During the term of the Bojangles agreement, what specific actions are franchisees and their shareholders/members prohibited from doing that could be considered injurious to the goodwill associated with Bojangles' Proprietary Marks?

e test and validation of results as set forth by Franchisor. Any testing of a new product, process or improvement must be deemed safe by Franchisor prior to implementation.

• S. Franchisee shall comply with all other requirements set forth in this Agreement.

IX. PROPRIETARY MARKS AND TRADE DRESS

• A. Franchisor represents with respect to the Proprietary Marks that:
• (1) Franchisor is the owner of all right, title, and interest in and to the Proprietary Marks;
• (2) Franchisor has taken and will take all steps reasonably necessary to preserve and protect the ownership and validity in and of the Proprietary Marks; and
• (3) Franchisor will permit Franchisee and other franchisees to use the Proprietary Marks only in accordance with the System and the standards and specifications attendant thereto which underlie the goodwill associated with and symbolized by the Proprietary Marks.
• B. With respect to Franchisee's licensed use of the Proprietary Marks pursuant to this Agreement, Franchisee agrees that:
• (1) Franchisee shall use only the Proprietary Marks designated by Franchisor, and shall use them only in the manner authorized and permitted by Franchisor;
• (2) Franchisee shall use the Proprietary Marks only for the operation of the Franchised Business and only at the location authorized hereunder, or in advertising for the Franchised Business;
• (3) Unless otherwise authorized or required by Franchisor in writing, Franchisee shall operate and advertise the Franchised Business only under the name "BOJANGLES®" Restaurant "BOJANGLES'®" Restaurant, "BOJANGLES' FAMOUS

CHICKEN 'N BISCUITS®" Restaurant, or "BOJANGLES EXPRESS®" Restaurant as specified by Franchisor, without prefix or suffix;

• (4) During the term of this Agreement, Franchisee shall identify itself as the owner of the Franchised Business in conjunction with any use of the Proprietary Marks, including, but not limited to, uses on invoices, order forms, receipts, and contracts, and shall display a notice to that effect in such content and form and at such conspicuous locations on the premises of the Franchised Business as Franchisor may designate in writing;
• (5) Franchisee's right to use the Proprietary Marks is limited to the term of this Agreement and shall automatically cease upon the expiration or earlier termination of this Agreement and is limited to such uses as are authorized under this Agreement, and any unauthorized use thereof, including, but not limited to, sublicensing a use of the Proprietary Marks, shall constitute an infringement of Franchisor's rights and a default under this Agreement;
• (6) During the term of this Agreement and continuing after its expiration or earlier termination, Franchisee shall not use the Proprietary Marks to incur any obligation or indebtedness on behalf of Franchisor;
• (7) During the term of this Agreement and continuing after its expiration or earlier termination, Franchisee shall not use the Proprietary Marks as part of its corporate or other legal name;
• (8) Franchisee shall comply with Franchisor's instructions in filing and maintaining the requisite trade name or fictitious name registrations, and shall execute any documents deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain their continued validity and enforceability; and
• (9) In the event that litigation involving the Proprietary Marks is instituted or threatened against Franchisee, Franchisee shall promptly notify Franchisor. Franchisor shall conduct the defense, and bear the expense of such litigation, but shall be entitled to settle or otherwise dispose of the litigation on terms which, in its sole discretion, it may decide upon. Franchisee shall cooperate fully with Franchisor in defending or settling such litigation.
  • C. Franchisee expressly understands and acknowledges that:
• (1) Franchisor is the owner of all right, title and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them;
• (2) The Proprietary Marks are valid and serve to identify the System and those who are authorized to operate under the System;
• (3) Franchisee shall not directly or indirectly contest the validity or Franchisor's ownership of the Proprietary Marks;
• (4) Franchisee's use of the Proprietary Marks pursuant to this Agreement does not give Franchisee any ownership interest or other interest in or to the Proprietary Marks, except pursuant to the license granted by this Agreement;

• (5) Any and all goodwill arising from Franchisee's use of the Proprietary Marks in its franchised operation under the System shall inure solely and exclusively to Franchisor's benefit, and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned to Franchisee as attributable to any goodwill associated with Franchisee's use of the System or the Proprietary Marks; and
• (6) The right and license of the Proprietary Marks granted hereunder to Franchisee is nonexclusive, and Franchisor and its affiliates thus have and retain the rights, among others:
• (a) To use the Proprietary Marks itself in connection with selling products and services;
• (b) To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing franchisees;
• (c) To purchase, merge with, acquire or become associated with any business of any kind under other systems and/or trademarks and/or develop and establish other systems using the same or similar Proprietary Marks, or any other proprietary marks, and to grant licenses or franchises thereto without providing any rights therein to Franchisee;

Source: Item 22 — CONTRACTS (FDD page 82)