What does 'Margaritaville Enterprises IP Rights' encompass for a Camp Margaritaville franchise?

This TRADEMARK LICENSE AGREEMENT (this "Agreement"), dated as of this 4th day of April, 2019, is entered into by and between MARGARITAVILLE ENTERPRISES, LLC, a Delaware limited liability company ("Licensor"), and MARGARITAVILLE RV RESORTS, LLC, a Delaware limited liability company ("Licensee").

WHEREAS, Licensor is the exclusive owner of the Margaritaville Enterprises IP Rights and is licensed by Jimmy Buffett to use and sublicense the Buffett IP Rights;

WHEREAS, Licensee desiresto have the right to sublicense the Margaritaville Intellectual Property pursuant to Trademark Sub-License Agreements and/or Franchise Agreements to developers and operators of Camp Margaritaville-branded RV resorts (each, a "Trademark Agreement"; and collectively, the "Trademark Agreements"); and

WHEREAS, subject to the terms and conditions hereof, Licensor is willing to grant to Licensee the right to use the Margaritaville Intellectual Property for the purpose of sublicensing such Margaritaville Intellectual Property, as set forth in the Trademark Agreements;

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, it is hereby agreed as follows:

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.

• (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;

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 8.07 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 Sta

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