. In the event that the Licensee Group Companies or the Permitted Sub-licensees any interest in challenges the Licensor’s Trade Marks, except the right to use rights in any of Licensor’s Marks (including without limitation the Licensor’s Trade Marks in accordance with registration of any of the terms Marks) or the validity of this Agreementany of Licensor’s Marks, the licenses granted to the Licensee pursuant hereto shall terminate. 4.2. Any 2.2 All goodwill associated with or derived from the use of the Licensor’s Trade Marks (including use of the Marks in so far as they form part combination with any other trademark pursuant to Section 3 of the Composite Trade Marks, or as otherwise permitted hereunder or under the Permitted Sub-licence Agreement, ) by the Licensee, any Licensee Group Company or any Permitted Sub-licensee Franchisee and Sublicensees shall inure to the sole benefit of the Licensor. Should the Licensee or any Sublicensees obtain any right, title or interest in any of the Marks, such right, title and interest shall immediately vest solely in the Licensor, and the Licensee hereby assigns or shall procure the assignment of any such right, title and interest to the Licensor. Without prejudice to the foregoing, all the Licensee expressly waives any rights it may have to the goodwill arising on or derived from the use of the Licensor’s Trade Marks (including in so far as they form part respect of any Licensor’s Xxxx used in combination with any other trademark). 2.3 If, in the Licensor’s reasonable and good faith determination, the Licensee’s or Sublicensee’s use of any of the Composite Trade MarksMarks infringes the rights of any third party then the Licensor shall so notify the Licensee in writing, or as otherwise permitted hereunder or under the Permitted Sub-licence Agreement, by the Licensee, any Licensee Group Company or any Permitted Sub-licensee pursuant to this Agreement shall accrue to the benefit of the Licensor. The Licensor may, at any time as reasonably required, call for a confirmatory assignment of that goodwill and the Licensee shall agrees to terminate or modify (or cause the Sublicensee to terminate or modify) immediately execute(and in any event within thirty (30) days) such use in accordance with the Licensor’s instructions (or, and shall ensure that the Licensee Group Companies and Permitted Sub-licensees immediately executeif such termination or modification cannot reasonably be completed within such thirty (30) day period, to initiate all possible action to terminate or modify such assignment. Any use of the Licensee’s Trade Marks in so far as they form part of the Composite Trade Marks by the Licensee, any Licensee Group Company or Permitted Sub-licensee shall inure to the sole benefit of the Licensee. Without prejudice to the foregoing, all goodwill arising on or derived from the use of the Licensee’s Trade Marks in so far as they form part of the Composite Trade Marks by the Licensee, any Licensee Group Company or Permitted Sub-licensee pursuant to this Agreement shall accrue to the benefit of the Licenseewithin such thirty (30) day period).