What constitutes a material breach of the Brueggers Bagels Franchise Agreement regarding the Marks or System?

ted to, advertisements, promotional materials, labels, menus,

posters, or Web sites, whether or not such adaptation was authorized by us, you agree that such material will be our property and you hereby assign all your right, title and interest therein to us (or a person designated by us). You agree to execute any documents, in recordable form, which we deem necessary to reflect or perfect such ownership. You must submit all such adaptation, translation or derivative works to us for approval prior to use.

• 10.3. Limitations on Use. Your right to use the Proprietary Marks and the Works is limited to the uses we authorize under this Agreement and any unauthorized use will constitute an infringement of our rights. Therefore, you agree to:
• 10.3.1. Use only the Proprietary Marks that we designate and use them only in the manner we authorize;
• 10.3.2. Use the Proprietary Marks and Works only for the operation of the Bakery and only at the Premises or in advertising for the Bakery
• 10.3.3. Operate and advertise the Bakery only under the names "Bruegger's" and "Bruegger's Bagels", and use all Proprietary Marks without prefix or suffix, and not use the Proprietary Marks as part of your corporate or legal name;
• 10.3.4. Ensure that all advertising and promotional materials, packaging, signs, decorations, websites, and other items that we may specify, bear the Proprietary Marks in the form, color, size, and location we prescribe;
• 10.3.5. Identify yourself as a licensee of the Proprietary Marks, and not the owner of Proprietary Marks in conjunction with any use of the Proprietary Marks, including but not limited to on invoices, order forms, receipts, check stock, payroll forms, business stationery, websites, email auto-signatures, and other electronic media, as well as at such conspicuous locations on the Premises;
• 10.3.6. Not use the Proprietary Marks to incur any obligation or indebtedness on behalf of us or our affiliates;
• 10.3.7. Comply with our instructions in filing and maintaining any requisite trade name or fictitious name registrations, and execute any documents we deem necessary to obtain protection for the Proprietary Marks and the Works or to maintain their continued validity and enforceability;
• 10.3.8. Not use the Proprietary Marks as part of your corporate or other legal entity name;
• 10.3.9. Not directly or indirectly contest the validity of, or take any other action which tends to jeopardize our or our affiliates' rights to the ownership of or right to use and to license others to use the Proprietary Marks; and
• 10.3.10. Ensure that the Proprietary Marks and the Works bear the "®", "TM", "SM" or copyright notice, respectively, as we may prescribe from time to time.

10.4. Your Acknowledgments. You acknowledge that:

• 10.4.1. The Proprietary Marks are valid and serve to identify the System and those who are authorized to operate under the System;
• 10.4.2. Your use of the Proprietary Marks and Works pursuant to this Agreement does not give you any ownership interest or other interest in the Proprietary Marks or the Works;
• 10.4.3. Any and all goodwill arising from your use of the Proprietary Marks and the Works will inure exclusively to the benefit of us and our affiliates, and upon expiration or termination of this Agreement, no monetary amount will be assigned as attributable to any goodwill associated with your use of the System, the Proprietary Marks, or the Works; and
• 10.4.4. The license granted hereunder to use the Proprietary Marks and the Works is nonexclusive.
• 10.5. Third Party Challenges. You must promptly notify us in writing and verbally of any unauthorized use or reproduction of the Proprietary Marks or the Works, any challenge to the validity of the Proprietary Marks or the Works, the ownership by us and our affiliates of the Proprietary Marks and the Works, our right to use and to license others to use the Proprietary Marks and the Works, or your right to use the Proprietary Marks or Works. You acknowledge that we and our affiliates have the right to direct and control any administrative proceeding or litigation involving the Proprietary Marks or Works, including any settlement thereof. We and our affiliates have the right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks or Works.

Source: Item 22 — CONTRACTS (FDD page 61)