OWNER OR MANAGER IS
THE SUBJECT OF ANY LITIGATION OR ACTION BROUGHT BY ANY PARTY SEEKING TO CLAIM
RIGHTS IN OR TO RESTRAIN THE USE OF ANY SYSTEM MARK USED BY MANAGER IN
CONNECTION WITH THE HOTEL, THEN, PROVIDED OWNER IS A PARTY TO SUCH LITIGATION OR
ACTION AND FURTHER PROVIDED THAT MANAGER SHALL HAVE PROVIDED TO OWNER EITHER A
GUARANTY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO OWNER WITH RESPECT TO
MANAGER'S OBLIGATIONS UNDER SECTION 12.3(A) OR COLLATERAL TO SECURE MANAGER'S
OBLIGATIONS UNDER SECTION 12.3(A) REASONABLY SATISFACTORY TO OWNER, THE CONDUCT
OF ANY SUIT WHETHER BROUGHT BY MANAGER OR INSTITUTED AGAINST OWNER AND/OR
MANAGER SHALL BE UNDER THE ABSOLUTE CONTROL OF COUNSEL NOMINATED AND RETAINED BY
MANAGER NOTWITHSTANDING THAT MANAGER MAY NOT BE A PARTY TO SUCH SUIT.
(C)
THE OWNER SHALL NOT BRING SUIT AGAINST ANY
USER OF ANY SYSTEM MARK ALLEGING OR ASSERTING ANY CLAIM BASED ON OWNER'S RIGHT,
TITLE OR INTEREST AS OF THE EFFECTIVE DATE IN ANY SYSTEM MARK.
(D)
THE TERMS OF THIS SECTION 12.3 SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
68
12.4
OTHER INTELLECTUAL PROPERTY PROVISIONS.
(A)
OWNER ACKNOWLEDGES THAT MANAGER OR
MANAGER'S AFFILIATES ARE OR MAY BECOME THE OWNER OR LICENSEE OF CERTAIN
INTELLECTUAL PROPERTY INCLUDING: (A) SOFTWARE FOR USE AT ONE OR MORE FACILITIES
MANAGED BY MANAGER OR MANAGER'S AFFILIATES AND ALL SOURCE AND OBJECT CODE
VERSIONS THEREOF AND ALL RELATED DOCUMENTATION, FLOW CHARTS, USER MANUALS,
LISTING AND SERVICE/OPERATOR MANUALS AND ANY ENHANCEMENTS, MODIFICATIONS OR
SUBSTITUTIONS THEREOF; AND (B) OPERATING METHODS, PROCEDURES AND POLICIES AND
(C) UPGRADES AND IMPROVEMENTS TO THE FOREGOING (AS THE SAME MAY BE UPGRADED OR
IMPROVED, COLLECTIVELY, "INTELLECTUAL PROPERTY").
MANAGER SHALL UTILIZE THE
INTELLECTUAL PROPERTY TO THE EXTENT NECESSARY OR APPROPRIATE IN CONNECTION WITH
THE OPERATION OF THE HOTELS FOR THE PURPOSE OF CARRYING OUT ITS OBLIGATIONS
HEREUNDER.
SUBJECT TO THE TERMS OF SECTIONS 6.1 AND 24.1, SUCH USE SHALL BE
STRICTLY ON A NON-EXCLUSIVE BASIS AND NEITHER SUCH USE NOR ANYTHING CONTAINED IN
THIS AGREEMENT SHALL CONFER ANY PROPRIETARY OR OTHER RIGHTS IN THE INTELLECTUAL
PROPERTY ON OWNER OR ANY THIRD PARTIES.
(B)
TO THE EXTENT THAT OWNER HAS LEASED (OR ANY
AFFILIATE OF OWNER HAS ACQUIRED) CERTAIN INTELLECTUAL PROPERTY RIGHTS TO USE
(I) TRADE NAMES ASSOCIATED WITH THE BALTIMORE HOTEL AND ITS RELATED RESTAURANTS
AND LOUNGES, OR (II) SOFTWARE AND OTHER INTELLECTUAL PROPERTY ASSOCIATED WITH
THE BALTIMORE HOTEL, OWNER AGREES TO ALLOW (AND CAUSE ANY AFFILIATES OF OWNER TO
ALLOW) MANAGER TO USE THE SAME IN ITS MANAGEMENT OF THE BALTIMORE HOTEL WITHOUT
CHARGE.
ARTICLE 13
INSURANCE
13.1
INSURANCE COVERAGE.
UNLESS OWNER ELECTS TO
PROCURE AND MAINTAIN THE INSURANCE REQUIRED HEREUNDER, AS AN OPERATING COST,
WHICH ELECTION MAY BE MADE FROM TIME TO TIME AND WITHDRAWN FROM TIME TO TIME ON
NOT LESS THAN THIRTY (30) DAYS' NOTICE, THEN, TO THE EXTENT COMMERCIALLY
AVAILABLE (REGARDLESS OF WHETHER IT IS AVAILABLE ON REASONABLE TERMS), MANAGER
SHALL PROCURE AND MAINTAIN AS AN OPERATING COST, AT ALL TIMES DURING THE TERM OR
WHILE