DURING BUSINESS HOURS BY THE REVIEWING PARTY TO INSPECT THE
FACILITIES TO ENSURE THAT THE OPERATIONS AND METHODS OF OFFERING THE LICENSED
SERVICES, AND THE LIKE, THAT INCLUDE THE USE OF THE TRADEMARKS, ARE IN
COMPLIANCE WITH THE SPECIFIED QUALITY STANDARDS.
4.5
LICENSOR SHALL HAVE THE RIGHT TO IMPOSE UPON LICENSEE, AS NECESSARY, OTHER
ADDITIONAL SPECIFICATIONS OR REQUIREMENTS NOT PROVIDED FOR UNDER THIS AGREEMENT
TO MAINTAIN CONTROL OVER THE LICENSED SERVICES TO ENSURE THAT THE REQUISITE
QUALITY STANDARD IS BEING MAINTAINED IN CONNECTION WITH THE OFFERING OF THE
LICENSED SERVICES FOR WHICH THE TRADEMARKS ARE USED.
4.6
IN THE EVENT LICENSOR DETERMINES THAT ANY LICENSED SERVICES, FACILITIES OR THE
ADVERTISING MATERIALS OR BUSINESS MATERIALS CREATED BY LICENSEE DO NOT COMPLY
WITH THE SPECIFIED QUALITY STANDARDS, LICENSOR OR THE REVIEWING PARTY SHALL
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ADVISE LICENSEE OF ALL MATTERS REQUIRING CHANGE OR IMPROVEMENT AND LICENSEE
SHALL COMPLY IN ALL RESPECTS WITH LICENSOR'S OR THE REVIEWING PARTY'S
DIRECTIONS.
LICENSEE SHALL BE RESPONSIBLE FOR THE COSTS OF DEVELOPING AND
MAKING REPRESENTATIVE SAMPLES OF THOSE BUSINESS MATERIALS AND ADVERTISING
MATERIALS WHICH ARE SUBMITTED TO LICENSOR OR THE REVIEWING PARTY PURSUANT TO
PARAGRAPH 4.4 HEREIN.
4.7
THE REVIEWING PARTY SHALL PROVIDE A REPORT TO LICENSEE, AND A COPY TO LICENSOR
OF THE SAME, WITHIN A REASONABLE PERIOD OF TIME AFTER THE REVIEWING PARTY'S
INSPECTION OF A FACILITIES OR EXAMINATION OF LICENSEE'S ADVERTISING MATERIALS
AND/OR BUSINESS MATERIALS WHICH SHALL SET FORTH WHETHER THE FACILITIES,
ADVERTISING MATERIALS AND/OR BUSINESS MATERIALS WERE IN COMPLIANCE WITH THE
SPECIFIED QUALITY STANDARDS.
Article V -
Property of Licensor
5.1
LICENSEE RECOGNIZES THE GREAT VALUE OF THE GOODWILL ASSOCIATED WITH THE
TRADEMARKS AND THE IDENTIFICATION OF THE LICENSED SERVICES WITH THE TRADEMARKS,
AND ACKNOWLEDGES THAT THE TRADEMARKS AND ALL RIGHTS THEREIN AND GOODWILL
PERTAINING THERETO, ARE THE EXCLUSIVE PROPERTY OF AND SOLELY OWNED BY LICENSOR,
OR ITS SUCCESSOR IN INTEREST.
LICENSEE WILL AT ALL TIMES HOLD OUT AND REPRESENT
LICENSOR, OR ITS SUCCESSOR IN INTEREST, TO BE THE OWNER OF THE TRADEMARKS AND
THAT LICENSEE IS A LICENSEE OF LICENSOR.
5.2
ALL USE BY LICENSEE OF THE TRADEMARKS SHALL BE DEEMED TO INURE TO THE BENEFIT OF
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LICENSOR.
TO THE EXTENT ANY RIGHTS IN AND TO THE TRADEMARKS ARE DEEMED TO
ACCRUE TO LICENSEE, LICENSEE HEREBY ASSIGNS ANY AND ALL SUCH RIGHTS, AT SUCH
TIME AS THEY MAY BE DEEMED TO ACCRUE, INCLUDING THE RELATED GOODWILL, TO
LICENSOR.
5.3
LICENSEE AGREES THAT IT SHALL CAUSE APPROPRIATE INDICIA OF OWNERSHIP OF THE
TRADEMARKS (AS REQUIRED OR APPROVED BY LICENSOR OR AS REQUIRED BY LAW) TO APPEAR
ON OR WITHIN ALL ADVERTISING MATERIALS AND BUSINESS MATERIALS.
5.4
LICENSEE AGREES TO USE THE TRADEMARKS ONLY IN CONNECTION WITH THE LICENSED
SERVICES, FACILITIES, BUSINESS MATERIALS AND ADVERTISING MATERIALS AND OTHERWISE
AS SPECIFICALLY PERMITTED HEREIN AND WILL NOT USE THE TRADEMARKS FOR ANY OTHER
PURPOSE OR FOR THE BENEFIT OF ANY OTHER PARTY.
5.5
LICENSOR AGREES THAT IT SHALL UNDERTAKE TO REGISTER THE TRADEMARKS IN THOSE
COUNTRIES MUTUALLY AGREED UPON BY LICENSOR AND LICENSEE, WHERE