HAVE
AUTHORIZED REGAL TO PROMOTE THE SERVICE.
REGAL ACKNOWLEDGES THAT LLC IS AND
SHALL REMAIN THE SOLE OWNER OF THE LLC MARKS, INCLUDING THE GOODWILL OF THE
BUSINESS SYMBOLIZED THEREBY.
REGAL RECOGNIZES THE VALUE OF THE GOODWILL
ASSOCIATED WITH THE LLC MARKS AND ACKNOWLEDGES AND AGREES THAT ANY GOODWILL
ARISING OUT OF THE USE OF THE LLC MARKS OR ANY OF THEM BY REGAL SHALL INURE TO
THE SOLE BENEFIT OF LLC FOR ALL PURPOSES HEREOF.
(B)
PRIOR TO USING ANY MARKETING MATERIAL OR DEPICTING OR PRESENTING
ANY LLC MARK IN OR ON ANY MARKETING OR ADVERTISING MATERIAL OR OTHERWISE, REGAL
SHALL SUBMIT A SAMPLE OF SUCH MARKETING MATERIAL OR OTHER MATERIAL TO LLC FOR
APPROVAL.
LLC SHALL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO APPROVE (WHICH
SHALL NOT BE UNREASONABLY WITHHELD) OR REJECT ANY SUCH MARKETING MATERIAL OR
OTHER MATERIAL SUBMITTED TO IT FOR REVIEW WITHIN FIVE (5) BUSINESS DAYS FROM THE
DATE OF RECEIPT BY LLC.
REGAL SHALL NOT USE, PUBLISH, OR DISTRIBUTE ANY
MARKETING MATERIAL OR OTHER MATERIAL UNLESS AND UNTIL LLC HAS SO APPROVED IT IN
WRITING.
UPON RECEIPT OF SUCH APPROVAL FROM LLC FOR A PARTICULAR MARKETING
MATERIAL OR OTHER MATERIAL, REGAL SHALL NOT BE OBLIGATED TO SUBMIT TO LLC
SUBSTANTIALLY SIMILAR MATERIAL FOR APPROVAL; PROVIDED, HOWEVER, REGAL SHALL
TIMELY FURNISH SAMPLES OF ALL SUCH MATERIAL TO LLC.
(C)
ANY AND ALL USE OR EXERCISE OF RIGHTS BY REGAL WITH RESPECT TO THE
LLC
35
MARKS OR ANY OTHER TRADEMARK, TRADENAME, SERVICE MARK OR SERVICE NAME PROVIDED
BY LLC TO REGAL FOR USE IN CONNECTION WITH THE SERVICES SHALL BE IN ACCORDANCE
WITH STANDARDS OF QUALITY AND SPECIFICATIONS PRESCRIBED BY LLC FROM TIME TO TIME
(THE "LLC QUALITY STANDARDS") AND WHICH HAVE BEEN DELIVERED TO REGAL.
LLC SHALL
HAVE THE RIGHT TO CHANGE THE LLC QUALITY STANDARDS FROM TIME TO TIME UPON
WRITTEN NOTICE TO REGAL, PROVIDED SUCH MODIFIED LLC QUALITY STANDARDS ARE
EQUALLY AND TIMELY APPLIED TO ANY AND ALL OTHER EXHIBITORS OF THE SERVICE.
(D)
REGAL SHALL CAUSE THE APPROPRIATE DESIGNATION "(TM)" OR "(SM)" OR
THE REGISTRATION SYMBOL "(R)" TO BE PLACED ADJACENT TO THE LLC MARKS IN
CONNECTION WITH THE USE THEREOF AND TO INDICATE SUCH ADDITIONAL OR ALTERNATIVE
INFORMATION AS LLC SHALL SPECIFY FROM TIME TO TIME CONCERNING THE USE BY REGAL
OF THE LLC MARKS AS SUCH IS, EQUALLY AND TIMELY COMMUNICATED AND APPLIED TO ANY
AND ALL OTHER EXHIBITORS OF THE SERVICE.
(E)
REGAL SHALL NOT USE ANY LLC MARK IN ANY MANNER THAT MAY REFLECT
ADVERSELY ON THE IMAGE OR QUALITY SYMBOLIZED BY THE LLC MARK, OR THAT MAY BE
DETRIMENTAL TO THE IMAGE OR REPUTATION OF LLC.
NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, LLC SHALL HAVE THE RIGHT, AT ITS SOLE OPTION, TO TERMINATE OR
SUSPEND THE TRADEMARK LICENSE GRANT PROVIDED HEREIN IF IT DETERMINES THAT
REGAL'S USE OF THE LLC MARKS OR ANY OF THEM IS IN VIOLATION OF ITS TRADEMARK
USAGE GUIDELINES OR IS OTHERWISE DISPARAGING TO ITS IMAGE OR REPUTATION, AND
SUCH USE IS NOT