SERVICES" SHALL MEAN THE OPERATION
AND MANAGEMENT OF FRANCHISED HOTELS, MOTELS AND RESTAURANTS IDENTIFIED BY THE
TRADEMARKS AND THE ADVERTISING, PROMOTION AND OFFERING OF THE FRANCHISED HOTEL,
MOTEL AND RESTAURANT SERVICES IDENTIFIED BY THE TRADEMARKS.
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1.7
"SPECIFIED QUALITY STANDARDS" SHALL MEAN
THOSE STANDARDS OF DESIGN, APPEARANCE AND QUALITY FOR THE LICENSED SERVICES,
FACILITIES, BUSINESS MATERIALS AND ADVERTISING MATERIALS WHICH ARE CONSISTENT
WITH THE PRESTIGE AND INTEGRITY OF THE TRADEMARKS, AND ARE OF A LEVEL AND TYPE
SATISFACTORY TO LICENSOR.
1.8
"TERRITORY" SHALL MEAN THE WORLD.
1.9
"TRADEMARKS" SHALL MEAN ALL OF THE
TRADEMARKS, LOGOS, NAMES, BRANDS AND SERVICE MARKS IDENTIFIED IN SCHEDULE A
(INCLUDING THOSE WHICH ARE THE SUBJECT OF REGISTRATION, APPLICATION AND USE
UNDER THE COMMON LAW), WHICH IS ANNEXED HERETO AND MADE A PART HEREOF, AND ALL
COMBINATIONS AND DERIVATIVES THEREOF THAT LICENSOR MAY OWN IN THE FUTURE, AND
OTHER RELATED TRADEMARKS, IF ANY, WHICH MAY BE DEVELOPED BY LICENSOR.
SCHEDULE
A SHALL BE PERIODICALLY UPDATED TO INCORPORATE SUCH NEWLY DEVELOPED TRADEMARKS,
NO LESS FREQUENTLY THAN ONCE ANNUALLY.
ALL USE OF SUCH MARKS SHALL INURE TO THE
BENEFIT OF THE LICENSOR.
Article II -
Grant of License
2.1
SUBLICENSOR HEREBY GRANTS TO SUBLICENSEE THE
EXCLUSIVE RIGHT, LICENSE AND PRIVILEGE TO USE THE TRADEMARKS FOR AND IN
CONNECTION WITH THE LICENSED SERVICES IN THE TERRITORY.
SUBLICENSEE AGREES THAT
UNLESS AUTHORIZED OR REQUIRED BY SUBLICENSOR, IT WILL NOT MAKE, OR AUTHORIZE TO
BE MADE, ANY USE, DIRECTLY OR INDIRECTLY, OF THE TRADEMARKS IN CONNECTION WITH
ANY OTHER SERVICES NOT EXPRESSLY DISCUSSED HEREIN.
SUBLICENSEE SHALL HAVE NO
RIGHT, UNLESS OTHERWISE EXPRESSLY CONSENTED TO BY SUBLICENSOR (AND/OR LICENSOR
AS MAY BE APPLICABLE), TO (I) USE THE TRADEMARKS ON OR IN CONNECTION WITH A WEB
SITE OWNED OR OPERATED BY SUBLICENSEE (II) GRANT RIGHTS TO ANY THIRD PARTY,
INCLUDING BUT NOT LIMITED TO A SUBSIDIARY OR AFFILIATED COMPANY, TO USE THE
TRADEMARKS ON OR IN CONNECTION WITH A THIRD PARTY WEB SITE,
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WITHOUT THE PRIOR CONSENT OF SUBLICENSOR AND LICENSOR OR (III) USE OR GRANT THE
RIGHT TO ANY THIRD PARTY TO USE ANY OF THE TRADEMARKS AS PART OF A DOMAIN NAME.
2.2
SUBLICENSOR HEREBY GRANTS TO SUBLICENSEE THE
RIGHT, LICENSE AND PRIVILEGE TO USE ONE OR MORE OF THE TRADEMARKS AS PART OF A
COMPOSITE TRADE NAME OR CORPORATE NAME, PURSUANT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT, AND IN ACCORDANCE WITH ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
SUBLICENSEE MAY USE THE TRADEMARKS ON INVOICES, ORDER FORMS,
STATIONERY, BUSINESS CARDS AND TELEPHONE AND DIRECTORY LISTINGS, PROVIDED THAT
ALL SUCH USE OF THE TRADEMARKS SHALL BE MADE IN CONFORMITY WITH GUIDELINES
ESTABLISHED BY SUBLICENSOR.
2.3
SUBLICENSEE SHALL HAVE THE RIGHT UNDER THIS
AGREEMENT TO DIRECTLY OR INDIRECTLY SUBLICENSE THE RIGHTS, LICENSE AND
PRIVILEGES GRANTED HEREUNDER SOLELY TO FRANCHISEES.
ANY AGREEMENT GRANTING A
FRANCHISEE THE RIGHT TO USE THE TRADEMARKS SHALL CONTAIN REASONABLE PROVISIONS,
SIMILAR TO THOSE CONTAINED IN THIS AGREEMENT, WITH RESPECT TO SPECIFIED QUALITY
STANDARDS.
2.4
SUBLICENSOR AND SUBLICENSEE AGREE THAT THE
TERMS AND CONDITIONS