Agreements in effect as of the Commencement Date of
the Notice Period, pursuant to paragraph 2.3 herein, shall terminate effectively
on and as of the Commencement Date of the Notice Period;
ii.
The terms and conditions set forth in this Agreement, except as set
forth in paragraph 3.3 (c)(i) shall continue in full force and effect until the
terms of all existing Franchise Agreements have expired; and
iii.
This Agreement and the license granted hereunder shall terminate
effectively on and as of the expiration date of the last valid and subsisting
Franchise Agreement.
Article IV -
Quality Control and Prestige of the Trademarks
4.1
SUBLICENSEE AGREES THAT THE LICENSED
SERVICES AND FACILITIES COVERED BY THIS AGREEMENT AND THE ADVERTISING MATERIALS
AND BUSINESS MATERIALS USED THEREWITH SHALL BE OF SUCH STYLE, APPEARANCE,
DISTINCTIVENESS AND QUALITY AS TO PROTECT AND ENHANCE THE PRESTIGE OF THE
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TRADEMARKS AND THE GOODWILL PERTAINING THERETO; THAT THE LICENSED SERVICES AND
FACILITIES WILL BE ADVERTISED, MARKETED, PROMOTED AND OFFERED IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND REGULATIONS; AND THAT THE POLICY OF SALE AND
EXPLOITATION BY SUBLICENSEE SHALL BE OF A HIGH STANDARD. THE QUALITY OF THE
LICENSED SERVICES AND FACILITIES, AS WELL AS THE QUALITY OF ALL BUSINESS
MATERIALS AND ADVERTISING MATERIALS DEVELOPED BY SUBLICENSEE SHALL MEET AND
SATISFY THE SPECIFIED QUALITY STANDARDS.
4.2
SUBLICENSEE AGREES THAT THE TRADEMARKS ARE
WELL RECOGNIZED BY THE TRADE AND PUBLIC AND ARE OF GREAT IMPORTANCE AND VALUE.
ACCORDINGLY, SUBLICENSEE AGREES THAT ITS USE OF THE TRADEMARKS SHALL BE IN A
COMMERCIALLY ACCEPTABLE AND RESPONSIBLE MANNER AND STYLE TO PROTECT AND ENHANCE
THE PRESTIGE OF THE TRADEMARKS, AND ONLY IN CONNECTION WITH THE LICENSED
SERVICES, THE FACILITIES AND THE ADVERTISING MATERIALS AND BUSINESS MATERIALS
ASSOCIATED THEREWITH.
4.3
THE FACILITIES SHALL RETAIN APPEARANCES
WHICH CONFORM IN ALL RESPECTS TO THE SIGNAGE, DESIGN, LAYOUT, APPEARANCE, STYLE,
TASTE, DECORATION AND LOCATION APPROVED AND ESTABLISHED BY SUBLICENSOR IN
ACCORDANCE WITH THE SPECIFIED QUALITY STANDARDS DESIGNATED BY LICENSOR UNDER THE
FRANCHISE LICENSE AGREEMENT.
4.4
IN FURTHERANCE OF THE PURPOSE AND INTENT
EXPRESSED ABOVE, SUBLICENSEE SHALL, UPON SUBLICENSOR'S REASONABLE REQUEST,
SUPPLY TO SUBLICENSOR OR A DESIGNATED SUBSIDIARY OF SUBLICENSOR (THE "REVIEWING
PARTY"), SAMPLES OF ANY BUSINESS MATERIALS AND ADVERTISING MATERIALS THAT
INCLUDE THE TRADEMARKS TO ENSURE THAT SUCH BUSINESS MATERIALS AND ADVERTISING
MATERIALS ARE IN COMPLIANCE WITH THE SPECIFIED QUALITY STANDARDS.
THESE
SUBMISSIONS SHALL BE WITH RESPECT TO ANY BUSINESS MATERIALS AND ADVERTISING
MATERIALS WHICH ARE NOT OTHERWISE PREPARED OR PREVIOUSLY APPROVED BY LICENSOR,
SUBLICENSOR OR THE REVIEWING PARTY AND WHICH VARY FROM LICENSOR'S OR
SUBLICENSOR'S STANDARD ADVERTISING
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AND PROMOTIONAL MATERIALS.
SUBLICENSEE SHALL, UPON THE REVIEWING PARTY'S
REASONABLE REQUEST, PERMIT REASONABLE INSPECTION OF THE FACILITIES 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
SUBLICENSOR SHALL HAVE THE RIGHT TO IMPOSE
UPON SUBLICENSEE, AS NECESSARY, OTHER ADDITIONAL SPECIFICATIONS OR