Does Clear Pest Pros retain rights to the System, Marks, know-how, techniques, and procedures?

controlling in the event of a dispute relative to the content of any Operations Manual.

If all or any of the Operations Manual is lost, destroyed, or significantly damaged, you promise to obtain replacements at our then applicable charge.

4. MARKS.

A. OWNERSHIP AND GOODWILL OF MARKS.

• 1. You acknowledge that we own and have all rights to the Marks.
• 1. Your right to use the Marks is derived only from this Agreement and is limited to your operation of the Clear Pest Pros Business in accordance and in compliance with this Agreement and all System Standards we prescribe from time to time during its term.
• 1. You promise to use only the Marks that we designate in writing, and to use them only in the manner that we authorize.
• 1. You agree that your use of the Marks, and any goodwill established by this use, will be exclusively for our benefit and that this Agreement does not confer any goodwill or other interest in the Marks upon you (other than the right to operate a Clear Pest Pros Business under this Agreement). 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 and the Marks,
• 1. All provisions of this Agreement applicable to the Marks apply to any additional proprietary trade and service marks and commercial symbols that we authorize you to use.
• 1. The right and license of the Marks awarded to you under this Agreement is nonexclusive, and we may:
  • a. award other licenses and franchises for the Marks, in addition to those licenses and franchises already awarded;
  • b. use the Marks in connection with marketing and selling of any products and services as we deem appropriate; and

c. develop and establish other systems using the Marks, similar proprietary marks, or any other proprietary marks, and grant licenses thereto without providing any rights therein to you.

B. NOTIFICATION OF INFRINGEMENTS AND CLAIMS.

You promise to notify us immediately of any apparent infringement or challenge to your use of any Mark, or of any claim by any person of any rights in any Mark, and not to communicate with any person other than us and our attorneys, and your attorneys, in any infringement, challenge, or claim. We have sole discretion to take the action we deem appropriate and the right to control exclusively any litigation, U.S. Patent and Trademark Office ("USPTO") proceeding, or any other administrative proceeding arising out of any infringement, challenge, claim or otherwise relating to any Mark. Provided that you have timely notified us of the claim or proceeding and complied with this Agreement as we determine in our sole discretion, we shall indemnify and hold you harmless against reasonable litigation expenses incurred in connection with any such infringement, challenge or claim. If we, in our sole discretion, determine that you have not used the Marks in accordance with this Agreement, you will bear the cost of such defense, including the cost of any judgment or settlement. You promise to sign any and all instruments and documents, render the assistance, and do the acts and things that, in the opinion of our attorneys, may be necessary or advisable to protect and maintain our interests in any litigation or USPTO or other proceeding, or otherwise to protect and maintain our interest in the Marks, including, without limitation, becoming a nominal party to any legal action. Except to the extent that such litigation is the result of your use of the Marks in a manner inconsistent with the terms of this Agreement, we agree to reimburse you for your out-of-pocket costs in performing such acts.

C. LIMITATIONS ON YOUR USE OF MARKS.

• 1. You promise to use the Marks as the only identification of the Clear Pest Pros Business, except that you must identify yourself as the owner of an independent entity in the manner that we prescribe.
• 1. You promise to affix the Marks upon such vehicles, uniforms, equipment, containers, fixtures, signs, stationary, advertising, sales/promotional materials, and such other objects, in such size, color, lettering style and fashion, and at such places as we may designate in the Operations Manual.
• 1. You promise to not use the Marks, or any words or symbols confusingly similar to them, as part of any corporate or other legal name or with any prefix, suffix, or other modifying words, terms, designs, or symbols. You may not use the Marks in connection with the sale of any unauthorized product or service, on an Internet website of your own design, or in any other manner not explicitly authorized in writing by us.
• 1. Except as expressly provided in the Operations Manual, you may not display any other trademarks, logotypes, symbols, or service marks, nor may you use any other marks in connection with the Marks, or with the Clear Pest Pros Business, without our prior written approval.
• 1. You promise that all advertising and promotional materials that you use will bear the appropriate "SM," "TM," "®," or "©" registration symbol and/or such other appropriate notice of ownership, registration, or copyright as we may require.
• 1. You promise to submit to us, for our approval, the assumed or trade name (the "DBA") you intend to use in the operation of the Clear Pest Pros Business before filing for it as required by local laws. We may approve or disapprove such DBA at our discretion.

Source: Item 22 — CONTRACTS (FDD pages 67–68)