How does Cd One Price Cleaners require franchisees to use its proprietary marks?

eement with any lender that provided or is providing financing relating to Franchisee's acquisition or operation of the Store (a "Lender"). Franchisee hereby irrevocably authorizes Franchisor to contact any Lender from time to time to discuss any matters pertaining to this Agreement and/or Franchisee's arrangements with the Lender, including, without limitation, any alleged defaults by Franchisee thereunder.

7. PROPRIETARY MARKS

• 7.1 Franchisee's Use of Proprietary Marks. With respect to Franchisee's use of the Proprietary Marks pursuant to this Agreement:
  • 7.1.1 Franchisee shall use only the Proprietary Marks designated by Franchisor and shall use them only in the manner authorized and permitted by Franchisor;
  • 7.1.2 Franchisee shall use the Proprietary Marks only for the operation of the Store and only at the Site or in approved advertising for the Store in accordance with this Agreement;
  • 7.1.3 Unless otherwise authorized or required by Franchisor, Franchisee shall operate and advertise the Store only under the Proprietary Marks authorized for use by Franchisor;
  • 7.1.4 Franchisee shall identify itself as an independent franchisee-owner of the Store in conjunction with any use of the Proprietary Marks or the operation of the Store and shall place a written notice to such effect, in a form approved by Franchisor, in a conspicuous location on the Store's premises;
  • 7.1.5 Franchisee's right to use the Proprietary Marks is limited to such uses as are authorized under this Agreement, and any unauthorized use thereof shall constitute an infringement and a breach of this Agreement;
  • 7.1.6 Franchisee shall not use the Proprietary Marks to incur any obligation or indebtedness on behalf of Franchisor;
  • 7.1.7 Franchisee shall execute any documents deemed necessary by Franchisor or its affiliates to obtain protection for the Proprietary Marks or to maintain their continued validity and enforceability at Franchisee's expense;
  • 7.1.8 Franchisee shall promptly notify Franchisor of any suspected unauthorized use of, or any challenge to the validity or use of, any of the Proprietary Marks. Franchisor (or its affiliate) shall have the sole right to determine whether any action should be taken, and, if any action is taken, Franchisor (or its affiliate) shall have the right to direct and control any such action, including the conduct of an administrative proceeding or litigation or other adjudicative proceeding involving the Proprietary Marks,

including any settlement thereof. Franchisee shall have no right, independent of Franchisor, to make any demand against any such user or challenger or to prosecute any claim of any kind or nature whatsoever relating to any of the Proprietary Marks;

• 7.1.9 In the event of any administrative proceeding, litigation or other dispute relating to Franchisee's use of the Proprietary Marks, Franchisee shall execute any and all documents and do such acts as may, in the opinion of Franchisor, be necessary to carry out such defense or prosecution, including, but not limited to, becoming a party to any legal action. Franchisor (or its affiliate) shall have the right to direct and control any such proceeding, litigation or dispute (including any settlement thereof); and
• 7.1.10 Franchisee shall not use the Proprietary Marks as part of its corporate or other legal name, or in whole or in part as a domain name, home page, electronic address, metatag or otherwise in connection with any website.
• 7.2 Franchisee Representations Concerning Proprietary Marks. Franchisee expressly agrees and acknowledges that:
  • 7.2.1 The Proprietary Marks are valid and serve to identify CD Stores;
  • 7.2.2 During the Term and after its expiration or termination, Franchisee shall not directly or indirectly contest the validity or ownership of the Proprietary Marks, nor take any other action which may tend to derogate or jeopardize Franchisor's (or its affiliate's) interest therein, or Franchisor's (or its affiliate's) right to use, and to license others to use, the Proprietary Marks;
  • 7.2.3 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, other than the license granted by this Agreement;
  • 7.2.4 Any and all goodwill arising from Franchisee's use of the Proprietary Marks shall inure solely and exclusively to the benefit of Franchisor and its affiliates;
  • 7.2.5 Except as specified in Sections 1.3 and 1.4, Franchisor and its affiliates shall have and retain the rights, among others: (a) to use the Proprietary Marks themselves in connection with selling products and services; (b) to grant other licenses for the Proprietary Marks; and (c) to develop and establish other systems using the Proprietary Marks, similar proprietary marks, or any other proprietary marks and to grant licenses or franchises thereto without providing any rights therein to Franchisee; and
  • 7.2.6 Franchisor reserves the right from time to time to add or substitute different marks for use in identifying the Store and/or other CD Stores if the Proprietary Marks no longer can be used, or if Franchisor, in its sole judgment, determines that addition or substitution of different marks will be beneficial to Franchisor. In such circumstances, the use of the additional or substituted marks shall be governed by the terms of this Agreement, and Franchisor shall not compensate Franchisee for such addition or

substitution or the costs to Franchisee associated therewith. Franchisee shall implement promptly any such substitution at Franchisee's expense.

8. CONFIDENTIAL MANUAL AND INFORMATION

• 8.1 Keeping Manual Confidential. Franchisee shall treat the Manual, and the information contained therein, as confidential, and shall use all reasonable efforts to maintain such information as secret and confidential. Franchisee shall not at any time copy, duplicate, record or otherwise reproduce the foregoing materials, in whole or in part, nor otherwise make the same available to any unauthorized person. The Manual shall at all times remain the sole property of Franchisor.
• 8.2 Keeping Manual Current. Franchisee shall insure that the Manual at the Store is updated promptly upon receipt of updates or substitutions from Franchisor, which updates or substitutions may be made to the electronic version of the master copy of the Manual maintained by Franchisor and, in the event of any dispute as to the contents of the Manual, the terms of the master copy of the Manual maintained by Franchisor shall be controlling.
• 8.3 Protection of Confidential Information. Franchisee shall not, during the Term or after its expiration or termination, communicate, divulge or use for the benefit of any other person or business any confidential information, knowledge or know-how concerning the marketing, management or operations plans of a CD Store or Franchisor which may be communicated to Franchisee or of which Franchisee may be apprised by virtue of Franchisee's operation hereunder. Franchisee shall divulge such confidential information only to those employees who need to know such information and who must have access to it in order to perform their employment responsibilities, and who shall keep such information confidential.

Source: Item 23 — Receipts (FDD pages 72–263)