Common use of Trademark License Clause in Contracts

Trademark License. (a) Subject to the terms and conditions herein, during the Term, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks in the Territory in connection with the current and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. (a) Subject to the terms and conditions herein, during the Termof this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as permitted under Section 13.1), terminable (but only in accordance with Section 11.3), royalty-free license (without the right to grant sublicenses) to use and reproduce the Licensed Licensor Marks as Trademarks in the Territory solely in connection with the current and future operation of marketing the Licensed Vacation Ownership BusinessSoftware in the Territory. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by agrees to state in appropriate places on all materials using the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of Marks that the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue are trademarks of Licensor that Licensee is not already linking and to include the symbol ™ or framing ® as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby appropriate. Licensor grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property no rights in the Licensed ContentLicensor Marks other than those expressly granted in this Section 2.3. Licensee acknowledges Licensor’s exclusive ownership of the Licensor Marks. Licensee agrees not to take any action inconsistent with such ownership and to cooperate, at Licensor’s request and expense, in each case, any action (including the conduct of legal proceedings) which Licensor deems necessary or desirable to establish or preserve Licensor’s exclusive rights in and to the extent necessary Licensor Marks. Except for any trademarks or trade names currently being used by or are registered to advertise Licensee, Licensee will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Licensor Marks or in such a way as to create combination marks with the Licensor Marks. Licensee will provide Licensor with samples of all products and promote marketing materials that contain the Licensed Vacation Ownership Business on Licensor Marks prior to their public use, distribution, or display for Licensor’s quality assurance purposes and Licensor shall approve or disapprove of such samples within fifteen (15) business days of Licensee’s behalf during submission. In the Termevent Licensor fails to disapprove of such samples within said time period, such use, distribution, or display of Licensor Marks shall be deemed approved. Licensee may further sublicense agrees to make reasonable efforts to submit such samples as far in advance as possible. At Licensor’s request, Licensee will modify or discontinue any use of the above license in connection Licensor Marks if Licensor determines that such use does not comply with the foregoingLicensor’s then-current trademark usage policies and guidelines.

Trademark License. TriHealth hereby grants to School a nonexclusive, nontransferable, royalty free license (athe "License") Subject to use the TriHealth trademarks, service marks, name and/or logos included in the Shared Mark (the "TriHealth Marks") for the sole purpose of providing the Sponsorship Rights, and School accepts the License, subject to the terms and conditions hereincontained in this Agreement. School acknowledges the ownership of the TriHealth Marks in TriHealth and agrees that it will do nothing inconsistent with such ownership. School agrees that all use of the TriHealth Marks by the School shall inure to the benefit of and be on behalf of TriHealth and shall be subject to TriHealth's prior approval. School agrees that nothing in this License shall give School any right, during title or interest in the Term, Licensor TriHealth Marks other than the right to use the TriHealth Marks in accordance with the License. Beacon hereby grants to Licensee School a nonexclusive, nontransferable, royalty free license (the "License") to use the Licensed Marks as Trademarks Beacon trademarks, service marks, name and/or logos included in the Territory Shared Mark (the "Beacon Marks") for the sole purpose of providing the Sponsorship Rights, and School accepts the License, subject to the terms and conditions contained in connection this Agreement. School acknowledges the ownership of the Beacon Marks in Beacon and agrees that it will do nothing inconsistent with such ownership. School agrees that all use of the Beacon Marks by the School shall inure to the benefit of and be on behalf of Beacon and shall be subject to Beacon's prior approval. School agrees that nothing in this License shall give School any right, title or interest in the Beacon Marks other than the right to use the Beacon Marks in accordance with the current and future operation License. Upon termination of this Agreement for any reason, the above referenced Licenses shall terminate. School shall in such event cease all use of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarityShared Mark, (i) the above license covers only the exact Licensed Beacon Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted TriHealth Marks immediately unless otherwise agreed in writing by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Businessparties. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. (a) Subject to the terms and conditions hereinInktomi hereby grants Powerize a nontransferable, nonexclusive license under Inktomi's trademarks during the Term, Licensor Term to display the Inktomi Icon on the Site. CONFIDENTIAL TREATMENT REQUESTED Brackets have been used to identify information which has been omitted from this exhibit pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Powerize hereby grants to Licensee Inktomi a nontransferable, nonexclusive license to use the Licensed Marks as Trademarks in the Territory in connection with the current and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, under Powerize's trademarks during the Term, Licensor will not use (or allow others Term to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor advertise that Licensee Powerize is not already linking to or framing as of using Inktomi's services. Promptly following the Effective Date, regardless each party will provide to the other party its trademark usage guidelines, as such guidelines may be amended from time to time. All uses of whether trademarks as set forth above shall be in accordance with such guidelines. For uses outside of such guidelines, a party will submit all materials of any kind containing the foregoing constitutes trademark other party's nonconforming trademarks to the other party before release to the public for inspection, and such other party will have the right to approve or disapprove such material prior to its distribution. Except as set forth in this Section, nothing in this Agreement shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party's trademarks. All use under applicable Laws. of Powerize trademarks by Inktomi shall inure to the benefit of Powerize, and all use of Inktomi trademarks by Powerize shall inure to the benefit of Inktomi. At no time during or after the term of this Agreement shall one party challenge or assist others to challenge the trademarks of the other party (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, except to the extent necessary such restriction is prohibited by applicable law) or the registration thereof or attempt to advertise and promote register any trademarks, marks or trade names confusingly similar to those of the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoingother party.

Trademark License. (a) Subject to the terms and conditions herein, during the Termof this Agreement, Licensor hereby grants to Licensee Reseller a license non-exclusive, non- transferable, revocable license, without the right to use the Licensed Marks as Trademarks sublicense, only in the Territory Territory, to use, display and reproduce the trademarks, service marks, or trade names owned by Licensor and placed on the applicable Product Unit or otherwise used in connection with the current and future operation of applicable Product Unit by Licensor as specifically set forth at the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For claritywebsite xxxx://xxx.xxxxxxxxxxxxx.xxx/reseller/ ("Licensor Trademarks"), (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks solely in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensormarketing, Licensee shall not (i) bid foradvertising, purchasepromotion, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as and distribution of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense Product Units during the Term of this Agreement. Reseller's use will be in accordance with Licensor's guidelines and policies regarding advertising and trademark usage as established from time to time, including, without limitation, those guidelines and policies set forth at the website xxxx://xxx.xxxxxxxxxxxxx.xxx/reseller/branding/ (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, "Trademark Guidelines"). As a condition to the extent necessary above trademark license, Reseller agrees to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection fully comply with the foregoingTrademark Guidelines. All rights of Licensor in and to such Licensor Trademarks not expressly granted under this Section 3(a) are reserved by Licensor. Reseller agrees that all use of the Licensor Trademarks, and all goodwill arising out of such use, shall inure to the sole benefit of Licensor. Licensor will have the right to monitor Reseller's use of the Licensor Trademarks. From time to time and upon Licensor's request, Reseller shall promptly submit to Licensor samples of all materials bearing the Licensor Trademarks, including, without limitation, any advertising, webpages, packaging or other materials. In the event of any improper use of the Licensor Trademarks, Licensor shall have the right to deliver written notice describing the improper use to Reseller, and Reseller shall immediately remedy such improper use. If Reseller fails to immediately remedy such improper use, Licensor shall have the right to terminate the trademark license contained in this Section 3(a) by providing written notice of such termination to Reseller.

Trademark License. (a) Subject to Licensee must at all times market, promote, and sell the terms Licensed Products under the Trademark and conditions hereinmay not use any other trade, during brand, or product name without the Term, prior written consent of Licensor. Licensor hereby grants to Licensee a worldwide, royalty-free, fully paid up, non-transferable license to use the Licensed Marks as Trademarks in the Territory Trademark in connection with the current marketing and future operation sale of Licensed Products, subject to the following terms and conditions: (a) Except as otherwise agreed to by Licensor in writing, all use of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Trademark by Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without is subject to Licensor’s prior written consent, and standard trademark usage policy in effect from time to time (ii) the above exclusivity means that, during the Term, provided that Licensor will not use (or allow others delivers a copy of such policy to use) the Licensed Marks in connection with the Licensed Vacation Ownership BusinessLicensee). (b) Without All stylized use of the prior written consent of Trademark shall be solely in the original logotype identified by Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned except as otherwise agreed in writing by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsLicensor. (c) Licensee hereby grants agrees not to Licensor and its Subsidiaries a non-exclusive sublicense during affix the Term Trademark to (i) use products other than the Licensed Marks and Products. Furthermore, Licensee agrees not to attach any additional trademarks, logos, or designations to the Licensed Products without the prior written consent of Licensor (iiwhich consent will not be unreasonably withheld. The “®” icon shall always follow the Trademark. (d) use and exercise Licensee shall not challenge the intellectual property validity of Licensor’s rights in the Licensed Content, in each case, and to the extent necessary to advertise and promote Trademark or the Licensed Vacation Ownership Business on Licensee’s behalf during validity of the TermTrademark or any registration(s) thereof. Licensee agrees that it shall not register or attempt to register the Trademark or any other trademark or trade name of Licensor, or use or register any other trademark or trade name which may further sublicense be confusingly similar to the above license Trademark or any other trademark or trade name of Licensor. (e) Licensee shall promptly, upon receipt of notice thereof, fully inform Licensor as to any actual or proposed action, by any governmental agency, consumer or environmental group, media or other organization, directed toward removing from the market any Licensed Product based on alleged injury or death, alleged potential for harm, product defect, alleged contamination, tampering or similar occurrence, actual or alleged violation of law in connection with production, labeling, packaging, storage, shipment, advertising or sale, or for any other reason whatsoever. Licensee shall likewise promptly inform Licensor as to any proposal to remove from the foregoingmarket any such Licensed Product as described above on account of suspected nonconformity with applicable product quality or safety standards, improper labeling, possibility of consumer harm, and/or violation of any law or regulation. Licensee shall not issue any public statement stating or implying that Licensor has any responsibility for the manufacture, packaging, labeling, shipping, advertising or any other activity related to the sale of Licensed Products, without first reviewing the same with and seeking the input on the same from Licensor.

Trademark License. (a) As between Licensor and Licensee, Licensee acknowledges that WonderWings is and shall remain the sole owner of all trademarks related to the Property, and that Licensor is and shall remain the owner of all copyrights, and other rights associated with the Property, and in all artwork, packaging, copy, literary text, advertising and promotional material of any sort which utilize the Property, including all such materials, creations and/or modifications to the Property developed by Licensee, (collectively, the "Copyrighted Materials") and the goodwill pertaining to all of the foregoing. Licensee shall not at any time register or apply to register for Licensee's benefit any trademarks, logos, marks, or names which are identical or confusingly similar to the Property. (b) Subject to the terms and conditions hereinof this Agreement, during Licensee is hereby granted the Term, Licensor hereby grants to Licensee a non-exclusive right and license in the Territory to use the trademarks and servicemarks depicted on the attached Schedule "B" and Schedule "C" including PorchLight's, JJPP's and WonderWings' logos as set forth therein during the Licensed Marks as Trademarks in the Territory Period, however, such trademarks, servicemarks and logos may be used by Licensee only in connection with the current manufacture, marketing, sale and future operation distribution of the Licensed Vacation Ownership BusinessProducts and Collateral Materials, subject to Agent's written approval of all such materials. Such license shall be exclusive for Licensee agrees not to associate any other characters or properties of any other entity, including Licensee, with the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations Property or stylizations of its trademarks either on the Licensed MarksProducts or in their packaging, in each caseadvertising, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (promotional or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile display materials or other media Collateral Materials so as to promote such other characters or (ii) link properties or to create the impression that any trademark or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed ContentProperty are related to any such rights of such other entity. However, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense use its own trademarks and other identifying materials in such manner as to identify Licensee as the above license actual source of the manufactured products subject always to Agent's approval as provided hereinabove in connection with the foregoingParagraph 8.

Trademark License. (a) Subject With respect to any trademarks or service marks of a Party that are designated in the applicable Project Addendum as licensed by one Party to the terms and conditions hereinother for purposes of the applicable Project (such applicable marks, during the Term“Marks”), Licensor hereby grants unless otherwise agreed in such Project Addendum, the licensing Party is deemed to Licensee grant to the other Party a non-exclusive, royalty-free, non-sublicensable, non-assignable license to use the Licensed Marks as Trademarks solely in conjunction with the applicable Joint Offerings designated in the Territory Project Addendum in connection accordance with the current and future operation of terms thereof (the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity“Trademark License”), in accordance with (i) all applicable use guidelines that the above license covers only the exact Licensed Marks, and Licensee granting party may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consentissue from time to time, and (ii) all relevant laws and regulations, and subject to the above exclusivity means thatconditions set forth in this Agreement. Without limiting the generality of Section 6.1, during the Termlicensing Party retains all right, Licensor will not title and interest in and to its respective Marks at all times, and the licensee acknowledges that all goodwill arising from its use of the licensing Party’s Marks shall inure solely to the licensing Party. Each licensee shall use the other Party’s Marks solely as designated by the licensing Party and in accordance with all guidelines and instructions provided by such licensing Party from time to time. The licensing Party may terminate the Trademark License at any time effective immediately upon notice to the other Party, notwithstanding the continuation in effect of the Project Addendum, if (or allow others to usea) the Licensed Marks licensing Party reasonably determines that the licensee has violated any provision of the Trademark License, the Project Addendum or this Agreement in connection with the Licensed Vacation Ownership Business. any respect, or (b) Without the licensing Party determines in its discretion that it does not have sufficient rights with respect to the applicable Marks to grant the Trademark License. The licensee of a Party’s Marks hereunder will not at any time contest any rights of the licensing Party in or to any of its Marks or use or seek to register (or assist or advise any other person in registering) any trademark or service xxxx that could be reasonably construed as confusingly similar with, infringing of or dilutive of the other Party’s rights in or to its Marks. Neither Party shall use or permit the use of Marks that may be confusingly similar to the other Party's Marks. Neither Party shall represent or imply that the Parties are in any way related to or controlled by one another. Each substantially new use of a Xxxx by a licensee shall be subject to the owner's prior written consent of Licensorapproval, Licensee and such approval shall not (i) bid forbe unreasonably withheld, purchaseconditioned, register or delayed. Except as expressly stated in this Agreement, no other right of a Party to use any Xxxx belonging to the term “Hilton” or other Party is granted. Neither Party shall at any time use any of the other Trademark owned by Licensor Party’s Marks in any manner that in any way could reasonably be expected to be detrimental to the interests of such other Party or its Subsidiaries as affiliates or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Lawsagents. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. (a) Subject to the terms and conditions hereinof this Section 6.11, during Hertz grants the TermQI a non-exclusive, Licensor hereby grants to Licensee a royalty-free license to use the service xxxx “Hertz”, as evidenced by Certificate of Registration No. (the “Licensed Marks Trademark”) with respect only to the QI’s service as Trademarks Qualified Intermediary pursuant to this Agreement (the “Licensed Services”), and in connection therewith, in the Territory in connection with the current QI’s trade name and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Businesscompany name. (b) Without the prior written consent of LicensorThe QI agrees to provide, Licensee shall not (i) bid forat Hertz’s request, purchase, register or specimens showing use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless Licensed Trademark with respect to the Licensed Services for Hertz’s inspection and approval and as needed by Hertz to file in the United States Patent and Trademark office evidencing use of whether the foregoing constitutes trademark use under applicable LawsLicensed Trademark in commerce by the QI. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use The QI acknowledges that Hertz owns the Licensed Marks Trademark, and (ii) use and exercise that it has no rights with respect thereto other than the intellectual property licenses set forth in this Section 6.11. Any rights in the Licensed ContentTrademark arising from the use of the Licensed Trademark by the QI shall inure and accrue exclusively to Hertz. (d) The QI shall only use the Licensed Trademark in a manner previously approved by Hertz. (e) The QI agrees to provide the Licensed Services in accordance with standards of quality approved by Hertz. Hertz’s designee shall have the right, in each caseat all reasonable times, during normal business hours, to enter the extent necessary QI’s premises to advertise and promote inspect any documents or records relating to the Licensed Vacation Ownership Business on Licensee’s behalf during Services, for the Term. Licensee may further sublicense purpose of enabling Hertz to assess whether the above license in connection Licensed Services comply with the foregoingstandards of quality submitted or approved by Hertz. If the Licensed Services supplied by the QI do not conform with the standards of quality approved by Hertz in any respect, Hertz shall so inform the QI in writing of such failure to conform, and the QI shall immediately cease use of the Licensed Trademark. (f) The QI agrees to inform Hertz of the use of any marks similar to the Licensed Trademark and any potential infringements of the Licensed Trademark which come to its attention. (g) In the event the QI is named as defendant in any action based on its use of the Licensed Trademark, the QI agrees to immediately notify Hertz, and Hertz shall have the right to intervene in any such action and to control and direct the defense thereof, including the right to select defense counsel, provided that in the event Hertz chooses to exercise control Hertz agrees to reimburse the QI for the cost of the QI’s defense and to indemnify the QI against all damages arising therefrom, provided that the QI has complied with all its obligations under this Section 6.11 and has cooperated with Hertz in the defense of such action. (h) Upon termination of this Agreement, the QI agrees to discontinue all use of the Licensed Trademark in any manner whatsoever, including use and registration of the Licensed Trademark in the QI’s trade name and company name. Upon termination of this Agreement, all rights granted to the QI under this Section 6.11 shall revert to Hertz.

Trademark License. Licensee may market, promote, and sell the Licensed Products under the Trademark only with the prior written approval of Licensor, which approval will not be unreasonably withheld. It shall not be considered unreasonable for Licensor to withhold such approval for, among other reasons, product quality concerns or because the use of the Trademark may be inconsistent with the Licensor’s branding and product strategy. In the event of a Licensed Product that is not made with Liquidmetal Alloy, then Licensor may withhold such approval for any reason whatsoever. With respect to any Licensed Product as to which Licensee desires to market, promote, and/or sell under the Trademark (a) a “Trademarked Product”), Licensee shall first deliver samples of the proposed Trademarked Product to Licensor and shall provide Licensor with all packaging, copy, and other materials or products on which the Trademark will appear in substantially the manner in which Licensee desires the Trademark to be used and appear (the “Proposed Usage”). Licensor will use reasonably commercial efforts to promptly approve or disapprove the Proposed Usage. Subject to the terms and conditions herein, during the Termsuch approval, Licensor hereby grants to Licensee a worldwide, royalty-free, fully paid up, non-transferable license to use the Licensed Marks as Trademarks in the Territory Trademark in connection with the current marketing and future operation sale of Licensed Products in accordance with any Proposed Usage approved by Licensor in writing, subject to the following terms and conditions: (a) Except as otherwise agreed to by Licensor in writing, all use of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Trademark by Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without is subject to Licensor’s prior written consent, and standard trademark usage policy in effect from time to time (ii) the above exclusivity means that, during the Term, provided that Licensor will not use (or allow others delivers a copy of such policy to use) the Licensed Marks in connection with the Licensed Vacation Ownership BusinessLicensee). (b) Without All stylized use of the prior written consent of Trademark shall be solely in the original logotype identified by Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned except as otherwise agreed in writing by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsLicensor. (c) Licensee hereby grants agrees not to Licensor and its Subsidiaries a non-exclusive sublicense during affix the Term Trademark to (i) use products other than the Licensed Marks and Products. Furthermore, Licensee agrees not to attach any additional trademarks, logos, or designations to the Licensed Products without the prior written consent of Licensor (iiwhich consent will not be unreasonably withheld. The “®” icon shall always follow the Trademark. (d) use and exercise Licensee shall not challenge the intellectual property validity of Licensor’s rights in the Licensed Content, in each case, and to the extent necessary to advertise and promote Trademark or the Licensed Vacation Ownership Business on Licensee’s behalf during validity of the TermTrademark or any registration(s) thereof. Licensee agrees that it shall not register or attempt to register the Trademark or any other trademark or trade name of Licensor, or use or register any other trademark or trade name which may further sublicense be confusingly similar to the above license Trademark or any other trademark or trade name of Licensor. (e) Licensee shall promptly, upon receipt of notice thereof, fully inform Licensor as to any actual or proposed action, by any governmental agency, consumer or environmental group, media or other organization, directed toward removing from the market any Licensed Product based on alleged injury or death, alleged potential for harm, product defect, alleged contamination, tampering or similar occurrence, actual or alleged violation of law in connection with production, labeling, packaging, storage, shipment, advertising or sale, or for any other reason whatsoever. Licensee shall likewise promptly inform Licensor as to any proposal to remove from the foregoingmarket any such Licensed Product as described above on account of suspected nonconformity with applicable product quality or safety standards, improper labeling, possibility of consumer harm, and/or violation of any law or regulation. Licensee shall not issue any public statement stating or implying that Licensor has any responsibility for the manufacture, packaging, labeling, shipping, advertising or any other activity related to the sale of Licensed Products, without first reviewing the same with and seeking the input on the same from Licensor. (f) Licensee shall not vary the Proposed Usage which is approved in writing by Licensor, unless the variation of the Proposed Usage is approved in advance by Licensor in writing, in which case the term “Proposed Usage” will refer to the Proposed Usage as varied by the approved variation. (g) Upon written notice to the Licensee, Licensor shall have the right to revoke any prior approval of a Proposed Usage with respect to any Licensed Product as to which there has been a breach of Section 2.10 below.

Trademark License. (a) Subject to the terms and conditions herein, during the Term, Licensor Manager hereby grants to Licensee Tenant a non-exclusive right and license (“Trademark License”) to use “MSM” solely as part of the Licensed Marks as Trademarks name of the Facility (which, for the purposes of clarity, allows Tenant to, without limitation, use “MSM” and the name of Manager in any advertisements, promotional material, announcements, filings/disclosures made pursuant to Legal Requirements and related to the Territory Facility). Tenant shall not be permitted to use “MSM” in connection with the current and future identification or operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarityany other business or property, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone oror at any other location, except as permitted by may otherwise be provide in other agreements between the Licensor Brand Identity Guidelines any variationsparties. Tenant acknowledges and agrees that Manager (or one of its Affiliates) is the owner of all right, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consenttitle, and (ii) interest in and to “MSM” and the above exclusivity means thatgoodwill associated with and symbolized by that xxxx. Tenant’s use of “MSM” pursuant to this Trademark License shall not give Tenant any ownership, during the Termapart from this Trademark License, Licensor will to “MSM,” and that all goodwill arising from Tenant’s use of “MSM” shall inure solely to Manager’s benefit. Tenant shall not use (except as otherwise permitted in this Agreement) or allow others attempt to use) register any trademark, service xxxx, trade name, domain name, or other xxxx or name that is the Licensed Marks in connection with same, contains, or is otherwise confusingly similar to the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee MSM xxxx. The MSM xxxx shall not (i) bid forbe combined with, purchaseassociated with, register or use the term “Hilton” or used in conjunction with any other Trademark trademark, service xxxx, corporate name, or trade name except as expressly approved by Manager. Tenant shall promptly notify Manager if a lawsuit, claim, or threat of a lawsuit or claim is alleged that use of the MSM xxxx infringes upon a trademark, service xxxx, or trade name owned by Licensor or a third-party. Manager will, at its Subsidiaries as or as part sole discretion, decide on an appropriate response. Tenant shall provide reasonable cooperation to Manager in the defense. Tenant shall also promptly notify Manager of any key word, ad word, metatag infringement or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as potential infringement of the Effective DateMSM xxxx by third-parties which come to Tenant’s attention. Manager will, regardless at its sole discretion, decide whether and how to proceed. Tenant shall provide reasonable cooperation to Manager as necessary. This Trademark License shall immediately terminate upon termination or expiration of whether the foregoing constitutes trademark use under applicable Lawsthis Agreement. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. Each party ("Licensor") grants to the other party ("License") the right to use the trademarks, marks, and trade names that Licensor may adopt from time to time ("Licensor's Trademarks"), solely to exercise Licensee's rights or perform Licensee's obligations under this Agreement. All representations of Licensor's Trademarks that Licensee intends to use shall first be submitted to Licensor for approval (which shall not be unreasonably withheld) of design, color and other details or shall be exact copies of those used by Licensor. In addition, Licensee shall fully comply with all reasonable guidelines, if any, communicated by Licensor to Licensee concerning the use of Licensor's Trademarks. Nothing contained in this Agreement shall grant or shall be deemed to grant to Licensee any right, title or interest in or to Licensor's Trademarks. (a) Subject At no time during or after the term of this Agreement shall either party challenge or assist others to challenge Licensor's Trademarks (except to the terms and conditions hereinextent such restriction is expressly prohibited by applicable law) or the registration thereof or attempt to register any trademarks, during marks or trade names confusingly similar to those of the Termother party. If Licensee, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks in the Territory course of exercising its rights hereunder, acquires any goodwill or reputation in connection with any of Licensor's Trademarks, all such goodwill or reputation shall automatically vest in Licensor, when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the current and future operation expiration or termination of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For claritythis Agreement, (i) the above license covers only the exact Licensed Markswithout any separate payment or other consideration of any kind to Licensee, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others agrees to use) the Licensed Marks in connection with the Licensed Vacation Ownership Businesstake all such actions necessary to effect such vesting. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to To the extent necessary to advertise properly protect Licensor's rights, Licensor and promote Licensee shall enter into registered user agreement with respect to Licensor's Trademarks pursuant to applicable trademark law requirements in countries outside the Licensed Vacation Ownership Business on Licensee’s behalf during the TermUnited States. Licensee may further sublicense shall be responsible for proper filing of the above license in connection registered user agreement with the foregoingappropriate government authorities and shall pay all costs or fees associated with such filing.

Trademark License. (a) Subject to the terms and conditions hereinof the Agreement, during the Term, Licensor hereby Customer (“TM Licensor”) grants to Licensee STS (“TM Licensee”) a limited, non-exclusive, non-transferable, royalty-free right and license to use TM Licensor’s trademarks, service marks and other corporate indicia specified by TM Licensor (“Marks”) solely for the Licensed Marks as Trademarks purposes contemplated in the Territory Agreement, including, without limitation, to identify Customer as a customer of STS and of the Platform, to perform any professional services, and to furnish Components to End Users hereunder. TM Licensee will use TM Licensor’s Marks in connection conformance with any trademark usage policy TM Licensor may communicate to TM Licensee from time to time. TM Licensee’s use of TM Licensor’s Marks will be subject to the approval of TM Licensor, such approval not to be unreasonably withheld, with the current and future operation understanding that any substantially similar use will not require additional approval, but will be subject to the provisions of the Licensed Vacation Ownership Businessthis section. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and TM Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed TM Licensor’s Marks in connection a manner that TM Licensor reasonably believes dilutes, tarnishes or blurs the value of TM Licensor’s Marks. TM Licensee acknowledges that TM Licensee’s use of TM Licensor’s Marks will not create in TM Licensee, nor will TM Licensee represent it has, any right, title or interest in or to TM Licensor’s Marks other than the license granted by TM Licensor above. TM Licensee will not challenge the validity of or attempt to register any of TM Licensor’s Marks, adopt any derivative or confusingly similar names, brands, or marks, or create any combination marks with the Licensed Vacation Ownership Business. (b) Without the prior written consent of TM Licensor, ’s Marks. TM Licensee shall not (i) bid for, purchase, register or acknowledges TM Licensor’s ownership and exclusive right to use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed TM Licensor’s Marks and (ii) agrees that all goodwill arising as a result of TM Licensee’s use and exercise the intellectual property rights in the Licensed Content, in each case, of TM Licensor’s Marks will inure solely to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoingbenefit of TM Licensor.

Trademark License. Netsol and one or more affiliated companies (aindividually or collectively, as the case may be, but referred to as the "Licensors") Subject hereby grant and CFS hereby accepts, a personal, non-exclusive, non-transferable and non-assignable license to CFS to use the terms certain trademarks and conditions hereinservice marks owned by the Licensors identified as such in writing to CFS by Netsol (as expanded by Netsol after the date hereof) (collectively, the "Licensed Marks"), during the Termterm of the Agreement solely for the advertising, Licensor hereby grants marketing and promotion of the Products. The Software shall contain Netsol-designed screen giving development credit to Licensee a license to Netsol. CFS shall use the Licensed Marks as Trademarks only in the Territory in connection a manner that complies with the current Agreement and future operation of the Licensed Vacation Ownership Businessminimum specifications set forth by Netsol as amended from time to time. Such license CFS shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the offer, sale, advertising, marketing or promotion of any goods, services or other activities other than in connection with the Products. CFS hereby accepts that Licensors own all right, title and interest in and to the Licensed Vacation Ownership Business. (b) Without the prior written consent of LicensorMarks and all goodwill attached or which shall become attached thereto, Licensee shall not (i) bid for, purchase, register or excepting CFS's limited right to use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or Licensed Marks pursuant to the license herein granted. CFS may not use the Licensed Marks as part of any key worddomain name. CFS shall not at any time do or cause or suffer to be done any act or thing in any way impairing or tending to impair Licensors' right, ad word, metatag or similar device designed title and interest in and to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property Marks. All rights in the Licensed Content, in each case, Marks arising from the use thereof by CFS shall inure to the extent necessary benefit of Licensors and Licensors shall have the exclusive right to advertise and promote register or deal with the same. CFS shall not represent in any manner that it has any ownership interest in the Licensed Vacation Ownership Business on Licensee’s behalf during Marks, and CFS accepts that use of the TermLicensed Marks shall not create in its favor any right, title or interest in or to the Licensed Marks. Licensee may further sublicense CFS shall promptly inform Netsol of any use or infringement by a third party of the above license in connection with the foregoingLicensed Marks.

Trademark License. (a) Subject to the terms and conditions hereinof this License, during the Term, Licensor Eclipse Foundation hereby grants to Licensee Group a limited, nonexclusive, non-transferable, non-sublicensable license to the trademarks listed in Exhibit A (the “Licensed Marks”) to: 1. use the Licensed Marks as Trademarks in part of your Group’s name, which shall not be altered without the Territory in connection with the current and future operation express written consent of the Licensed Vacation Ownership BusinessEclipse Foundation; 2. Such license shall be exclusive for display the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the unaltered Licensed Marks in connection with the foregoing, and in accordance with the terms of this License and Eclipse Foundation’s then-current trademark guidelines (“Trademark Guidelines”). The Eclipse Foundation name, the Licensed Vacation Ownership Business. (bMarks, any permitted trademark names, and the Eclipse Foundation logo(s) Without posted at xxxxx://xxx.xxxxxxx.xxx/legal/logo_guidelines.php or xxxxx://xxx.xxxxxxx.xxx/artwork are referred to collectively as the prior written consent of Licensor, Licensee shall “Trademarks”. The Group may not (i) bid for, purchase, register or use the term “Hilton” Trademarks for any commercial purpose whatsoever or in any manner other Trademark owned by Licensor or its Subsidiaries than as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as expressly permitted below. To preserve the value of the Effective DateTrademarks, regardless the Group’s operations and activities, and the manner in which they are conducted, shall be consistent with the high standards of whether quality traditionally associated with Eclipse Foundation trademarks. All uses of the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants Trademarks must be in accordance with the Trademark Guidelines and Exhibit A. The Eclipse Foundation reserves the right to Licensor request a copy of all materials and its Subsidiaries a non-exclusive sublicense during items that contain the Term Licensed Marks to (i) ensure compliance with the terms of this License and the Trademark Guidelines. The Group may use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license solely in connection with Group activities and in related promotional literature, newsletters, website content, and other non-commercial communications relating to official Group business. In using the foregoingLicensed Marks solely for the above-described purposes, without Eclipse Foundation’s express written permission neither the Group nor its members shall: 1. state or in any way imply that they speak for, act on behalf of, or represent the Eclipse Foundation; 2. state or in any way imply that the Eclipse Foundation agrees with, endorses, approves, ascribes to, consents to, or recommends any views or opinions expressed by the Group or any of its members; 3. unless expressly permitted in Exhibit A, use any trademark owned by Eclipse Foundation in their URL or domain name; or 4. use any trademark owned by the Eclipse Foundation other than the Licensed Marks. 5. take any other action that might affect the distinctive quality of the Licensed Marks or adversely affect the reputation of the Eclipse Foundation.

Trademark License. (a) Subject Teradici grants Licensee a worldwide, non-exclusive, non-transferable, personal right to use the Trademarks, pursuant to the terms and conditions hereinof this License Agreement, during the Term, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks in the Territory solely in connection with Licensee Product Offerings that Licensee develops using the current SDK as permitted herein. Licensee agrees that it will use the Trademarks along with any other marks, marketing, promotion or other materials regarding such Licensee Product Offerings, for example on Licensee’s website, and future operation in printed and electronic communications to indicate that the Licensee Product Offerings were developed using the Teradici SDK, and that such co-branding will be done in a visible, prominent manner on user-facing screens of the Licensed Vacation Ownership BusinessLicensee Product Offerings and will include the Teradici logo provided in Exhibit A. Licensee’s use of the Trademarks under this License Agreement will comply with the Trademark Usage Guidelines posted by Teradici at xxx.xxxxxxxx.xxx. Such Use of the Trademarks does not give Licensee any right, title or interest in the Trademarks, other than the license shall be exclusive for the Termrights granted herein. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone orassign, except as permitted by the Licensor Brand Identity Guidelines transfer or sublicense any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, trademark right granted herein without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of LicensorTeradici. Licensee agrees not to use the Trademarks in any way that will disparage Teradici or its products, injure Teradici's reputation for high quality or otherwise diminish or damage Teradici's goodwill in the Trademarks or infringe Teradici's intellectual property. Licensee acknowledges the validity of the Trademarks and Teradici's sole ownership of the Trademarks, and that Teradici retains all right, title and interest in and to the Trademarks. Licensee recognizes the value of the goodwill associated with the Trademarks, and acknowledges that such goodwill inures exclusively to the benefit of and belongs to Teradici. Licensee shall not (i) bid for, purchase, register use the Trademarks in a manner that derogates Teradici's rights in the Trademarks and will take no action that will interfere with or diminish Teradici's rights in the Trademarks. Licensee agrees not to adopt or use the term “Hilton” a trademark, service xxxx, or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key worddesignation confusingly similar to the Trademarks. Further, ad word, metatag or similar device designed Licensee agrees to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license Trademarks only in connection with products that are of a quality and reputation consistent with the foregoinghigh quality of Teradici’s products and services and are advertised in a manner consistent with industry standards. Upon reasonable request from Teradici, Licensee will notify Teradici of the locations of your use of the Trademarks and furnish Teradici with suitable specimens of such use. Licensee agrees to undertake such steps as Teradici may reasonably request to assist in monitoring and maintaining the quality and form of use of the Trademarks. Licensee must promptly remedy any material deficiencies in its use of the Trademarks upon reasonable notice from Teradici.

Trademark License. (a) Subject to the terms and conditions herein, during the Term, Licensor LMCE hereby grants to Licensee Victory a perpetual, non-exclusive worldwide, royalty‑free, fully paid up, non‑transferable license to use the Licensed Marks as Trademarks in the Territory solely in connection with the current marketing and future operation sale of the products and services in the Victory Licensed Vacation Ownership Business. Such license shall be exclusive for , subject to the Term. For clarityfollowing terms and conditions: (a) Except as otherwise agreed to by LMCE in writing, (i) the above license covers only the exact Licensed Marks, and Licensee may not all use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed MarksTrademarks by Victory is subject to LMCE’s standard trademark usage policies as in effect from time to time (provided that LMCE delivers a copy of such policies to Victory). In addition, in each case, without Licensor’s prior written consent, the use of the Liquidmetal Xxxx will be subject to the LMT Trademark License Agreement and the trademark usage policies published from LMT from time to time (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others and LMCE hereby agrees to use) the Licensed Marks in connection promptly provide Victory with the Licensed Vacation Ownership Businessa copy of any such policies received by LMCE). (b) Without All stylized use of a Trademark that is materially different than the designs set forth on Exhibit A hereto shall be subject to the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsLMCE. (c) Licensee hereby grants Victory agrees not to Licensor and its Subsidiaries a non-exclusive sublicense during affix the Term Trademarks to products other than products that are consented to in writing by LMCE, which consent will not be unreasonably withheld. The “®” icon shall always follow the Trademark. (id) Victory shall not challenge the validity of the Trademarks or any registration(s) thereof. Victory agrees that it shall not register or attempt to register the Trademarks or any other trademark or trade name of LMCE or LMT, or use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, or register any other trademark or trade name which may be confusingly similar to the extent necessary Trademarks or any other trademark or trade name of LMT or LMCE. (e) Victory shall be permitted to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license Trademark to any third party that is approved in connection writing by LMCE (which approval will not be unreasonably withheld) and that complies with the foregoingusage conditions and restrictions set forth in this Section 1.1. Victory shall cause any such sublicensee to comply with the terms, conditions, and restrictions of this Section 1.1.

Trademark License. (a) Subject to the terms and conditions hereinof this License, during the Term, Licensor Nautilus hereby grants Buyer an exclusive, non-transferable, non-assignable, non-sublicensable, worldwide, royalty-bearing, license to Licensee the Licensed Marks solely for use on Indoor Cycles and Accessories in the Commercial Channel and in connection with marketing and selling Indoor Cycles and Accessories in the Commercial Channel. Subject to the terms of this License, Nautilus hereby also grants to Buyer a non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide, royalty-bearing, license to the Licensed Marks solely for use on Indoor Cycles and Accessories in the Permitted Retail Channel. No license is granted by this License to use the Licensed Marks as Trademarks in the Territory in connection with the current and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may Buyer shall not use the term “Hilton” standing alone orany Licensed Xxxx and/or any xxxx confusingly similar to any Licensed Xxxx, except as permitted by the Licensor Brand Identity Guidelines for any variations, derivatives, abbreviations goods or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, services other than for Indoor Cycles and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights Accessories in the Channel. The Trademark License of this Section 2.B. shall be subject to Buyer’s compliance with Nautilus Quality Standards as to product quality, product appearance, customer satisfaction and service as set forth in Section 4.B. below and in Schedule E and Buyer’s compliance with Nautilus Trademark Usage Guidelines as set forth in Section 4.B. below and in Schedule F. Buyer shall prominently use at least the SCHWINN xxxx on all Indoor Cycles sold by Buyer that are made using any Nautilus Trade Secrets, Copyrighted Works, Nautilus Indoor Cycle Know How, or Nautilus Indoor Cycle Confidential Information, and/or that are covered by any Licensed ContentPatents. Buyer may combine the XXXXXXX xxxx with Buyer’s trademarks, for example to market “SCHWINN LA” Indoor Cycles provided that the XXXXXXX xxxx is prominently used. Buyer understands and agrees that Buyer is to focus Buyer’s efforts on sales of Licensed Indoor Cycles and Accessories in each case, the Commercial Channel and that Buyer is only licensed by this License to make up to a maximum of twenty (25) percent of Buyer’s total Net Sales of Licensed Indoor Cycles and Accessories in the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license Permitted Retail Channel in connection with the foregoingany Calendar Year.

Trademark License. (a) Subject 1.1 The Licensor hereby grants the Licensee a non-exclusive and non-transferable license, under the conditions that the Licensee strictly adheres to the terms and conditions hereinprovisions as set forth in this Agreement and the written directions of Licensor, during permitting the TermLicensee utilize the trademarks (“Licensed Trademarks”) as specified in the attachment I to this Agreement for development and commercialization within and only within the boundaries of the People’s Republic of China (excluding Taiwan, Hong Kong Special Administrative Regions, and Macao Special Administrative Regions); the Licensee hereby accepts the license. 1.2 The Licensor hereby grants licenses the Licensed Trademarks to the Licensee a strictly for purpose of developing data security products incorporating encryption algorithms owned, controlled or licensed by the PRC government, to be manufactured by the Licensor (through its subcontractors and subvendors as the Licensor deems appropriate); and without the previous written consent of the Licensor, the Licensee shall not grant any sub-license to any third party. 1.3 The Licensee acknowledges the validity of the Licensed Trademarks and the Licensor’s ownership and other legal rights to the Licensed Trademarks, and also acknowledges its right to use the Licensed Marks Trademarks and that the rights in relation to the Licensed Trademarks granted under this Agreement shall not cause the Licensee to have any ownership, rights or benefits to these Licensed Trademarks, except as Trademarks in granted under this Agreement. The Licensee guarantees that it will not doubt the Territory in connection with the current and future operation ownership of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed MarksTrademarks, and Licensee may will not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations apply for registration of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (Trademarks or allow others to use) any other trademarks similar or indistinguishable from the Licensed Marks Trademarks whether in connection the PRC or not, or try to obtain any rights to the Licensed Trademarks or any other Trademarks similar or indistinguishable from the Licensed Trademarks, or use any other methods to obtain the Licensed Trademarks or any other trademarks similar or indistinguishable from the Licensed Trademarks. 1.4 The Licensor is the exclusive licensor for the Licensee to grant the licenses specified under this Agreement. Except with the previous written consent of the Licensor, the Licensee shall not accept any licenses from any third party in relation to all or any part of any Licensed Trademarks specified under this Agreement, or trademarks competing with the Licensed Vacation Ownership BusinessTrademarks. 1.5 The term of this Agreement is 10 years, beginning on the effective date of this Agreement, which term shall be automatically renewed unless otherwise agreed by Licensor and Licensee. In addition, before this Agreement expires, if the Licensor demands, then both parties should enter into a new trademark license agreement according to the extended term of this Agreement demanded by the Licensor. Notwithstanding the foregoing, Licensor has the right to terminate this Agreement at any time (b) Without the including prior written consent to expiration of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned hereof), subject to six months’ notice to Licensee. 1.6 The Licensor has the right to terminate this Agreement in the event of a breach by Licensor or its Subsidiaries as or as part Licensee of any key word, ad word, metatag or similar device designed to attract viewers or users transaction agreement specified in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsAttachment II hereto. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. BIAL grants SEPRACOR an exclusive (a) Subject even as to the terms and conditions hereinBIAL), during the Term, Licensor hereby grants to Licensee a royalty-free license to use the Licensed Marks as BIAL Trademarks in the Territory in connection with any Licensed Products that SEPRACOR uses, markets, promotes, distributes, imports, commercializes, offers for sale or sells within the current Field and future operation Territory either directly on its own and/or through its Affiliates, sublicensee, and/or distributors authorized under Section 2.1. (a) The Parties [**] the BIAL Trademarks. BIAL will own all right, title and interest in the BIAL Trademarks and the goodwill associated therewith and will be solely responsible for registering and maintaining such trademarks. If requested, SEPRACOR will [**], registration, and maintenance of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership BusinessBIAL Trademarks. (b) Without Any marketing, sale or distribution of Licensed Products by SEPRACOR, its Affiliates, sublicensee, or distributors under the prior license set forth in Section 2.1, will take place exclusively under the BIAL Trademarks, subject to each Party's rights set forth in Section 2.4. SEPRACOR will not file or obtain any trademark application or registration, or Internet domain name registration, comprised of or containing any BIAL Trademarks or the INN Eslicarbazepine Acetate, or any variations thereof, without BIAL's express written consent of Licensor, Licensee shall not (i) bid for, purchase, register or permission. SEPRACOR will use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users BIAL Trademarks only in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Lawsaccordance with guidelines [**]. (c) Licensee hereby grants BIAL reserves to Licensor itself all rights in and its Subsidiaries a non-exclusive sublicense during to the Term to BIAL Trademarks outside of the Territory [**] in conjunction with any development and/or publication activities conducted in accordance with this Agreement. (id) BIAL agrees that it will not use outside the Territory trademarks and trade names for the Licensed Marks and (ii) use and exercise Products that are the intellectual property rights in the Licensed Content, in each case, same or confusingly similar to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license BIAL Trademarks used in connection with the foregoingcommercialization of Licensed Products within the Territory. (e) In the event that the Parties agree, pursuant to Sections 2.3(a) and 5.3(x), not to use one or more of the brands, trademarks or indicators of source listed in, or otherwise added to, Exhibit B, such brands, trademarks or indicators will be considered excluded from Exhibit B, provided that such brands, trademarks or indicators will not be used in the Territory by BIAL without SEPRACOR's prior written consent, except as BIAL Trademarks are permitted to be used by BIAL hereunder.

Trademark License. (a) Subject to the terms and conditions hereinof this Agreement, during the Term, Licensor Cementos Argos (on behalf of itself and its Subsidiaries) hereby grants to Licensee Summit Materials and its Subsidiaries an exclusive (even as to Cementos Argos and its Subsidiaries), irrevocable, transferable (solely as set forth in ‎Section 10.1), sublicensable (solely as set forth in Section 3.2), royalty-free license for a license period beginning on the Effective Date and ending on the fifth (5th) anniversary of the Effective Date (the “Trademark Term”) to use and display (in each case, (a) directly or indirectly and (b) alone or in combination with any other words or phrases) the Licensed Marks as Trademarks (i) in corporate names, fictitious names, d/b/a’s or other legal identifiers of Summit Materials or any of its Subsidiaries domiciled within the Territory and (ii) in the Licensed Field and in the Territory (the “Trademark License”). Notwithstanding the foregoing, at least sixty (60) days prior to the expiration of the Trademark Term (if the Trademark License has not been earlier terminated hereunder), Summit Materials may request in writing an extension of the Trademark License, and, upon receipt of such request, Cementos Argos will negotiate in good faith for a sixty (60)-day period with Summit Materials terms and conditions to extend the Trademark License on a royalty-bearing basis; but, for clarity, the foregoing shall not in any way be interpreted to require or obligate Cementos Argos to agree to any extension of the Trademark License. For the avoidance of doubt, the exclusivity or Territory limitation (as applicable) of the Trademark License shall not restrict either Party (A) from using or displaying the Licensed Trademarks in connection with advertising, marketing and promotional materials (including digital materials, applicable industry publications and broadcast advertising) that may be accessible to persons (1) as to such uses or displays by Cementos Argos and its Subsidiaries, in the current Territory, or (2) as to such uses or displays by Summit Materials and future operation its Subsidiaries, outside of the Licensed Vacation Ownership Business. Such license shall be exclusive for Territory; provided, that any such use or display is not primarily directed to such persons, or (B) from manufacturing (or having manufactured) any products, as to Cementos Argos and its Subsidiaries, in the Term. For clarityTerritory, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by to Summit Materials and its Subsidiaries, outside the Licensor Brand Identity Guidelines any variationsTerritory, derivativesor from distributing (or having distributed) products through, abbreviations or stylizations of as to Cementos Argos and its Subsidiaries, the Licensed MarksTerritory, or, as to Summit Materials and its Subsidiaries, outside the Territory, in each case, without Licensor’s prior written consentfor sale, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others as to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor Cementos Argos and its Subsidiaries a non-exclusive sublicense during Subsidiaries, outside the Term Territory, or, as to (i) use the Licensed Marks Summit Materials and (ii) use and exercise the intellectual property rights its Subsidiaries, in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoingTerritory.

Trademark License. (a) Subject to In exchange for the terms Fees set forth in Section 5 and conditions for such other consideration described herein, and subject to Practitioner’s compliance with its obligations under this Agreement, Company and Xxxxxxx Xxxxxx Xxxxxxx (together, “Licensors”) hereby grant to Practitioner during the TermTerm a non-exclusive, Licensor hereby grants to Licensee a non-transferable (except as provided in Section 15), non-sublicensable license to use the Licensed Marks as Trademarks in connection with Licensed Services in the Territory in connection accordance with the current and future operation Brand Guidelines. Licensors hereby reserve all rights not expressly granted to Practitioner under this Agreement. Practitioner agrees that (a) all licensed use of the Licensed Vacation Ownership Business. Such license Marks shall be exclusive for inure to the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations benefit of the Licensed Marks, in each case, without Licensor’s prior written consentLicensors, and (iib) it will assist Licensors in recording this Agreement with appropriate governmental authorities, if necessary, and pay any costs associated therewith. Practitioner agrees that nothing in this license shall give Practitioner any right, title, or interest in or to the above exclusivity means that, during Licensed Marks other than the Term, Licensor will not right to use (or allow others to use) the Licensed Marks in connection accordance with this Agreement. Practitioner agrees that the nature and quality of the Licensed Services shall conform to standards set by and shall be under the control of Licensor and shall be in conformity with the Licensed Vacation Ownership Business. (b) Without the prior written consent Brand Guidelines attached hereto as Schedule 2. Practitioner agrees to cooperate with Licensors in facilitating Licensors’ control of Licensorsuch nature and quality, Licensee shall not (i) bid forpermit reasonable inspection of Practitioner’s operation, purchase, register or and supply Licensors with specimens of use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective DateLicensed Marks upon request. Practitioner shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the use of the Chiropractic Table and sale, regardless distribution, and advertising of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants Licensed Services. Practitioner agrees to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights only in the Licensed Content, in each case, form and manner and with appropriate legends as approved by Licensors. Practitioner agrees to the extent necessary to advertise and promote notify Licensors of any unauthorized use of the Licensed Vacation Ownership Business Marks by others promptly as it comes to Practitioner’s attention. Licensors shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Licensed Marks. Unless sooner terminated as provided for herein, this License shall continue in full force and effect for so long as the Agreement shall be in full force and effect. Upon termination or expiration of this Agreement, Practitioner agrees to cease and desist immediately from all use of the Licensed Marks or any confusingly similar mark. Practitioner agrees to charge a minimum of $100.00 for his/her fee schedule when delivering the Xxxxxxx Y-Axis Adjustment®, aka the Ring Xxxxxx® adjustment, for all patients who qualify for the procedure. Practitioner agrees he/she will not discount this fee for any reason and will make it public on Licenseehis/her website as the fee for the Ring Xxxxxx® adjustment. This is a material term of this Agreement, and Practioner agrees that any breach of this term is grounds for immediate termination and would entitle Licensors to damages including but not limited to attorney fees. The Company may request documentation and/or an audit of the Practitioner’s behalf during the Termpractice financial information regarding fees charged in accordance with this Section 3(a), and Practioner agrees to promptly provide information in response to any such request. Licensee may further sublicense the above license in connection with the foregoingLicense Fees and Expenses.

Trademark License. (a) Subject Licensor grants to Licensee the right to use Licensor’s Xxxx solely in connection with marketing and selling Licensed Product in the Territory for use in the Field. Licensee hereby acknowledges the validity of Licensor’s Xxxx and Licensor’s exclusive right, title and interest in and to the terms and conditions hereinLicensor’s Xxxx. Licensee shall not, during the Termterm of this Agreement, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks in the Territory in connection with the current and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarityor thereafter, (i) do or permit to be done any act or thing which prejudices, infringes or impairs the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the rights of Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without with respect to Licensor’s prior written consentXxxx, and (ii) the above exclusivity means thatuse, during the Termregister or attempt to register any xxxx that is identical to, Licensor will not or confusingly similar to Licensor’s Xxxx, or (iii) continue any use (or allow others action in relation to use) the Licensed Marks or in connection with Licensor’s Xxxx or this Agreement if objected to by Licensor. Notwithstanding the foregoing, the above restrictions shall not prevent Licensee from registering and using its own trademark (“Licensee’s Xxxx”) which shall not be identical to, or confusingly similar to Licensor’s Xxxx) to market the Licensed Vacation Ownership Business. (b) Without Product. Licensee is also free to brand L-Glutamine and L-Glutamine containing compounds for medications other than for use in the prior written consent Field. .Licensor must pre-approve all uses of Licensor’s Xxxx in connection with Licensee Promotional Materials, in the manner set forth in Section 3.07 of this Agreement. So that the value of the goodwill and reputation associated with Licensor’s Xxxx will not be diminished, Licensee shall not (i) bid for, purchase, register or use have the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed right to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor ensure that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor all goods and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license services provided in connection with Licensor’s Xxxx shall be of a uniform high quality. Licensor shall have the foregoingright to inspect and test the products provided by Licensee to monitor for Licensee’s adherence to the obligations of this Section 3.01.

Trademark License. (a) Subject to Upon the terms and subject to the conditions hereinof the Agreement, during each Party (the Term, Licensor “Licensor”) hereby grants to Licensee the other Party (the “Licensee”) a limited, revocable, non-exclusive, non-transferable license and right to use use, reproduce, display, distribute, and transmit the Licensed Marks as Trademarks Licensor’s name, logo, and any other trademarks, trade names, service marks, photographs, graphics, brand imagery, text, and other content, in each case provided by the Territory Licensor, in any and all media formats, whether registered or unregistered (with respect to each Licensor, the “Marks”), in connection with the current use and future operation marketing of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf Services during the Term. Licensee’s use of the Licensor’s Marks may be subject to usage guidelines and quality control standards that Licensor may provide to Licensee may further sublicense from time to time. Upon Licensor’s request, Licensee will provide to Licensor representative samples of Licensee’s use of the above license Marks, and Licensor reserves the right to reject any such use in connection the event that Licensor reasonably believes a deficiency exists in the manner of use of the Marks by Licensee. All goodwill arising out of the use of the Licensor’s Marks will inure to the benefit of the Licensor. Use of a Licensor’s Marks does not create in the Licensee any ownership interest in Licensor’s Marks. Neither Party will register or apply for registration of the other Party’s Marks (or any confusingly similar trademarks, trade names, service marks, logos, or names). Each Party agrees to reasonably cooperate with the foregoingother Party with respect to any infringement action regarding such rights.