What rights does IP Owner have in relation to the Marks used by Christies International Real Estate?

Except for the limitations described in this Section, you acknowledge and agree that you do not have any right to exclude, control or impose conditions on our development of future licensed, franchised, company or affiliate-owned CHRISTIE'S INTERNATIONAL REAL ESTATE businesses, or other company owned businesses at any time or at any location.

• 1.3. Rights Reserved to Us. We reserve (for ourselves and our affiliates) reserve all rights to engage in all activities associated with CHRISTIES INTERNATIONAL REAL ESTATE Marks, and all rights to engage in any business, licensing, franchising, or other activities associated with other brands, marks, and real estate brokerage systems, anywhere in the world, not specifically granted to you under this Agreement or expressly prohibited under this Agreement, or expressly prohibited from us engaging in under this Agreement. Without limiting the preceding sentence, we (for ourselves and our affiliates) specifically reserve the right, from any location at any time, without any compensation to you or any other Affiliate and regardless of whether it competes with the Business, the following rights:

• (a) To own and operate, and grant licenses or franchises to others to own and operate, CHRISTIE'S INTERNATIONAL REAL ESTATE offices outside of the Protected Territory;

• (b) To own and operate, and grant licenses or franchises to others to own and operate, any business of any kind (other than an office located within your Protected Territory selling the same services as a CHRISTIE'S INTERNATIONAL REAL ESTATE businesses) under the Marks at any locations within or outside of your Protected Territory, including by electronic means such as the Internet, applications, by websites we may establish, catalog sales, telemarketing, or other direct marketing sales;

• (c) To own and operate, and grant licenses or franchises to others to own and operate, any business of any kind, including a real estate business selling the same or similar services as CHRISTIE'S INTERNATIONAL REAL ESTATE businesses, under any names, trademarks, service marks, logos and other commercial symbols other than the Marks, regardless of where such businesses are located, including within the Protected Territory;

• (d) To merge with, acquire, be acquired by, or become associated with any businesses that are the same or similar to a CHRISTIE'S INTERNATIONAL REAL ESTATE businesses and operate or license others to operate such businesses regardless of where the businesses are located, including within the Protected Territory, and to be acquired by any third party that operates businesses that are the same or similar to CHRISTIE'S INTERNATIONAL REAL ESTATE businesses regardless of where such businesses are located, including within the Protected Territory;

• (e) to promote, sell, and distribute products, items, and other materials under the Marks or other trademarks through dissimilar channels of distribution (i.e., other than the operation of a CHRISTIE'S INTERNATIONAL REAL ESTATE office within the Protected Territory), including by electronic means such as the Internet, applications, by websites we may establish, catalog sales, telemarketing, or other direct marketing sales;

• (f) To advertise the System anywhere, including, without limitation, on the Internet (or any other existing or future form of electronic commerce) and to create, operate, maintain, and modify, or discontinue the use of a website or any online presence using the Marks; and

• (g) to engage in all other activities associated with the CHRISTIES INTERNATIONAL REAL ESTATE Marks not expressly prohibited under this Agreement.

• 1.4. Additional Offices. You currently have [____] additional office[s] as listed in Exhibit 1 that do[es] not require approval from us. You may open additional offices (each, an "Additional Office") as needed, so long as we receive prior written notification before you enter into any binding agreement to lease, purchase, or otherwise occupy the Additional Office. We reserve the right to reject the location of your anticipated Additional Office. Nothing in the previous sentence is intended to suggest that a rejection of the location of the anticipated Additional Office will act as a rejection of your ability to open an Additional Office. The Main Office and Additional Office are each referred to herein as an "Office." If we approve your proposed Additional Office location, you must execute an addendum granting you such rights, the current version of which is attached as Exhibit 4.

• 1.5. Minimum Performance Requirement. Your rights under this Agreement are dependent on you achieving the minimum performance requirement(s) identified on Exhibit 1 of this Agreement (referred to as the "Minimum Performance Requirement(s)"). If you fail to satisfy any Minimum Performance Requirement during the term of this Agreement, we have the right to terminate this Agreement, or, in lieu of termination, modify or rescind any such territorial or protected rights.

2. TERM AND RENEWAL

• 2.1. Term. This Agreement will be effective for a ten (10) year term beginning on the Effective Date specified in this Agreement.
• 2.2. Renewal. You will have the right to renew the rights granted under this Agreement for one (1) additional term of ten (10) years, provided the following conditions are met:
  • (a) we are still offering licenses or franchises under the Marks and System;
  • (b) you meet our then-current standards for new CHRISTIE'S INTERNATIONAL REAL ESTATE Affiliates;
  • (c) you have given us written notice of your intention to renew at least 365 days before the end of the then-existing term of this Agreement;
  • (d) you are in compliance with all provisions of this Agreement, including all monetary obligations you owe to us or our affiliates, throughout the term of this Agreement;
  • (e) you have paid a renewal fee of $1,000 (the "Renewal Fee") to us at least six months before the then-existing term of this Agreement expires;
  • (f) you sign our then-current broker Affiliate license agreement, which may contain conditions, terms, and fees that are materially different from those contained in this Agreement;

Source: Item 23 — RECEIPT (FDD pages 54–177)