Fill and Sign the Trademark Use Agreement Form

Agreement for Sublicense of Trademark for Use in a Restaurant Business This Trademark Sublicense Agreement (this Agreement ) is made this       day of       , 20       , between       , a (Name of Licensee) corporation organized under the laws of       , having its principal office (Name of State) at       , referred to herein as Licensee, and (Street Address, City, County, State, Zip Code)       , a corporation organized under the laws of (Name of Sublicensee)       , having its principal office at       , (Name of State) (Street Address)       , referred to herein as Sublicensee. (City, County, State, Zip Code) Whereas, Licensee is the exclusive licensee of the right to use and sublicense the names and marks listed and described in attached Schedule A (the Licensed Marks ), pursuant to the Trademark License Agreement between       ( Licensor) and (Name of Licensor) Licensee (the Trademark License Agreement, attached as Exhibit A ; and Whereas, it is the desire and intention of the parties that Sublicensee be permitted to use the Licensed Marks in connection with Sublicensee's restaurant business named       , located at       ; (Name) (Street Address, City, County, State, Zip Code) and Whereas, Licensor, by the letter attached as Exhibit B, has provided prior written permission and authorization for Licensee and Sublicensee to enter into an agreement in this form. By this letter, Licensor has additionally provided prior written permission and authorization for Sublicensee to register the mark       (the Composite Mark ) in the (text of composite mark) joint names of Licensor and Sublicensee in any part of the Territory, as that term is defined below. Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: I. License. A. Licensee grants to Sublicensee, and Sublicensee accepts from Licensee, a right and license to use the Licensed Marks in connection with marks owned by Sublicensee in association with restaurant franchising (including business management assistance in the establishment or operating of restaurants), restaurant services, retail and retail related Agreement for Sublicense of Trademark Page 1 of 5 services, real estate services and apparel (the products and services which are the subject of this Agreement are referred to as the Products and Services, respectively) throughout the world (the Territory ), including any advertising and promotion associated with the Products or Services. Licensee, in its reasonable discretion, by written notice to Sublicensee, may add additional marks to Schedule A, and such marks shall be deemed to be Licensed Marks under this Agreement, provided that those marks are Licensed Marks under the Trademark License Agreement. The foregoing license granted in this Paragraph A is referred to as the Trademark Sublicense. The Trademark Sublicense is granted without warranties or assurances as to the registrability or availability of the Licensed Marks. B. The Licensed Marks shall not be used by Sublicensee in association with any goods or services other than the Products and Services without the express written consent of Licensee and Licensor. The Trademark Sublicense is granted on a nonexclusive basis vis-à-vis Licensee's use of the Licensed Marks. C. Sublicensee shall not have the right to assign, transfer, or devise any rights granted in this Agreement, except that Sublicensee shall have the right to grant further sublicenses under this Agreement, with Licensee's and Licensor's approval, such approval not to be unreasonably withheld or delayed. D. Notwithstanding the foregoing, Sublicensee (and their permitted Sublicensees) shall have the right to permit third parties to provide Services and produce and manufacture Products or the packaging of such Products for Sublicensee consistent with the quality standards and other requirements of this Agreement and the Trademark License Agreement for use in connection with activities encompassed within the scope of the Products and Services. Sublicensee (and their permitted Sublicensees) will identify their Products and Services and manufacturers for the Products to Licensee or Licensor upon request. Sublicensee agrees that any person or entity permitted to manufacture such Products shall be prohibited from manufacturing, producing, selling, distributing, or shipping Products other than to Sublicensee (or their permitted Sublicensees). Sublicensee further agrees to enforce such prohibition at its own expense and upon reasonable demand by Licensee or Licensor. E. Any and all permitted sublicenses granted by Sublicensee shall be subject to the terms of this Agreement and of the Trademark License Agreement and must reflect and contain all the restrictions, protections and provisions of this Agreement for the benefit of Licensee and the Trademark License Agreement for the benefit of Licensor, and must be approved in advance in writing by Licensee and Licensor, whose approval will not be unreasonably withheld or delayed. F. Sublicensee acknowledge that Licensee is the exclusive licensee of the Licensed Marks and that Licensor is the owner of the entire right, title and interest in and to the Licensed Marks. Sublicensee will not at any time do, or cause to be done, any act or thing in any way impairing or tending to impair any part of such right title and interest. In connection with the use of the Licensed Marks, Sublicensee shall not in any manner Agreement for Sublicense of Trademark Page 2 of 5 represent that they have any ownership interest in the Licensed Marks. Sublicensee shall only have the right to register the Composite Mark in the joint name of Licensor and Sublicensee and may only use the Composite Mark for the purposes for which, and for so long as, Sublicensee may use the Licensed Marks under this Agreement. Sublicensee does now assign, and agree to assign in the future, any right they may have acquired or will acquire in the Licensed Marks, including any goodwill associated with the Licensed Marks. The foregoing shall not be applied to impair the registration and maintenance by Sublicensee of marks containing the Licensed Marks and additional marks owned independently by Sublicensee; provided, however, that Sublicensee shall promptly cancel all registrations for trademarks that contain any of the Licensed Marks if the Trademark License Agreement is terminated. G. Sublicensee acknowledges that, pursuant to the Trademark License Agreement, Licensor retained the right to use and register Licensor's name, and variations of such name, as a trademark or service mark in all media fields, including, but not limited to, television, print publications, film, radio, personal appearances, public addresses and other types of media. H. All restrictions, protections and provisions of the Trademark License Agreement that run to the benefit of Licensor are incorporated in this Agreement explicitly or by reference and apply to Sublicensee and to all permitted Sublicensees of Sublicensee, and must be contained in any further proposed sublicense agreement. II. License Term. This Agreement shall be effective as of the date of this Agreement, and shall continue for the period during which the Trademark License Agreement is effective (the Term ). III. Royalty. From and after the occurrence of a Triggering Event, Sublicensee shall pay to Licensee that portion of the Royalty that is attributable to Sublicensee's Revenues with respect to the Royalty Period (as such terms are defined in the Trademark License Agreement). Without limiting any other provision of this Agreement, the terms of Section       of the Trademark (Number) License Agreement shall apply to Sublicensee and to all permitted Sublicensees of Sublicensee and are incorporated in this Agreement by this reference, and must be contained in any further proposed sublicense agreement. IV. Quality Control. Without limiting any other provision of this Agreement, the terms of Section       of the Trademark License Agreement shall apply to Sublicensee and to all (Number) permitted Sublicensees of Sublicensee and are incorporated in this Agreement by this reference, and must be contained in any further proposed sublicense agreement. V. Goodwill and Enforcement of Rights. Without limiting any other provision of this Agreement, the terms of Section       of the Trademark License Agreement shall apply to (Number) Agreement for Sublicense of Trademark Page 3 of 5 Sublicensee and to all permitted Sublicensees of Sublicensee and are incorporated in this Agreement by this reference, and must be contained in any further proposed sublicense agreement. VI. Use of Licensed Marks. Without limiting any other provision of this Agreement, the terms of Section       of the Trademark License Agreement shall apply to Sublicensee (Number) and to all permitted Sublicensees of Sublicensee and are incorporated in this Agreement by this reference, and must be contained in any further proposed sublicense agreement. VII. Termination. A. Breach of this Agreement shall be defined and treated as in Section       of (Number) the Trademark License Agreement. B. Licensee may terminate this Agreement on any basis on which Licensor is entitled to terminate the Trademark License Agreement, as enumerated in Section       of (Number) the Trademark License Agreement. C. Within       months following the expiration or termination of this (Number) Agreement, Sublicensee (and any of their Sublicensees) must cease using the Licensed Marks and at Licensee's or Licensor's sole option shall destroy or allow Licensee or Licensor to pick up all printed matter, tangible matter, and Product bearing any of the Licensed Marks. VIII. Indemnification and Insurance. Without limiting any other provision of this Agreement, the terms of Section       of the Trademark License Agreement shall apply to (Number) Sublicensee and to all permitted Sublicensees of Sublicensee and are incorporated in this Agreement by this reference, and must be contained in any further proposed sublicense agreement. IX. Notices. Except as otherwise set forth in this Agreement, any notices, statements or payments required to be made or given under this Agreement shall be hand delivered or sent via overnight courier, to the following persons and addresses which may change or be modified at any time in writing by the receiving parties: A. If to Sublicensee:       at (Name of Sublicensee)       . (Street Address, City, County, State, Zip Code) B. If to Licensee:       at (Name of Licensee) Agreement for Sublicense of Trademark Page 4 of 5       . (Street Address, City, County, State, Zip Code) C. If to Licensor:       at (Name of Licensor)       . (Street Address, City, County, State, Zip Code) X. Miscellaneous. Without limiting any other provision of this Agreement, the terms of Section       of the Trademark License Agreement shall apply to Sublicensee and to all (Number) permitted Sublicensee of Sublicensee and are incorporated in this Agreement by this reference, and must be contained in any further proposed sublicense agreement. XI. Third Party Beneficiary. Licensee and Sublicensee agree that Licensor is an intended third-party beneficiary of this Agreement and all further sublicense agreements and shall have the full right and authority to enforce this Agreement and all further sublicense agreements against Sublicensee and its Sublicensees. WITNESS our signatures as of the day and date first above stated.             (Name of Licensee) (Name of Sublicensee) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Agreement for Sublicense of Trademark Page 5 of 5