execute,
for no additional consideration, any and all documents deemed necessary by
Franchisor or its attorneys to be necessary to transfer such right, title or
interest to Franchisor.
6.3
No Challenges. Franchisee shall not do anything or suffer anything
to be done which may adversely affect any rights of Franchisor in and to any
Franchisor Property, or any registrations thereof or which, directly or
indirectly, may reduce or dilute the value or distinctiveness of such Franchisor
Property, in particular the Trademarks, or disparage or detract from
Franchisor's reputation. Franchisee shall not challenge, directly or indirectly,
Franchisor's interest in, or the validity of, any Franchisor Property, or any
application for registration or trademark registration thereof or any rights of
Franchisor therein. The provisions of this Section 6.3 shall survive the
termination of this Agreement.
7.
Third Party Infringements; Attacks on Use of the Trademarks;
Cooperation
7.1
Third Party Infringements.
(a)
Mutual Information. Each of the parties shall inform the other
without undue delay when such party becomes aware of any infringements of any of
the Franchisor Property in the Territory.
(b)
Initiation of Action. Any actions against infringers of any of the
Franchisor Property, whether or not such actions involve litigation (including
any actions taken to oppose a third party application to register an infringing
trademark or a cancellation action against a third party's infringing trademark
registration), shall be exclusively reserved to Franchisor, unless otherwise
agreed by Franchisor in writing. Notwithstanding the foregoing, Franchisor shall
be under no obligation to initiate any such action. If requested by Franchisor,
Franchisee shall support Franchisor, at Franchisor's expense, in any such
proceedings and, if requested by Franchisor, Franchisee shall promptly provide
Franchisor with any relevant documentation in Franchisee's possession.
7.2
Attacks on the Use of the Franchisor Property. Each of the parties
shall inform the other if it becomes aware of a claim by a third party that the
use of any of any of the Franchisor Property infringes on the rights of such
third party. If requested by Franchisor, Franchisee shall support Franchisor, at
Franchisor's expense, in connection with Franchisor's defense against any such
third party claims. Unless otherwise agreed by Franchisor in writing, Franchisor
shall take the lead in any defense against a third party action, whether brought
against Franchisor and/or Franchisee. The decision whether or not a defense is
appropriate shall be in Franchisor's sole discretion. Franchisee shall not
settle any third party claims against it regarding its use of any of the
Franchisor Property without the prior written consent of Franchisor.
7.3
Indemnity. The Franchisee shall indemnify and hold the Franchisor,
its affiliates and their respective agents and employees harmless from all
claims, actions, suits, damages, costs and expenses in relation to or arising
out of the breach of any representations, warranties, covenants and obligations
of the Franchisee as set out in this Agreement. The indemnification rights of
the Franchisor shall be without prejudice to, and independent of any other
rights and remedies that the Franchisor may have at law