What does the Camp Margaritaville FDD define as 'Intellectual Property Rights'?

ts (collectively the "Camp Margaritaville Intellectual Property") to Franchisor pursuant to the License Agreement dated as of January 14, 2019, a copy of which is attached hereto as Exhibit I (the "License Agreement") for the purpose of franchising Camp Margaritaville Resorts, maintaining the Camp Margaritaville System and System Standards, and for other purposes as set forth in that License Agreement.

Section 8.02 License. Franchisee's right to use the Camp Margaritaville Intellectual Property and Confidential Information is derived only from this Agreement and is limited to the development and operation of the Resort at the Site during the Term. Franchisee acknowledges that, as between it and Franchisor, Franchisor is the owner of all rights in the Camp Margaritaville Intellectual Property and the associated goodwill. Franchisee agrees that its use of the Camp Margaritaville Intellectual Property shall inure to the benefit of Franchisor, Licensor, or any such other Franchisor Affiliate as Franchisor may designate in writing. Upon expiration or termination of this Agreement for any reason, all of Franchisee's

rights to use the Camp Margaritaville Intellectual Property will automatically revert to Franchisor without cost and without execution or delivery of any document.

Section 8.03 Limitations on License.

• (a) Other Branded Components. Franchisor shall approve Franchisee's proposed use of the Camp Margaritaville Intellectual Property in the operation of the Resort pursuant to Article V. This Agreement does not provide Franchisee any right to use the Camp Margaritaville Intellectual Property in any way not explicitly provided herein. If such rights to use the Camp Margaritaville Intellectual Property are approved, any such approved components shall be addressed pursuant to a separate agreement or mutually agreed addendum to this Agreement.
• (b) Non-Branded Components. The Parties agree that the Resort may contain components that do not contain or compete with the Camp Margaritaville Intellectual Property, subject to Franchisor's approval in its sole discretion.

Section 8.04 Restrictions on Buffett IP Rights. The rights granted pursuant to this Agreement expressly exclude the right to use the Non-Buffett Works. To the extent that Buffett has the legal right to do so, Buffett has granted to Licensor (pursuant to the Buffett Agreement), and Licensor has sub-licensed to Franchisor (pursuant to the License Agreement), the right to further sub-license to Franchisee, a nonexclusive license to exploit the Non-Buffett Works in connection with this Agreement, subject to Section 8.05 hereof.

Section 8.05 Music Clearances. Notwithstanding the foregoing or anything to the contrary in this Agreement or in the Buffett Agreement, for Franchisee's use of any music in, at or in connection with the Resort, Franchisee shall obtain (i) a SiriusXM Radio commercial rights license to play Radio Margaritaville and other theme-appropriate channels and/or a subscription to an audiovisual vendor approved by Franchisor, and (ii) for other music, such other licenses as required by applicable music publishers, record companies, unions, guilds, collecting societies and performing rights organizations (e.g., ASCAP, BMI and SESAC); and pay all applicable third-party license fees, royalties and other costs due in connection therewith.

Section 8.06 Franchisee's Obligations as to the Camp Margaritaville Intellectual Property. During the Term and thereafter, Franchisee shall not, anywhere in the world, and shall ensure that Franchisee as well as its Owners and Affiliates do not:

• (a) Apply for or obtain any registration for, any copyright, trademark or other intellectual property which would adversely affect the rights regarding or the ownership of the Camp Margaritaville Intellectual Property by Licensor, Franchisor, or any of their Affiliates, nor file any document with any Governmental Authority to take any action which would adversely affect such ownership;
• (b) Challenge the validity of the Camp Margaritaville Intellectual Property or any trademarks owned by Franchisor, Licensor, or any of their Affiliates which are already filed or, in the case of any intellectual property, owned by Licensor or its Affiliates as of the Effective Date, are in the future filed, with the United States Patent and Trademark Office or any foreign trademark office; or

(c) Register or attempt to register any such trademark, service mark, trade dress or other intellectual property which is the same as or confusingly similar to any such trademark, service mark, trade dress or other intellectual property owned by Franchisor or any of its Affiliates.

Section 8.07 Website and Social Media. For avoidance of doubt, any internet website ("Internet Site") incorporating the Camp Margaritaville Intellectual Property within a top-level URL (e.g., www.CampMargaritaville.com) shall be owned by Franchisor. No such Internet Site, and no apps incorporating the Camp Margaritaville Intellectual Property, shall be operated by Franchisee without the prior written approval of Franchisor, in its sole discretion. In the event Franchisor approves the use of another Internet Site (or apps) for operation by Franchisee, Franchisee must provide Franchisor with all relevant data and information and allow Franchisor to implement any automatic tracking mechanisms to pull relevant data from such Internet Site. Further, Franchisee may use social media channels in the advertising and marketing of the Resort, however, all use must be in full and complete compliance with the System Standards and/or the approval rights pursuant to this Article VIII.

Section 8.08 Artwork.

• (a) Franchisee acknowledges that, as between Franchisor and Franchisee, the copyright in all Margaritaville Artwork shall be solely and exclusively owned by (and Franchisee's rights to use the Margaritaville Artwork shall be only through) Franchisor or its Affiliates.
• (b) Franchisor acknowledges that neither Franchisor nor any Franchisor Affiliate has or, by reason of this Agreement, shall acquire, any right in or to any artwork, developments, improvements, technologies, or other indicia developed by Franchisee that does not include any Camp Margaritaville Intellectual Property ("Franchisee Artwork"). As between Franchisor and Franchisee the copyright in all Franchisee Artwork shall be solely and exclusively held by and rights therein controlled by Franchisee or its Affiliates.
• (c) Franchisee has no right to incorporate any Camp Margaritaville Intellectual Property or Margaritaville Artwork into Franchisee Artwork without Franchisor's prior written consent. Franchisor has no right to incorporate any trademarks, service marks, logos, trade dress or other indicia of origin belonging to Franchisee or any of Franchisee's Affiliates into Camp Margaritaville Intellectual Property or Margaritaville Artwork without Franchisee's prior written consent.
• (d) To the extent that Franchisor or Franchisee combines Margaritaville Artwork and Franchisee Artwork, then, as between Franchisor and Franchisee, such Margaritaville Artwork shall remain the sole and exclusive property of Franchisor and such Franchisee Artwork shall remain the sole and exclusive property of Franchisee.

Section 8.09 Innovations. All ideas, concepts, techniques, or materials relating to the Resort or the Camp Margaritaville System or derivations or modifications of the Camp Margaritaville Intellectual Property or any other element of the Camp Margaritaville System (collectively, the "Innovations"), whether or not protectable intellectual property and whether created by Franchisee or its Owners, employees or contractors, must be promptly disclosed to Franchisor and will be deemed to be Franchisor's sole and exclusive property, part of the System and the Camp Margaritaville Intellectual Property, and works made for hire for Franchisor. To the extent any Innovation does not qualify as a work made for hire for Franchisor, by this Section Franchisee assigns ownership of that Innovation, and all related rights to that Innovation, to Franchisor and agrees to sign (and to cause its Owners, employees and contractors to sign) whatever assignment or other documents Franchisor requests to evidence Franchisor's ownership or to help

Franchisor obtain intellectual property rights in the Innovation. Franchisor and its affiliates have no obligation to make any payments to Franchisee or any other person with respect to any Innovations. Franchisee may not use any Innovation in operating the Resort or otherwise without Franchisor's prior approval.

Section 8.10 Registration and Maintenance of Camp Margaritaville Intellectual Property.

Source: Item 23 — RECEIPTS (FDD pages 72–406)