Who benefits from the use of the Marks and the System by a Corcoran franchisee?

fy, or eliminate programs as we deem necessary in the best interests of the System.

• 4.4 Participation in Programs. We may condition participation in our programs on compliance with this Agreement and certain other requirements, which will be further described in the P&P Manual.

4.5 Identification and Use of Marks.

• 4.5.1 The Marks, System and other products and items we deliver to you (collectively, the "System Components") are our exclusive property, and your right to use them is contingent on your full and timely performance under this Agreement. You will be responsible for the proper use of the System Components and compliance with this Agreement, including use by your Related Parties, independent sales agents and employees. You acquire no rights in the System Components, except for your right to use them under this Agreement. You will not directly or indirectly contest our sole and exclusive rights in the System Components. You will not claim any interest in the System Components contrary to this Section or at any time dispute the validity of the Marks and/or the System. You will not adopt, use, or seek to register any names, marks, insignias, colors, trade dress, or symbols that are confusingly similar to the Marks. You will notify us promptly if you learn about any unauthorized or improper use of the Marks, if anyone challenges your right to use them, and assist us and our attorneys in any legal action regarding the System Components, but you will not be required to incur any unreasonable costs in connection with your cooperation.
• 4.5.2 We reserve the right to approve use of the Marks, except for your use of any advertising templates that we may approve and update on a periodic basis. We may determine if you are meeting the Standards for the Marks' usage and you will promptly correct any deficiencies. All use of the Marks and the System inures to our benefit. At our sole option, we or our Related Parties will obtain and maintain the Marks' registrations and exercise rights against unauthorized use of the Marks. You will use the Marks only in connection with the Business.
• 4.5.3 All advertising and promotions shall: (i) be presented in a professional and dignified manner; (ii) be completely accurate and truthful; (iii) conform to all applicable laws and regulations relating to

consumer advertising; and (iv) give notice that your Business is an independently owned and operated franchise.

• 4.6 Office Appearance. The Office(s) must be physically inspected by our authorized representative and be formally deemed to meet our then current Office Design and Appearance Standards, as described in the P&P Manual. You must purchase Internal Branding Elements for your Office. Internal Branding Elements include branded elements, such as reception signage and a flat panel monitor in the welcome area for listings to be displayed on a rotational basis, as set forth in the Brand Standards. Your Office should also have comfortable seating with lighting and artwork that compliments the office theme and a coat/storage closet. Unless otherwise provided, by signing this Agreement we represent that the Offices meet our Office Design and Appearance Standards, provided that we may subsequently require you to make reasonable alterations, modifications or upgrades any office space in which the Business is operated. You must maintain all Office facilities, office sign(s), yard signs, stationery goods and all other items in first-class condition and in compliance with the P&P Manual.
• 4.7 Office Sign. You will install one (1) or more exterior signs displaying your Trade Name. Your sign(s) must conform to the P&P Manual and Brand Standards and MUST BE APPROVED BY US IN WRITING IN ADVANCE, AS TO ARTWORK, LETTERING, COLOR SCHEME, SIZE, AND OVERALL APPEARANCE.

Source: Item 23 — RECEIPTS (FDD pages 75–276)