Can Best Western direct a franchisee to stop using copyrighted materials?

ment of any fees, dues, assessments, or charges owed Best Western, or Member's failure to comply with all applicable laws; or (3) upon Member's resignation from the Membership.

F. Rights and Duties Upon Resignation, Cancellation or Termination of Agreement/License

• 1. The license provided hereunder shall terminate immediately upon resignation of Member from the Membership or cancellation or termination of this Agreement. Within fifteen (15) days of resignation, cancellation or termination of the Agreement, the Property and Member shall cease use of and remove from public view all Best Western Identifying Marks (e.g. signs and logo'd items) and transfer to Best Western any domains containing any Best Western Identifying Marks (including, but not limited to, any domain names containing "best," "western," "bw," or any combination thereof). This prohibition includes any representation, directly or indirectly, that the Property was formerly affiliated with Best Western.
• 1. Furthermore, upon resignation, cancellation or termination, Member shall actively take such steps as may be necessary to cause the cessation of all advertising and distribution of promotional material, to include for the avoidance of doubt and without limitation, online material containing any Best Western Identifying Marks, and shall not use anything consisting of or incorporating any part of any Best Western Identifying Marks or which singularly or together are similar in spelling, sound, appearance or otherwise to any Best Western Identifying Mark. Pursuant to this section F, Member shall also take reasonable steps to notify all third-party advertisers marketing the Property, online or in other media, that the Property is no longer affiliated with Best Western. Reasonable steps shall include, but not be limited to, contacting third-party travel websites (e.g., Expedia, Travelocity, Orbitz, Priceline, and Hotwire) to ensure that those third parties cease the advertising and distribution of promotional material containing any Best Western Identifying Marks in connection with the Property. The Member's obligation with respect to correcting all advertising – whether the Member contracted for the advertising or otherwise – is a continuing obligation.
• 1. For each day that any Best Western Identifying Mark is used in connection with the Property, after fifteen (15) days following resignation, cancellation or termination of this Agreement, Best Western may elect to claim from Member daily damages in an amount equal to fifteen percent (15%) of the average of the Property's room rates per room per day multiplied by the total number of rooms. This amount is payable by Member whether or not Member

continues to exercise control over the operations of the Property. It is understood and agreed that said amount is fixed as liquidated damages and not a penalty because of the difficulty of ascertaining the exact amount of damages that may be sustained by Best Western because of such use. It is further understood and agreed that said amount fixed as liquidated damages is a reasonable amount, considering the damages that Best Western will sustain in the event of such unauthorized use.

• 1. Furthermore, if a Member resigns from the Membership (which it, he, or she may do at any time) or this Agreement is cancelled or terminated by Best Western, the following are immediately due and payable to Best Western:
  • a. Resignation, Cancellation or Termination: Upon a resignation, cancellation or termination, the Member shall pay to Best Western:
    • (i) Monthly Fees. The lesser of: (x) thirty-six (36) months of Monthly Fees (calculated as the Member's average Monthly Fees during the previous twelve (12) months (but if Monthly Fees have been owed to Best Western for less than twelve (12) months, the average of all prior months) multiplied by thirtysix (36));

Source: Item 14 — Patents, Copyrights, and Proprietary Information (FDD pages 86–87)