TRADEMARKS AND TRADE SECRETS. 12.1 You recognize and acknowledge FUA’s exclusive ownership of and rights in FUA’s current and future Marks and in all related practices, procedures, receipts, methods and devices associated with the Famous Uncle Al’s Hot Dogs & Grille System. All goodwill now or in the future associated with or relating to the Marks will accrue directly and exclusively to the benefit and is the property of FUA. Nothing contained in this Agreement will be construed to entitle You to any right, title or interest in or the Marks or the goodwill now or in the future associated with them, other than the rights and license expressly granted in this Agreement. 12.2 You represent, warrant and agree that You will not: A. Directly or indirectly contest or aid in contesting, either during the term of this Agreement or following its termination, the validity or ownership of the Marks; or B. Take any action in derogation of FUA claimed rights whether now existing or later obtained. 12.3 You agree to use only FUA existing or future Marks, and related practices, systems, procedures and methods in connection with the promotion and operation of the Unit, and only in accordance with the procedures established by FUA. 12.4 You will cause FUA Marks to be reproduced exactly and accurately. 12.5 With the exception of the registration of a "d/b/a" or a fictitious name certificate in connection with the operation of the Unit, You will not register or attempt to register the Marks in Your own name or, if You are a business entity franchisee, use the Marks in any way in the name of the business entity. 12.6 You will immediately inform FUA of any suspected, known or threatened infringement, piracy or challenge to the Marks, Trade Secrets, methods and procedures used in the System. You will assist and cooperate with FUA in taking action, at FUA expense, as FUA deems appropriate to protect the System. FUA will indemnify, hold You harmless and will reimburse You for Your liability and reasonable costs in connection with defending the Marks. 12.7 Immediately upon the expiration or sooner termination of this Agreement, You will: A. Cease and forever abstain from using any of the Marks; B. Take all actions necessary to cancel any d/b/a or fictitious name registration containing any of the Marks; and C. Furnish FUA with evidence satisfactory to FUA of compliance with the foregoing obligations within 30 days after any expiration or sooner termination. 12.8 You acknowledge that You took no part in creating or developing, have no prior knowledge of, and no rights or claims in or to, any element of the System. You agree that all materials loaned or licensed or made available to You will be kept confidential by You and will remain the property of FUA. 12.9 You will not disclose, exhibit or reproduce any confidential element of the System, which becomes known to You through FUA in any manner, except to those persons employed by You to whom disclosure must be made to enable You to operate the Unit under the terms of this Agreement. After the expiration or sooner termination of this Agreement, neither You and Your employees, nor any of Your Unit’s, directors, shareholders if You are incorporated, will disclose, exhibit or reproduce any confidential information or trade secrets to any corporation, association, partnership or person. 12.10 You recognize that all of the existing or future Marks, related practices, systems, procedures and methods are trade secrets, that FUA has made a substantial investment in the these trade secrets and that disclosure of the trade secrets is prohibited. You agree to cause Your employees to execute proprietary information agreements containing the provisions of this Subsection and any confidentiality agreements if requested by FUA. 12.11 Except as specifically disclosed in the Uniform Franchise Offering Circular, FUA represents and warrants to the best of FUA knowledge that the Marks do not violate or infringe upon any rights of others.
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Samples: Franchise Agreement (Famous Uncle Als Hot Dogs & Grille Inc), Franchise Agreement (Famous Uncle Als Hot Dogs & Grille Inc), Franchise Agreement (Famous Uncle Als Hot Dogs & Grille Inc)
TRADEMARKS AND TRADE SECRETS. 12.1 15.1 You recognize and acknowledge FUA’s Franchisor's exclusive ownership of and rights in FUA’s Franchisor's current and future Marks and in all related practices, procedures, receipts, methods and devices associated with the Famous Uncle Al’s Hot Dogs & Grille Systemdevices. All goodwill now or in the future associated with or relating to the Marks will accrue directly and exclusively to the benefit and is the property of FUAFranchisor. Nothing contained in this Agreement will be construed to entitle You to you any right, title or interest in or the Marks or the goodwill now or in the future associated with them, other than the rights and license expressly granted in this Agreement.
12.2 15.2 You represent, warrant and agree that You you will not:
A. Directly or indirectly contest or aid in contesting, either during the term of this Agreement or following its termination, the validity or ownership of the Marks; or
B. Take any action in derogation of FUA Franchisor's claimed rights whether now existing or later obtained.
12.3 15.3 You agree to use only FUA Franchisor's existing or future Marks, and related practices, systems, procedures and methods in connection with the promotion and operation of the UnitOutlet, and only in accordance with the procedures established by FUAFranchisor.
12.4 15.4 You will cause FUA Franchisor's Marks to be reproduced exactly and accurately.
12.5 15.5 With the exception of the registration of a "d/b/a" or a fictitious name certificate in connection with the operation of the UnitOutlet, You you will not register or attempt to register the Marks in Your your own name or, if You are a business entity franchisee, use the Marks in any way in the name of the business entityname.
12.6 15.6 You will immediately inform FUA Franchisor of any suspected, known or threatened infringement, piracy or challenge to the Marks, Trade Secretstrade secrets, methods and procedures used in the System. You will assist and cooperate with FUA Franchisor in taking action, at FUA Franchisor's expense, as FUA Franchisor deems appropriate to protect the System. FUA The Franchisor will indemnify, hold You you harmless and will reimburse You you for Your your liability and reasonable costs in connection with defending the MarksFranchisor's trademark.
12.7 15.7 Immediately upon the expiration or sooner termination of this Agreement, You you will:
A. Cease and forever abstain from using any of the Marks;
B. Take all actions necessary to cancel any d/b/a or fictitious name registration containing any of the Marks; and
C. Furnish FUA with Franchisor evidence satisfactory to FUA Franchisor of compliance with the foregoing obligations within 30 days after any expiration or sooner termination.
12.8 15.8 You acknowledge that You you took no part in creating or developing, have no prior knowledge of, and no rights or claims in or to, any element of the System. You agree that all materials loaned or licensed or made available to You you will be kept confidential by You you and will remain the property of FUA.
12.9 Franchisor. You will not disclose, exhibit or reproduce any confidential element of the System, System which becomes known to You you through FUA Franchisor in any manner, except to those persons employed by You you to whom disclosure must be made to enable You you to operate the Unit Outlet under the terms of this Agreement. After the expiration or sooner termination of this Agreement, neither You you and Your your employees, nor any of Your Unit’syour officers, directors, shareholders if You you are incorporated, will disclose, exhibit or reproduce any confidential information or trade secrets to any corporation, association, partnership or person.
12.10 . You recognize that all of the existing or future Marks, related practices, systems, procedures and methods are trade secrets, that FUA Franchisor has made a substantial investment in the these trade secrets and that disclosure of the trade secrets is prohibited. You agree to cause Your your employees to execute proprietary information agreements containing the provisions of this Subsection and any confidentiality agreements if requested by FUAFranchisor.
12.11 15.9 Except as specifically disclosed in the Uniform Franchise Offering Circular, FUA Franchisor represents and warrants to the best of FUA knowledge Franchisor's knowledge, that the Marks do not violate or infringe upon any rights of others.
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