ALL OF THE LICENSED SERVICES, ALL RIGHTS AS TO SUCH
LICENSED SERVICES AND USE OF THE TRADEMARKS GRANTED TO LICENSEE HEREUNDER SHALL
FORTHWITH REVERT TO LICENSOR WITHOUT THE NEED FOR ANY OTHER FORMAL OR RATIFYING
ACT.
13
10.4
UPON AND AFTER THE TERMINATION OF THIS LICENSE AGREEMENT AND THE LICENSES HEREIN
GRANTED AS TO ANY OR ALL OF THE LICENSED SERVICES, LICENSEE WILL REFRAIN FROM
FURTHER USE OF THE TRADEMARKS OR ANY FURTHER REFERENCE TO THEM, DIRECT OR
INDIRECT, OR OF ANYTHING DEEMED BY LICENSOR TO BE A SIMULATION OF THE TRADEMARKS
OR DECEPTIVELY SIMILAR THERETO.
10.5
LICENSEE RECOGNIZES THAT THE UNAUTHORIZED DISSEMINATION OF ANY MATERIALS BEARING
OR INCORPORATING THE TRADEMARKS UPON TERMINATION OF THIS LICENSE AGREEMENT,
WOULD CAUSE IRREPARABLE DAMAGE TO THE PRESTIGE OF LICENSOR, TO THE TRADEMARKS
AND TO THE GOODWILL PERTAINING THERETO.
ACCORDINGLY, LICENSEE COVENANTS AND
AGREES THAT IT SHALL COMPLY WITH ALL DIRECTION AND INSTRUCTION OF LICENSOR
CONCERNING THE USE OF THE TRADEMARKS.
Article XI -
Equitable Relief
11.1
LICENSEE ACKNOWLEDGES AND ADMITS THAT THERE WOULD BE NO ADEQUATE REMEDY AT LAW
FOR ITS FAILURE TO COMPLY WITH ANY OF THE MATERIAL TERMS AND CONDITIONS HEREOF,
AND LICENSEE AGREES THAT, IN THE EVENT OF ANY SUCH FAILURE, LICENSOR SHALL BE
ENTITLED TO EQUITABLE RELIEF BY WAY OF TEMPORARY RESTRAINING ORDER, TEMPORARY
INJUNCTION AND PERMANENT INJUNCTION AND SUCH OTHER AND FURTHER RELIEF AS ANY
COURT WITH JURISDICTION MAY DEEM PROPER.
Article XII -
Indemnity
12.1
LICENSEE HEREBY INDEMNIFIES LICENSOR AND UNDERTAKES TO DEFEND AND HOLD LICENSOR
HARMLESS FROM ANY CLAIMS, SUITS, LOSS AND DAMAGE (INCLUDING REASONABLE
ATTORNEYS'
14
FEES) ARISING OUT OF ANY ALLEGEDLY UNAUTHORIZED USE OF ANY TRADEMARK, PATENT,
PROCESS, IDEA, METHOD, DESIGN, COPYRIGHT OR DEVICE BY LICENSEE IN CONNECTION
WITH THE LICENSED SERVICES COVERED BY THIS LICENSE AGREEMENT OR ANY OTHER
ALLEGED ACTION BY LICENSEE, ANY SUBLICENSEES OR FRANCHISEES AND ALSO FROM ANY
CLAIMS, SUITS, LOSS AND DAMAGE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING
OUT OF THE OFFERING OF THE LICENSED SERVICES.
12.2
LICENSOR HEREBY INDEMNIFIES LICENSEE AND UNDERTAKES TO DEFEND AND HOLD LICENSEE,
HARMLESS FROM ANY CLAIMS, SUITS, LOSS AND DAMAGE (INCLUDING REASONABLE
ATTORNEYS' FEES) SUSTAINED BY LICENSEE AS A RESULT OF CLAIMS THAT LICENSEE'S,
ITS SUBLICENSEE'S AND FRANCHISEES' USE OF THE TRADEMARKS INFRINGE OR VIOLATE THE
RIGHTS OF OTHERS.
LICENSEE SHALL ADVISE LICENSOR OF ANY SUCH CLAIMS MADE
AGAINST LICENSEE, ITS SUBLICENSEES AND/OR FRANCHISEES AND LICENSOR SHALL BE
ENTITLED TO DEFEND ANY SUCH ALLEGATIONS THROUGH COUNSEL OF ITS OWN CHOOSING.
12.3
LICENSOR ASSUMES NO RESPONSIBILITY TO LICENSEE OR TO ANY THIRD PARTY WITH
RESPECT TO THE CHARACTERISTICS OR QUALITY OF THE LICENSED SERVICES PROVIDED BY
LICENSEE.
LICENSEE AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS, LICENSOR,
ITS SUBSIDIARIES, AND AFFILIATES AND ANY SUCCESSORS OR ASSIGNS OF LICENSOR OR
ANY OF THE TRADEMARKS, AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES,
AGAINST EVERY CLAIM, SUIT, LOSS, LIABILITY OR DAMAGE WHATSOEVER (INCLUDING BUT
NOT LIMITED TO THE EXPENSES OF INVESTIGATION OF AND DEFENDING AGAINST ANY CLAIM
OR SUIT, ANY AMOUNT PAID IN SETTLEMENT THEREOF, AND ATTORNEY'S