Does Gold Star retain the exclusive right to determine actions to protect the Marks?

The COMPANY warrants and represents that it has such rights in and to the Marks so as to enable it to license FRANCHISEE's use of them in accordance with the terms of this Agreement and that such use will not infringe the legal or equitable rights of any persons, partnerships, limited liability companies or corporations.

The COMPANY agrees to take whatever actions it deems reasonably necessary to protect the Marks and the goodwill associated therewith.

The COMPANY retains the exclusive right, in its sole discretion exercised in good faith, to determine and undertake such actions, if any,

• as it deems appropriate to prevent the infringement of the Marks or the diminution of the goodwill in the Marks.

• 6.8 Notice of Infringement.

FRANCHISEE agrees to advise the COMPANY promptly in writing of any potentially infringing uses of the Marks, or colorable imitations or variations thereof, by others, and of any suits brought, or claims or demands made or threatened against FRANCHISEE involving the Marks.

In the event a third party commences a legal action against FRANCHISEE challenging FRANCHISEE's right to use the Marks as authorized herein, the COMPANY (a) may, in its sole discretion, assume the defense of FRANCHISEE, utilizing counsel of the COMPANY's choice, against such legal action, and (b) shall indemnify FRANCHISEE against all damages for infringement for which FRANCHISEE is held liable in such action resulting from FRANCHISEE's authorized use of the Marks pursuant to and in compliance with the Agreement, provided that:

• 6.8.1 FRANCHISEE provides the COMPANY with timely notice of the institution of the action;

• 6.8.2 FRANCHISEE cooperates fully with the COMPANY's counsel in defending against the action; and

• 6.8.3 The COMPANY retains ultimate control over the strategy involved in defending against and/or resolving the action.

Source: Item 23 — Receipts (FDD pages 53–163)