Common use of Proprietary Marks Clause in Contracts

Proprietary Marks. A. GNC represents with respect to the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement.

Proprietary Marks. A. GNC 6.1 Licensor represents with respect and warrants to Licensee that Licensor is the owner of all right, title, and interest in and to the Proprietary Marks that GNC has the right to use Marks, free and to license others to use the Proprietary Marks clear of all liens, encumbrances and that the use thereof by Rite Aid in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights claims of any third partykind. B. 6.2 With respect to Rite AidLicensee's use of the Proprietary Marks pursuant to this Agreementdesignated by Licensor, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid Licensee shall use the Proprietary Marks them only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third partiesLicensor. (2) Rite Aid 6.3 Licensee shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious namedesignated only for the operation of the Program licensed hereunder. 6.4 Unless otherwise authorized or required by Licensor, Licensee shall operate the Program only under the name permitted under Section 5.1 hereof, without prefix or suffix. 6.5 During the term of this Agreement and renewal thereof, Licensee shall identify Licensor (4in a manner reasonably acceptable to Licensor) Rite Aid shall not directly or indirectly contest as the validity or other ownership owner of the System and Program in conjunction with any use of the Proprietary Marks. (5) In the event that litigation involving 6.6 Licensee's right to use the Proprietary Marks is instituted limited to such uses as are designated by Licensor or threatened against Rite Aidauthorized under this Agreement, Rite Aid and any unauthorized use thereof shall promptly notify GNC constitute an infringement of Licensor's rights if Licensee continues such litigationuse on or after the tenth (10th) calendar day following Licensee's receipt of written notice from Licensor to cease such unauthorized use. C. Rite Aid 6.7 Licensee expressly understands and acknowledges that: (1) As between 6.7.1 Licensor is the parties heretoowner of all rights, GNC has the exclusive right title and interest interests in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreementthem. (2) Rite Aid6.7.2 The Proprietary Marks are valid and serve to identify the System and Program and those who are authorized to operate under the System. 6.7.3 Neither Licensee nor any affiliate of Licensee shall directly or indirectly contest the validity of Licensor's ownership of the Proprietary Marks, nor shall Licensee, directly or indirectly, seek to register the Proprietary Marks with any government agency, except with Licensor's express written permission. 6.7.4 Licensee's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid Licensee any ownership interest or other interest in or to such marks the Proprietary Marks, except the License granted by this Agreement. 6.7.5 Any and all goodwill arising from Rite AidLicensee's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNCLicensor's benefit andbenefit, and upon expiration or termination of this Agreement and the license License herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite AidLicensee's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the 6.7.6 The right and license of to use the Proprietary Marks granted hereunder to Rite Aid Licensee is non-exclusive exclusive, and GNC Licensor thus has and retains the following rights, among others: (a) To : to use the Proprietary Marks itself in connection with selling products and services; to grant other licenses for the Proprietary Marks; andand to develop and establish other systems using the same or similar Proprietary Marks, or any other proprietary marks, and to grant licenses or franchises thereto without providing any rights therein to Licensee. (b) To 6.7.7 Licensor reserves the right to substitute different proprietary marks for use in identifying the System and Program and the businesses operating thereunder if Licensor's currently owned Proprietary Marks no longer can be used, or if Licensor, in its sole discretion, determines that substitution of different proprietary marks is desirable. 6.8 Licensee shall require all signs and other materials and documentation which may be designated by Licensor to bear the Proprietary Marks in connection with selling products the form, color, location and services at locations outside of the Protected Territory to the extent permitted in this Agreementmanner prescribed by Licensor.

Proprietary Marks. A. GNC represents with respect 5.01. It is understood and agreed that the franchise granted herein to the use Franchisor's Proprietary Marks that GNC has the right applies only to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in connection with the operation of the Business Franchised Unit franchised in accordance with this Agreement will at the location designated in Section I hereof, and includes only such Proprietary Marks as are now designated or which may hereafter be designated, in the Confidential Operating Standards Manual or otherwise in writing as a part of the System (which might or might not violate be all of the Proprietary Marks pertaining to the System owned by the Franchisor), and does not include any agreement to other ▇▇▇▇, name, or indicia of origin of Franchisor now existing or which GNC may hereafter be adopted or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third partyacquired by Franchisor. B. 5.02. With respect to Rite AidFranchisee's use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee acknowledges and agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid A. Franchisee shall not use the Proprietary Marks in its as part of Franchisee's corporate name or any fictitious other business name.; (4) Rite Aid B. Franchisee shall not directly hold out or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving otherwise use the Proprietary Marks is instituted to perform any activity or threatened against Rite Aidincur any obligation or indebtedness in such manner as might, Rite Aid shall promptly notify GNC of such litigation.in any way, make Franchisor liable therefor, without Franchisor's prior written consent; C. Rite Aid expressly understands Franchisee shall execute any documents and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and provide such other assistance deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain the continued validity of such Proprietary Marks; and D. Franchisor reserves the right to substitute different Proprietary Marks for use in identifying the System and the goodwill associated with franchised businesses operating thereunder, and symbolized by them Franchisee agrees to immediately substitute Proprietary Marks upon receipt of written notice from Franchisor. 5.03. Franchisee expressly acknowledges Franchisor's exclusive right to use the ▇▇▇▇ Churchs for restaurant services, fried chicken, and other related food products; the building configuration; and the other Proprietary Marks of the System. Franchisee agrees not to represent in any manner that Rite Aid it has only any ownership in the license granted Proprietary Marks or the right to it use the Proprietary Marks except as provided in this Agreement. (2) Rite Aid's . Franchisee further agrees that its use of the Proprietary Marks pursuant to this Agreement does shall not give Rite Aid create in its favor any ownership interest right, title, or other interest in or to the Proprietary Marks, and that all of such marks use shall inure to the benefit of Franchisor. 5.04. Franchisee acknowledges that the use of the Proprietary Marks outside the scope of this license, without Franchisor's prior written consent, is an infringement of Franchisor's exclusive right to use the Proprietary Marks, and during the term of this Agreement and after the expiration or termination hereof, Franchisee covenants not to, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or ownership of Franchisor's Proprietary Marks, or take any other action in derogation thereof. 5.05. Franchisee shall promptly notify Franchisor of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's right to use, the Proprietary Marks licensed hereunder. Franchisee acknowledges that Franchisor has the right to control any administrative proceeding or litigation involving the Proprietary Marks. In the event Franchisor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, Franchisee agrees to execute any and all goodwill arising from Rite Aiddocuments and to do such acts and things as may, in the opinion of counsel for Franchisor, be necessary to carry out such defense or prosecution. Except to the extent that such litigation is the result of Franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, Franchisor agrees to reimburse Franchisee for its operation out of pocket costs in doing such acts and things, except that Franchisee shall bear the salary costs of its employees. 5.06. Franchisee understands and agrees that its license with respect to the Proprietary Marks is non-exclusive to the extent that Franchisor has and retains the right under this Agreement: A. To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing franchisees; B. To develop and establish other franchise systems for the same, similar, or different products or services utilizing proprietary marks not now or hereafter designated as part of the Business System licensed by this Agreement, and to grant licenses thereto, without providing Franchisee any right therein; and C. To develop and establish other systems for the sale, at wholesale or retail, of similar or different products utilizing the same or similar Proprietary Marks, without providing Franchisee any right therein. 5.07. Franchisee acknowledges and expressly agrees that any and all goodwill associated with the System and identified by the Proprietary Marks used in connection therewith shall inure solely directly and exclusively to GNC's the benefit andof Franchisor and is the property of Franchisor, and that upon the expiration or termination of this Agreement and the license herein grantedor any other agreement, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aidany of Franchisee's activities in the operation of the Franchised Unit granted herein, or Franchisee's use of the System or the Proprietary Marks. (3) Except 5.08. Franchisee understands and acknowledges that each and every detail of the Churchs System is important to Franchisee, Franchisor, and other franchisees in order to develop and maintain high and uniform standards of quality and services, and hence to protect the reputation and goodwill of Churchs restaurants. Accordingly, Franchisee covenants: A. To operate and advertise the Franchised Unit, at Franchisee's own expense, under the name "Churchs Chicken," without prefix or suffix; B. To adopt and use the Proprietary Marks licensed hereunder solely in the manner prescribed by Franchisor; C. To observe such reasonable requirements with respect to trademark registration notices as Franchisor may be specifically provided elsewhere from time to time direct in this Agreement, the right Confidential Operating Standards Manual or otherwise in writing. 5.09. In order to preserve the validity and license integrity of the Proprietary Marks granted hereunder licensed herein and to Rite Aid assure that Franchisee is non-exclusive and GNC thus has and retains properly employing the following rights, among others: (a) To grant other licenses for same in the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside operation of the Protected Territory Franchised Unit, Franchisor or its agents shall at all reasonable times have the right to inspect Franchisee's operations, premises, and Franchised Unit and make periodic evaluations of the services provided and the products sold and used therein. Franchisee shall cooperate with Franchisor's representatives in such inspections and render such assistance to the extent permitted in this Agreementrepresentatives as may reasonably be requested.

Proprietary Marks. A. GNC represents with respect 5.01. It is understood and agreed that the franchise granted herein to the use Franchisor's Proprietary Marks that GNC has the right applies only to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in connection with the operation of the Business Franchised Unit franchised in accordance with this Agreement will at the location designated in Section I hereof, and includes only such Proprietary Marks as are now designated or which may hereafter be designated, in the Confidential Operating Standards Manual or otherwise in writing as a part of the System (which might or might not violate be all of the Proprietary Marks pertaining to the System owned by the Franchisor), and does not include any agreement to other ▇▇▇▇, name, or indicia of origin of Franchisor now existing or which GNC may hereafter be adopted or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third partyacquired by Franchisor. B. 5.02. With respect to Rite AidFranchisee's use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee acknowledges and agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid A. Franchisee shall not use the Proprietary Marks in its as part of Franchisee's corporate name or any fictitious other business name.; (4) Rite Aid B. Franchisee shall not directly hold out or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving otherwise use the Proprietary Marks is instituted to perform any activity or threatened against Rite Aidincur any obligation or indebtedness in such manner as might, Rite Aid shall promptly notify GNC of such litigation.in any way, make Franchisor liable therefor, without Franchisor's prior written consent; C. Rite Aid expressly understands Franchisee shall execute any documents and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and provide such other assistance deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain the continued validity of such Proprietary Marks; and D. Franchisor reserves the right to substitute different Proprietary Marks for use in identifying the System and the goodwill associated with franchised businesses operating thereunder, and symbolized by them Franchisee agrees to immediately substitute Proprietary Marks upon receipt of written notice from Franchisor. 5.03. Franchisee expressly acknowledges Franchisor's exclusive right to use the ▇▇▇▇ POPEYES for restaurant services, fried chicken, and other related food products; the building configuration; and the other Proprietary Marks of the System. Franchisee agrees not to represent in any manner that Rite Aid it has only any ownership in the license granted Proprietary Marks or the right to it use the Proprietary Marks except as provided in this Agreement. (2) Rite Aid's . Franchisee further agrees that its use of the Proprietary Marks pursuant to this Agreement does shall not give Rite Aid create in its favor any ownership interest right, title, or other interest in or to the Proprietary Marks, and that all of such marks use shall inure to the benefit of Franchisor. 5.04. Franchisee acknowledges that the use of the Proprietary Marks outside the scope of this license, without Franchisor's prior written consent, is an infringement of Franchisor's exclusive right to use the Proprietary Marks, and during the term of this Agreement and after the expiration or termination hereof, Franchisee covenants not to, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or ownership of Franchisor's Proprietary Marks, or take any other action in derogation thereof. 5.05. Franchisee shall promptly notify Franchisor of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's right to use, the Proprietary Marks licensed hereunder. Franchisee acknowledges that Franchisor has the right to control any administrative proceeding or litigation involving the Proprietary Marks. In the event Franchisor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, Franchisee agrees to execute any and all goodwill arising from Rite Aiddocuments and to do such acts and things as may, in the opinion of counsel for Franchisor, be necessary to carry out such defense or prosecution. Except to the extent that such litigation is the result of Franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, Franchisor agrees to reimburse Franchisee for its operation out of pocket costs in doing such acts and things, except that Franchisee shall bear the salary costs of its employees. 5.06. Franchisee understands and agrees that its license with respect to the Proprietary Marks is non-exclusive to the extent that Franchisor has and retains the right under this Agreement: A. To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing franchisees; B. To develop and establish other franchise systems for the same, similar, or different products or services utilizing proprietary marks not now or hereafter designated as part of the Business System licensed by this Agreement, and to grant licenses thereto, without providing Franchisee any right therein; and C. To develop and establish other systems for the sale, at wholesale or retail, of similar or different products utilizing the same or similar Proprietary Marks, without providing Franchisee any right therein. 5.07. Franchisee acknowledges and expressly agrees that any and all goodwill associated with the System and identified by the Proprietary Marks used in connection therewith shall inure solely directly and exclusively to GNC's the benefit andof Franchisor and is the property of Franchisor, and that upon the expiration or termination of this Agreement and the license herein grantedor any other agreement, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aidany of Franchisee's activities in the operation of the Franchised Unit granted herein, or Franchisee's use of the System or the Proprietary Marks. (3) Except 5.08. Franchisee understands and acknowledges that each and every detail of the Popeyes System is important to Franchisee, Franchisor, and other franchisees in order to develop and maintain high and uniform standards of quality and services, and hence to protect the reputation and goodwill of Popeyes restaurants. Accordingly, Franchisee covenants: A. To operate and advertise the Franchised Unit, at Franchisee's own expense, under the name "Popeyes Chicken & Biscuits," without prefix or suffix; B. To adopt and use the Proprietary Marks licensed hereunder solely in the manner prescribed by Franchisor; C. To observe such reasonable requirements with respect to trademark registration notices as Franchisor may be specifically provided elsewhere from time to time direct in this Agreement, the right Confidential Operating Standards Manual or otherwise in writing. 5.09. In order to preserve the validity and license integrity of the Proprietary Marks granted hereunder licensed herein and to Rite Aid assure that Franchisee is non-exclusive and GNC thus has and retains properly employing the following rights, among others: (a) To grant other licenses for same in the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside operation of the Protected Territory Franchised Unit, Franchisor or its agents shall at all reasonable times have the right to inspect Franchisee's operations, premises, and Franchised Unit and make periodic evaluations of the services provided and the products sold and used therein. Franchisee shall cooperate with Franchisor's representatives in such inspections and render such assistance to the extent permitted in this Agreementrepresentatives as may reasonably be requested.

Proprietary Marks. A. GNC represents with respect to 6.1 DEVELOPER shall use only the Proprietary Marks that GNC has the right to designated by FRANCHISOR and shall use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid them only in the operation of manner authorized and permitted pursuant to the Business in accordance with this Franchise Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third partyby FRANCHISOR. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid 6.2 DEVELOPER shall use the Proprietary Marks only in conjunction with the manner operation of the FRANCHISED STORES and in accordance with the Operations Manual. 6.3 DEVELOPER's right to use the Proprietary Marks is limited to such uses as are authorized under the Franchise Agreement, and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any any unauthorized use t▇▇▇▇of thereof shall constitute an infringement of GNCFRANCHISOR's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will . 6.4 DEVELOPER shall not make use its proprietary marks and those of the third parties. (2) Rite Aid shall execute Proprietary Marks, including the mark, ▇▇ST COAST or any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks part thereof, in its corporate name or in any fictitious nameother business or legal entity. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) 6.5 In the event that litigation by a third party involving the Proprietary Marks is instituted or threatened against Rite AidDEVELOPER, Rite Aid DEVELOPER shall promptly notify GNC of FRANCHISOR and shall cooperate fully in defending or settling such litigation. In the event FRANCHISOR undertakes the defense or prosecution of any litigation pertaining to the Proprietary Marks, DEVELOPER agrees to execute any and all documents and do such acts and things as may, in the opinion of FRANCHISOR's counsel, be necessary or appropriate in the litigation. FRANCHISOR shall have the sole right and discretion to take such action as it deems appropriate. Provided DEVELOPER is in compliance with this Agreement, FRANCHISOR will defend DEVELOPER, at FRANCHISOR's expense, against any third party claim, suit or demand involving the Proprietary Marks and arising out of DEVELOPER's authorized use thereof. C. Rite Aid 6.6 DEVELOPER expressly understands acknowledges and acknowledges agrees that: (1) As between the parties hereto, GNC 6.6.1 FRANCHISOR has the sole and exclusive right rights and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreementthereto. (2) Rite Aid6.6.2 DEVELOPER will not, directly or indirectly, contest the validity or the ownership of the Proprietary Marks. 6.6.3 DEVELOPER acquires no right, title or interest in the Proprietary Marks, except for the non-exclusive license to use the Proprietary Marks pursuant to the Franchise Agreement and all Addenda thereto. 6.6.4 Any and all goodwill arising from DEVELOPER's use of the Proprietary Marks pursuant to this the Franchise Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all Addenda thereto shall inure solely and exclusively to the benefit of FRANCHISOR. Upon expiration or termination of this Agreement, no monetary amount shall be assigned, for any reason and for any purpose whatsoever, to any goodwill arising from Rite Aidin connection with DEVELOPER's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory pursuant to the extent permitted in this Franchise Agreement.

Proprietary Marks. A. GNC represents The term “Proprietary Marks” as used in this Agreement refers to all words, symbols, insignia, devices, designs, trade names, service marks or combinations thereof designated by HFS as identifying the System and the products sold and services provided in connection with respect the System. HFS shall, from time to time, advise Franchisee as to any additions or deletions to the Proprietary Marks that GNC has the and Franchisee’s right to use and to license others to use the Proprietary Marks and that shall be deemed modified by those additions or deletions. Franchisee’s right to use the Proprietary Marks is limited to its use thereof by Rite Aid of the Proprietary Marks in the operation of the Business Franchised Restaurant at the Franchised Location and as expressly provided in accordance with this Agreement will and the Manual. Franchisee shall not violate use the Proprietary Marks on any agreement to which GNC vehicles without HFS’ prior written approval. Franchisee shall not use the Proprietary Marks or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use variations of the Proprietary Marks pursuant or marks or names confusingly similar to this Agreementthe Proprietary Marks in any manner not authorized by HFS or in any corporate, Rite Aid agrees that: (1) In limited liability company, partnership or other business entity name and shall not use any other trade names, service marks or trademarks in conjunction with the operation Franchised Restaurant. If local laws or ordinances require that Franchisee file an affidavit of doing business under an assumed name or otherwise make a filing indicating that the BusinessProprietary Marks are being used as a fictitious or assumed name, Rite Aid Franchisee shall include in such filing or application an indication that the filing is made “as a franchisee of Hardee’s Food Systems, Inc.” Franchisee shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary symbol ® with all registered marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC symbol ™ with all pending registrations or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid marks. Franchisee shall not use the Proprietary Marks in its corporate any Internet domain name or e-mail address, in the operation of any fictitious Internet web site or on a social networking site or other future technological avenue without HFS’ prior written consent. HFS may grant or withhold its consent in its sole discretion and may condition its consent on such requirements as HFS deems appropriate, including, among other things, that Franchisee obtain HFS’ written approval of: (A) any and all Internet domain names and home page addresses related to the Franchised Restaurant; (B) the proposed form and content of any web site related to the Franchised Restaurant; (C) Franchisee’s use of any hyperlinks or other links; (D) Franchisee’s use of any materials (including text, video clips, photographs, images and sound bites) in which any third party has an ownership interest; and (E) any proposed modification of Franchisee’s web site. HFS may designate the form and content of Franchisee’s web site and/or require that any such web site be hosted by HFS or a third party who HFS designates, using one or more web sites that HFS owns and/or controls. HFS may charge Franchisee a fee for developing, reviewing and approving Franchisee’s web site and/or for hosting the web site. If HFS should elect to use a principal name other than “Hardee’s” to identify the System, HFS may select another name and notify Franchisee to change all or some items bearing the Proprietary Marks to the new name within a reasonable period of time as determined by HFS without any liability to Franchisee, and Franchisee promptly shall adopt that name. . Franchisee agrees that nothing in this Agreement gives it any right, title or interest in the Proprietary Marks (4) Rite Aid except the right to use the Proprietary Marks in accordance with the terms of this Agreement), that the Proprietary Marks are the sole property of HFS and its affiliates, that Franchisee shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving Marks or HFS’ right to license the Proprietary Marks is instituted or threatened against Rite AidMarks, Rite Aid shall promptly notify GNC and that any and all uses by Franchisee of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with arising therefrom shall inure exclusively to the benefit of HFS and its affiliates. Franchisee will not seek to register, reregister, assert claim to ownership of, license or allow others to use, or otherwise appropriate to itself any of the Proprietary Marks or any mark or name confusingly similar thereto, or the goodwill symbolized by them any of the foregoing except to the extent this action inures to the benefit of, and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's prior written approval of, HFS. Any unauthorized use of the Proprietary Marks pursuant by Franchisee or attempt by Franchisee, directly or indirectly, to register the Proprietary Marks in any jurisdiction shall constitute a breach of this Agreement does not give Rite Aid and an infringement of HFS’ rights in and to the Proprietary Marks. Franchisee promptly shall inform HFS in writing as to any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use infringement of the Proprietary Marks of which it has knowledge. Franchisee shall not make any demand or serve any notice, orally or in its operation of the Business shall inure solely and exclusively to GNC's benefit andwriting, upon expiration or termination of this Agreement and the license herein grantedinstitute any legal action or negotiate, no monetary amount shall be assigned as attributable compromise or settle any controversy with respect to any goodwill associated with Rite Aid's use such infringement without first obtaining HFS’ written approval. HFS shall have the right, but not the obligation, to bring such action or take such steps as it may deem advisable to prevent any such infringement and to join Franchisee as a party to any action in which HFS is or may be a party and as to which Franchisee is or would be a necessary or proper party. Franchisee also shall promptly notify HFS of any litigation (including administrative or arbitration proceedings) of which Franchisee is aware instituted against HFS, its affiliates or Franchisee relating to the System Proprietary Marks. Franchisee shall execute any and all instruments and documents, render such other assistance and do any acts and things as may, in the opinion of HFS’ counsel, be necessary or advisable to protect and maintain HFS’ interests in the Proprietary Marks, including, without limitation, HFS’ interests in litigation or proceedings before the U.S. Patent and Trademark Office or other tribunal relating to the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement.

Proprietary Marks. A. GNC represents with respect to the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid 7.1 Licensee shall use the Proprietary Marks only to the extent permitted in this Agreement, and only in the manner authorized specified by, and permitted by in accordance with the standards and specifications of, Licensor, as set forth in this Agreement Agreement, or otherwise in writing. 7.2 Licensee agrees that it shall not manufacture, produce, bake, sell, or distribute products that bear the Proprietary Marks, or license or permit, subject to the TJC License Agreements, anyone else to do so, except in accordance with this Agreement, and such other uniform shall not use names and marks confusingly similar to the Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that Marks in the operation and promotion sale or distribution of its Stores and business generally Rite Aid will use its proprietary marks and those any products, or in the operation, franchising, or licensing of the third partieswholesale or retail businesses. (2) Rite Aid 7.3 In order to protect and maintain the Proprietary Marks, Licensee shall execute any documents deemed necessary by GNC or its counsel Licensor to disclaim any interest in obtain protection for the Proprietary Marks other than or to maintain their continued validity and enforceability. 7.4 Licensee shall promptly notify Licensor of any known or suspected infringement of the license granted Proprietary Marks involving the businesses and activities contemplated hereunder, any known challenge to it the validity of the Proprietary Marks, or any known challenge to Licensor's ownership of, or Licensee's right to use, the Proprietary Marks licensed hereunder, or any unauthorized use of the Proprietary Marks; of any acts, events, or conduct amounting to a passing-off of any goods as TJC Products or retail outlets as TJC Bakeries; and any application or filing for registration of any trademark, service ▇▇▇▇, name, design, copyright, or similar matter which may conflict with or be deceptively similar to any of the Proprietary Marks. Licensee acknowledges that Licensor shall have the sole right to direct and control any administrative proceeding or litigation involving the Proprietary Marks, including any matter in which any TJC Licensee is a defendant, including any settlement thereof. Licensor shall also have the sole right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks. Licensee shall implement this right to the fullest extent possible under the TJC License Agreements. 7.4.1 If Licensee has used the Proprietary Marks in accordance with this Agreement, Licensor shall defend, indemnify, and hold Licensee, its affiliates, directors, agents, and employees harmless, at Licensor's sole expense, from and against any third party claim, suit, or demand involving the Proprietary Marks arising out of Licensee's use thereof, except for claims, suits, or demands arising out of Licensee's use of the Proprietary Marks prior to the date of this License Agreement. If Licensee has not used the Proprietary Marks in accordance with this Agreement and such non-conforming use has resulted in any such third party claim, suit, or demand, Licensor will direct and control the defense of such claim, suit, and/or demand, at Licensee's expense, and Licensee shall indemnify and hold Licensor, its affiliates, directors, agents, and employees harmless, at Licensee's sole expense, from and against any such third party claims, suits, or demands (including without limitation legal fees). (3) Rite Aid 7.4.2 If Licensor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, Licensee shall execute any and all documents and do such acts and things as may, in the opinion of counsel for Licensor, be necessary to carry out such defense or prosecution, including, but not limited to, becoming a nominal party to any legal action if Licensee is not already a party to such action. Except to the extent that such litigation is the result of Licensee's use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, or is the result of Licensee's use of the Proprietary Marks prior to the date of this Agreement, Licensor agrees that it shall reimburse Licensee for its out of pocket costs in doing such acts and things, except that Licensee shall bear the salary costs of its employees, and Licensor shall bear the costs of any judgment or settlement. To the extent such claim or litigation is the result of Licensee's use of the Proprietary Marks in a manner inconsistent with be terms of this Agreement or use prior to the date of this Agreement, Licensee shall reimburse Licensor for Licensor's costs in defending such litigation; except, that Licensor shall bear the salary costs of its employees, and Licensee shall bear the costs, of any judgment or settlement. 7.4.3 When requested by Licensor, Licensee shall cooperate with Licensor in any action to restrain and prevent any such unauthorized use or passing-off or to oppose or cancel any such application, filing, or registration. Licensee shall take no legal or other action against such uses without the prior written approval of Licensor. 7.5 Licensee shall not use, nor permit TJC Licensees who execute agreements with Licensee after the date of this Agreement to use, the Proprietary Marks as part of its/their corporate or other legal name. Immediately upon execution of this Agreement, Licensee shall execute and file with all appropriate state and local agencies, a change of name notice and such other applicable documents necessary to comply with this provision. Licensee shall use best efforts, without the requirement of making any payments to such TJC Licensees, to require that TJC Licensees who executed agreements with Licensee prior to the date of this Agreement who use the Proprietary Marks as part of their corporate or other legal name to change such name so as to not use the Proprietary Marks in its corporate name or any fictitious nameMarks. (4) Rite Aid 7.6 Licensee shall not directly or indirectly contest the validity or other of Licensor's ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid 7.7 Licensee expressly understands and acknowledges that: (1) As between the parties hereto7.7.1 Licensee's, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's TJC Licensees', use of the Proprietary Marks pursuant to this Agreement does do not give Rite Aid it or any TJC Licensee any ownership interest or other interest in or to such marks the Proprietary Marks, except the license granted by this Agreement; and 7.7.2 Any and all goodwill arising from Rite Aidout of Licensee's use and the TJC Licensees' use of the Proprietary Marks in its operation of the Business under this Agreement shall inure solely and exclusively to GNC's benefit andLicensor benefit. 7.8 Licensee shall not register or attempt to register any Proprietary ▇▇▇▇, upon expiration or termination any ▇▇▇▇ or name which incorporates all or part of this Agreement and any Proprietary ▇▇▇▇, in any country in the license herein granted, no monetary amount shall be assigned as attributable world. 7.9 Licensor has the right to any goodwill associated with Rite Aid's modify and/or to discontinue the use of the System any or all of the Proprietary Marks. , or to use other names or marks to identify the TJC Products and the products and services offered at TJC Bakeries; provided, however, that if Licensor discontinues a Proprietary ▇▇▇▇ that is used with or on a product that represents a "significant percentage" of Licensee's wholesale business, Licensor will provide a substitute Proprietary ▇▇▇▇ for that product or products. The parties hereto agree that "significant percentage" shall mean a percentage of gross revenues received by Licensee from the sale of such product in the twelve- month period prior to Licensor's notice of discontinuance of a ▇▇▇▇, or in the event such notice occurs prior to the end of the first twelve (312) Except as may be specifically provided elsewhere in months, the number of months that Licensee has been operating under this Agreement prior to such notice by Licensor, and that if such notification by Licensor is provided: (a) during first twelve months following execution of this Agreement, that percentage is five percent (5%) or more; (b) during second twelve months following execution of this Agreement, the right percentage shall be ten percent (10%) or more; and license (c) at any time following the twenty-fourth (24th) month after execution of this Agreement, that percentage shall be twenty percent (20%) or more. Upon one hundred twenty (120) days prior written notice from Licensor, Licensee shall comply with Licensor's standards and specifications with respect to the use, and the licensing of others to use, any modified Proprietary Marks granted hereunder or the new names and marks; provided that Licensee may continue to Rite Aid is non-exclusive and GNC thus has and retains utilize existing inventory or supplies that bear the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the old or discontinued Proprietary Marks in connection after the 120-day period, if such inventory or supplies were purchased prior to Licensor's notice of such modification or discontinuance. Licensee shall be responsible for all costs associated with selling products any such change, and services at locations outside of the Protected Territory Licensor shall have no liability to the extent permitted in this AgreementLicensee therefor.

Proprietary Marks. A. GNC represents with respect 5.01. It is understood and agreed that the franchise granted herein to the use Franchisor's Proprietary Marks that GNC has the right applies only to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in connection with the operation of the Business Franchised Unit franchised in accordance with this Agreement will at the location designated in Section I hereof, and includes only such Proprietary Marks as are now designated or which may hereafter be designated, in the Confidential Operating Standards Manual or otherwise in writing as a part of the System (which might or might not violate be all of the Proprietary Marks pertaining to the System owned by the Franchisor), and does not include any agreement to other ▇▇▇▇, name, or indicia of origin of Franchisor now existing or which GNC may hereafter be adopted or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third partyacquired by Franchisor. B. 5.02. With respect to Rite AidFranchisee's use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee acknowledges and agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid A. Franchisee shall not use the Proprietary Marks in its as part of Franchisee's corporate name or any fictitious other business name.; (4) Rite Aid B. Franchisee shall not directly hold out or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving otherwise use the Proprietary Marks is instituted to perform any activity or threatened against Rite Aidincur any obligation or indebtedness in such manner as might, Rite Aid shall promptly notify GNC of such litigation.in any way, make Franchisor liable therefor, without Franchisor's prior written consent; C. Rite Aid expressly understands Franchisee shall execute any documents and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and provide such other assistance deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain the continued validity of such Proprietary Marks; and D. Franchisor reserves the right to substitute different Proprietary Marks for use in identifying the System and the goodwill associated with franchised businesses operating thereunder, and symbolized by them Franchisee agrees to immediately substitute Proprietary Marks upon receipt of written notice from Franchisor. 5.03. Franchisee expressly acknowledges Franchisor's exclusive right to use the ▇▇▇▇ CINNABON for restaurant services, bakery products including cinnamon rolls and other related food products; the building configuration; and the other Proprietary Marks of the System. Franchisee agrees not to represent in any manner that Rite Aid it has only any ownership in the license granted Proprietary Marks or the right to it use the Proprietary Marks except as provided in this Agreement. (2) Rite Aid's . Franchisee further agrees that its use of the Proprietary Marks pursuant to this Agreement does shall not give Rite Aid create in its favor any ownership interest right, title, or other interest in or to the Proprietary Marks, and that all of such marks use shall inure to the benefit of Franchisor. 5.04. Franchisee acknowledges that the use of the Proprietary Marks outside the scope of this license, without Franchisor's prior written consent, is an infringement of Franchisor's exclusive right to use the Proprietary Marks, and during the term of this Agreement and after the expiration or termination hereof, Franchisee covenants not to, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or ownership of Franchisor's Proprietary Marks, or take any other action in derogation thereof. 5.05. Franchisee shall promptly notify Franchisor of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's right to use, the Proprietary Marks licensed hereunder. Franchisee acknowledges that Franchisor has the right to control any administrative proceeding or litigation involving the Proprietary Marks. In the event Franchisor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, Franchisee agrees to execute any and all goodwill arising from Rite Aiddocuments and to do such acts and things as may, in the opinion of counsel for Franchisor, be necessary to carry out such defense or prosecution. Except to the extent that such litigation is the result of Franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, Franchisor agrees to reimburse Franchisee for its operation out of pocket costs in doing such acts and things, except that Franchisee shall bear the salary costs of its employees. 5.06. Franchisee understands and agrees that its license with respect to the Proprietary Marks is non-exclusive to the extent that Franchisor has and retains the right under this Agreement: A. To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing franchisees; B. To develop and establish other franchise systems for the same, similar, or different products or services utilizing proprietary marks not now or hereafter designated as part of the Business System licensed by this Agreement, and to grant licenses thereto, without providing Franchisee any right therein; and C. To develop and establish other systems for the sale, at wholesale or retail, of similar or different products utilizing the same or similar Proprietary Marks, without providing Franchisee any right therein. 5.07. Franchisee acknowledges and expressly agrees that any and all goodwill associated with the System and identified by the Proprietary Marks used in connection therewith shall inure solely directly and exclusively to GNC's the benefit andof Franchisor and is the property of Franchisor, and that upon the expiration or termination of this Agreement and the license herein grantedor any other agreement, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aidany of Franchisee's activities in the operation of the Franchised Unit granted herein, or Franchisee's use of the System or the Proprietary Marks. (3) Except 5.08. Franchisee understands and acknowledges that each and every detail of the CINNABON System is important to Franchisee, Franchisor, and other franchisees in order to develop and maintain high and uniform standards of quality and services, and hence to protect the reputation and goodwill of CINNABON Bakeries. Accordingly, Franchisee covenants: A. To operate and advertise the Franchised Unit, at Franchisee's own expense, under the name "CINNABON," without prefix or suffix; B. To adopt and use the Proprietary Marks licensed hereunder solely in the manner prescribed by Franchisor; C. To observe such reasonable requirements with respect to trademark registration notices as Franchisor may be specifically provided elsewhere from time to time direct in this Agreement, the right Confidential Operating Standards Manual or otherwise in writing. 5.09. In order to preserve the validity and license integrity of the Proprietary Marks granted hereunder licensed herein and to Rite Aid assure that Franchisee is non-exclusive and GNC thus has and retains properly employing the following rights, among others: (a) To grant other licenses for same in the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside operation of the Protected Territory Franchised Unit, Franchisor or its agents shall at all reasonable times have the right to inspect Franchisee's operations, premises, and Franchised Unit and make periodic evaluations of the services provided and the products sold and used therein. Franchisee shall cooperate with Franchisor's representatives in such inspections and render such assistance to the extent permitted in this Agreementrepresentatives as may reasonably be requested.

Proprietary Marks. A. GNC represents (i) protect the Proprietary Marks, and promote and preserve the goodwill and reputation associated with respect to the Proprietary Marks; (ii) not make any use nor will it permit or authorize any use directly or indirectly of the Proprietary Marks that GNC has outside the right to use Territory and to license others to out of the ordinary course of the Business and the Master License Business; (iii) use the Proprietary Marks on the packaging material, advertisement, marketing, and promotional materials, signage, items, stationeries, and menu relating to the Business and the Master License Business as may be directed by the Licensor; (iv) indicate clearly on all packaging material, advertisement, marketing, and promotional materials, signage, items, stationeries, and menu relating to the Business and the Master License Business that the Licensor is the sole owner of the Proprietary Marks; (v) where the Proprietary Marks are pending registration or registered (as the case may be), indicate that such Proprietary Marks are pending registration or registered (as the case may be) and that the use thereof by Rite Aid in Master Licensee or the operation of Licensee (as the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid case may be) is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use an authorized user of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that:Marks; (1vi) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks or any part thereof in its corporate the company name or trade name of the Master Licensee or the Licensee (as the case may be) or the domain name of any fictitious name.website operated by the Master Licensee or the Licensee (as the case may be) without the prior approval of the Licensor; (4vii) Rite Aid shall not directly use any other trademarks, service marks, trade names or indirectly contest the validity or copyrights, other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use than the Proprietary Marks in connection with selling products the Master License Business and services at locations outside the Business carried out in the Outlets without the prior approval or the Licensor; (viii) not make any changes to its shareholding or directorship structure without the prior approval of the Protected Territory Licensor; (ix) not to do or omit to do any act or thing or use the Proprietary Marks in any manner which is likely to depreciate or cause material harm or bring disrepute to the extent permitted goodwill attached to the Proprietary Marks; (x) ensure that the signage of “[ ]” and the use of the Proprietary Marks shall comply with the Licensor’s specifications; (xi) if at any time the Master Licensee is required in this Agreement.writing, to modify or discontinue use of the Proprietary Marks and to replace with substitute names or marks, immediately do so in the manner specified in the notice from the Licensor; (xii) not alter or modify the Proprietary Marks without the prior approval of the Licensor or use the Proprietary Marks in a confusing way that confuses the Proprietary Marks with another brand; (xiii) not engage in any act that diminishes the value of the Proprietary Marks nor shall it engage in any conduct or activity that may undermine or jeopardise the value of the Proprietary Marks which may in the sole opinion of the Licensor damage or conflict with the interest and valuable goodwill of the Proprietary Marks, such as collaboration with any activities against the laws or governmental policies; (xiv) not knowingly offer or provide any information or assistance concerning the Proprietary Marks to any third party other than its key management, employees and its Licensees; (xv) not claim, use, or apply to register any trademark, trade name, business name, corporate name, domain name, social media user name, email address, copyright, or design that is identical with, confusingly similar to, clearly derived from or based on or that includes the Proprietary Marks or any part thereof;

Proprietary Marks. A. GNC represents The term “Proprietary Marks” as used in this Agreement refers to all words, symbols, insignia, devices, designs, trade names, service marks or combinations thereof designated by CKE as identifying the System and the products sold and services provided in connection with respect the System. CKE shall, from time to time, advise Franchisee as to any additions or deletions to the Proprietary Marks that GNC has the and Franchisee’s right to use and to license others to use the Proprietary Marks and that shall be deemed modified by those additions or deletions. Franchisee’s right to use the Proprietary Marks is limited to its use thereof by Rite Aid of the Proprietary Marks in the operation of the Business Franchised Restaurant at the Franchised Location and as expressly provided in accordance with this Agreement will and the OPM. Franchisee shall not violate use the Proprietary Marks on any agreement to which GNC vehicles without CKE’s prior written approval. Franchisee shall not use the Proprietary Marks or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use variations of the Proprietary Marks pursuant or marks or names confusingly similar to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in any manner not authorized by CKE or in any corporate, limited liability company, partnership or other business entity name and shall not use any other trade names, service marks or trademarks in conjunction with the manner authorized and permitted by this Agreement and Franchised Restaurant. If local laws or ordinances require that Franchisee file an affidavit of doing business under an assumed name or otherwise make a filing indicating that the Proprietary Marks are being used as a fictitious or assumed name, Franchisee shall include in such other uniform Proprietary Mark Standards filing or application an indication that the filing is made “as required from time to time. Any unauthorized use ta franchisee of ▇▇▇▇ ▇▇▇▇of ▇▇▇ Enterprises, Inc.” Franchisee shall constitute an infringement of GNC's rights. GNC acknowledges that in use the operation and promotion of its Stores and business generally Rite Aid will use its proprietary symbol ® with all registered marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC symbol ™ with all pending registrations or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid marks. Franchisee shall not use the Proprietary Marks in its corporate any Internet domain name or e-mail address, in the operation of any fictitious Internet web site, or on a social networking site or other future technological avenue without CKE’s prior written consent. CKE may grant or withhold its consent in its sole discretion and may condition its consent on such requirements as CKE deems appropriate, including, among other things, that Franchisee obtain CKE’s written approval of: (A) any and all Internet domain names and home page addresses related to the Franchised Restaurant; (B) the proposed form and content of any web site related to the Franchised Restaurant; (C) Franchisee’s use of any hyperlinks or other links; (D) Franchisee’s use of any materials (including text, video clips, photographs, images and sound bites) in which any third party has an ownership interest; and (E) any proposed modification of Franchisee’s web site. CKE may designate the form and content of Franchisee’s web site and/or require that any such web site be hosted by CKE or a third party who CKE designates, using one or more web sites that CKE owns and/or controls. CKE may charge Franchisee a fee for developing, reviewing and approving Franchisee’s web site and/or for hosting the web site. If CKE should elect to use a principal name other than “Carl’s Jr.” to identify the System, CKE may select another name and notify Franchisee to change all or some items bearing the Proprietary Marks to the new name within a reasonable period of time as determined by CKE without any liability to Franchisee, and Franchisee promptly shall adopt that name. . Franchisee agrees that nothing in this Agreement gives it any right, title or interest in the Proprietary Marks (4) Rite Aid except the right to use the Proprietary Marks in accordance with the terms of this Agreement), that the Proprietary Marks are the sole property of CKE and its affiliates, that Franchisee shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving Marks or CKE’s right to license the Proprietary Marks is instituted or threatened against Rite AidMarks, Rite Aid shall promptly notify GNC and that any and all uses by Franchisee of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with arising therefrom shall inure exclusively to the benefit of CKE and its affiliates. Franchisee will not seek to register, reregister, assert claim to ownership of, license or allow others to use, or otherwise appropriate to itself any of the Proprietary Marks or any mark or name confusingly similar thereto, or the goodwill symbolized by them any of the foregoing except to the extent this action inures to the benefit of, and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's prior written approval of, CKE. Any unauthorized use of the Proprietary Marks pursuant by Franchisee or attempt by Franchisee, directly or indirectly, to register the Proprietary Marks in any jurisdiction shall constitute a breach of this Agreement does not give Rite Aid and an infringement of CKE’s rights in and to the Proprietary Marks. Franchisee promptly shall inform CKE in writing as to any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use infringement of the Proprietary Marks of which it has knowledge. Franchisee shall not make any demand or serve any notice, orally or in its operation of the Business shall inure solely and exclusively to GNC's benefit andwriting, upon expiration or termination of this Agreement and the license herein grantedinstitute any legal action or negotiate, no monetary amount shall be assigned as attributable compromise or settle any controversy with respect to any goodwill associated with Rite Aid's use such infringement without first obtaining CKE’s written approval. CKE shall have the right, but not the obligation, to bring such action or take such steps as it may deem advisable to prevent any such infringement and to join Franchisee as a party to any action in which CKE is or may be a party and as to which Franchisee is or would be a necessary or proper party. Franchisee also shall promptly notify CKE of any litigation (including administrative or arbitration proceedings) of which Franchisee is aware instituted against CKE, its affiliates or Franchisee relating to the System Proprietary Marks. Franchisee shall execute any and all instruments and documents, render such other assistance and do any acts and things as may, in the opinion of CKE’s counsel, be necessary or advisable to protect and maintain CKE’s interests in the Proprietary Marks, including, without limitation, CKE’s interests in litigation or proceedings before the U.S. Patent and Trademark Office or other tribunal relating to the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement.

Proprietary Marks. A. GNC represents with respect 5.01. It is understood and agreed that the franchise granted herein to the use Franchisor's Proprietary Marks that GNC has the right applies only to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in connection with the operation of the Business Franchised Unit franchised in accordance with this Agreement will at the location designated in Section I hereof, and includes only such Proprietary Marks as are now designated or which may hereafter be designated, in the Confidential Operating Standards Manual or otherwise in writing as a part of the SBC System (which might or might not violate be all of the Proprietary Marks pertaining to the System owned by the Franchisor), and does not include any agreement to other ▇▇▇▇, name, or indicia of origin of Franchisor now existing or which GNC may hereafter be adopted or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third partyacquired by Franchisor. B. 5.02. With respect to Rite AidFranchisee's use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee acknowledges and agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid A. Franchisee shall not use the Proprietary Marks in its as part of Franchisee's corporate name or any fictitious other business name.; (4) Rite Aid B. Franchisee shall not directly hold out or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving otherwise use the Proprietary Marks is instituted to perform any activity or threatened against Rite Aidincur any obligation or indebtedness in such manner as might, Rite Aid shall promptly notify GNC of such litigation.in any way, make Franchisor liable therefor, without Franchisor's prior written consent; C. Rite Aid expressly understands Franchisee shall execute any documents and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and provide such other assistance deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain the continued validity of such Proprietary Marks; and D. Franchisor reserves the right to substitute different Proprietary Marks for use in identifying the System and the goodwill associated with franchised businesses operating thereunder, and symbolized by them Franchisee agrees to immediately substitute Proprietary Marks upon receipt of written notice from Franchisor. 5.03. Franchisee expressly acknowledges Franchisor's exclusive right to use the marks "SEATTLE'S BEST COFFEE" and "SBC" for restaurant services, coffee products, and other related food and beverage products; the building configuration; and the other Proprietary Marks of the System. Franchisee agrees not to represent in any manner that Rite Aid it has only any ownership in the license granted Proprietary Marks or the right to it use the Proprietary Marks except as provided in this Agreement. (2) Rite Aid's . Franchisee further agrees that its use of the Proprietary Marks pursuant to this Agreement does shall not give Rite Aid create in its favor any ownership interest right, title, or other interest in or to the Proprietary Marks, and that all of such marks use shall inure to the benefit of Franchisor. 5.04. Franchisee acknowledges that the use of the Proprietary Marks outside the scope of this license, without Franchisor's prior written consent, is an infringement of Franchisor's exclusive right to use the Proprietary Marks, and during the term of this Agreement and after the expiration or termination hereof, Franchisee covenants not to, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or ownership of Franchisor's Proprietary Marks, or take any other action in derogation thereof. 5.05. Franchisee shall promptly notify Franchisor of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's right to use, the Proprietary Marks licensed hereunder. Franchisee acknowledges that Franchisor has the right to control any administrative proceeding or litigation involving the Proprietary Marks. In the event Franchisor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, Franchisee agrees to execute any and all goodwill arising from Rite Aiddocuments and to do such acts and things as may, in the opinion of counsel for Franchisor, be necessary to carry out such defense or prosecution. Except to the extent that such litigation is the result of Franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, Franchisor agrees to reimburse Franchisee for its operation out of pocket costs in doing such acts and things, except that Franchisee shall bear the salary costs of its employees. 5.06. Franchisee understands and agrees that its license with respect to the Proprietary Marks is non-exclusive to the extent that Franchisor has and retains the right under this Agreement: A. To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing franchisees; B. To develop and establish other franchise systems for the same, similar, or different products or services utilizing proprietary marks not now or hereafter designated as part of the Business System licensed by this Agreement, and to grant licenses thereto, without providing Franchisee any right therein; and C. To develop and establish other systems for the sale, at wholesale or retail, of similar or different products utilizing the same or similar Proprietary Marks, without providing Franchisee any right therein. 5.07. Franchisee acknowledges and expressly agrees that any and all goodwill associated with the System and identified by the Proprietary Marks used in connection therewith shall inure solely directly and exclusively to GNC's the benefit andof Franchisor and is the property of Franchisor, and that upon the expiration or termination of this Agreement and the license herein grantedor any other agreement, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aidany of Franchisee's activities in the operation of the Franchised Unit granted herein, or Franchisee's use of the System or the Proprietary Marks. (3) Except 5.08. Franchisee understands and acknowledges that each and every detail of the SBC SYSTEM is important to Franchisee, Franchisor, and other franchisees in order to develop and maintain high and uniform standards of quality and services, and hence to protect the reputation and goodwill of SBC RETAIL UNITS. Accordingly, Franchisee covenants: A. To operate and advertise the Franchised Unit, at Franchisee's own expense, under the name "SEATTLE'S BEST COFFEE," without prefix or suffix; B. To adopt and use the Proprietary Marks licensed hereunder solely in the manner prescribed by Franchisor; C. To observe such reasonable requirements with respect to trademark registration notices as Franchisor may be specifically provided elsewhere from time to time direct in this Agreement, the right Confidential Operating Standards Manual or otherwise in writing. 5.09. In order to preserve the validity and license integrity of the Proprietary Marks granted hereunder licensed herein and to Rite Aid assure that Franchisee is non-exclusive properly employing the same in the operation of the Franchised Unit, Franchisor or its agents shall at all reasonable times have the right to inspect Franchisee's operations, premises, and GNC thus has Franchised Unit and retains make periodic evaluations of the following rights, among others:services provided and the products sold and used therein. Franchisee shall cooperate with Franchisor's representatives in such inspections and render such assistance to the representatives as may reasonably be requested. (a) To grant other licenses for the Proprietary Marks; and (b) To use 5.10. Franchisee shall not hold out or otherwise employ the Proprietary Marks to perform any activity, or to incur any obligation or indebtedness in connection with selling products and services at locations outside of the Protected Territory to the extent permitted such a manner as might, in this Agreementany way, make Franchisor liable therefor, without Franchisor's prior written consent.

Proprietary Marks. A. GNC represents Franchisee acknowledges that Franchisor is the owner of all right, title and interest together with all the goodwill of the Marks. Franchisee's right to use the Marks is derived solely from this Agreement and is limited to the conduct of business by Franchisee pursuant to and in compliance with this Agreement and all applicable standards, specifications, and operating procedures prescribed by Franchisor from time to time during the term of the franchise. Any unauthorized use of the Marks by Franchisee is a breach of this Agreement and an infringement of the rights of Franchisor in and to the Marks. Franchisee acknowledges that all usage of the Marks by Franchisee and any goodwill established by Franchisee's use of the Marks shall inure to the exclusive benefit of Franchisor and that this Agreement does not confer any goodwill or other interests in the Marks upon Franchisee. Franchisee shall not, at any time during the term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of any of the Marks. All provisions of this Agreement applicable to the Marks apply to any additional trademarks, service marks, and commercial symbols authorized for use by and franchised to Franchisee by Franchisor after the date of this Agreement. B. Franchisee shall not use any ▇▇▇▇ or portion of any of the Marks as part of any corporate or trade name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form. Franchisee shall not use any Marks in connection with the sale of any unauthorized product or service or in any other manner not expressly authorized in writing by Franchisor. Franchisee shall give such notices of trademark and service ▇▇▇▇ registrations as Franchisor specifies and obtain such fictitious or assumed name registrations as may be required under applicable law. C. Any licenses or rights to use the Marks granted herein are specifically limited to use of the Marks in connection with the operation of a retail location only. All licenses, rights and interests in and to the Marks and their elements and parts not specifically granted to Franchisee hereunder shall be, and are specifically and entirely, reserved to Franchisor and may be fully exploited without regard to the extent to which such rights may be competitive with this Agreement or the rights granted hereunder. Such reserved rights include, but are not limited to, all rights of Franchisor to use the Marks in connection with InterNet and other types of computer marketing and information services. D. Franchisee shall promptly notify Franchisor of any claim, demand, or cause of action based upon or arising from any attempt by any other person, firm or corporation to use the Marks or any colorable imitation thereof. Franchisee shall also notify Franchisor of any action, claim or demand against Franchisee relating to the Marks within 10 days after Franchisee receives notice of said action, claim or demand. Upon receipt of timely notice of an action, claim or demand against Franchisee relating to the Marks, Franchisor shall have the sole right to defend any such action. Franchisor shall have the exclusive right to contest or bring action against any third party regarding the third party's use of any of the Marks and shall exercise such right in its sole discretion. In any defense or prosecution of any litigation relating to the Marks or components of the System undertaken by Franchisor, Franchisee shall cooperate with Franchisor and execute any and all documents and take all actions as may be desirable or necessary in the opinion of Franchisor's counsel, to carry out such defense or prosecution. Both parties will make every effort consistent with the foregoing to protect, maintain, and promote the Marks as identifying the System and only the System. FRANCHISOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE USE, EXCLUSIVE OWNERSHIP, VALIDITY OR ENFORCEABILITY OF THE MARKS. E. If it becomes advisable at any time in Franchisor's sole discretion, for Franchisor and/or Franchisee to modify or discontinue use of any of the Marks, and/or use one or more additional or substitute trade names, trademarks, service marks, or other commercial symbols, Franchisee shall comply with Franchisor's directions within a reasonable time after notice to Franchisee by Franchisor, and Franchisor shall have no liability or obligation whatsoever with respect to Franchisee's modification or discontinuance of any ▇▇▇▇. F. In order to preserve the Proprietary validity and integrity of the Marks that GNC has the right to use and copyrighted materials franchised herein and to license others to use assure that Franchisee is properly employing the Proprietary Marks and that the use thereof by Rite Aid same in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the its Franchised Retail Business, Rite Aid Franchisor or its agents shall use have the Proprietary Marks only in right of entry and inspection of Franchisee's premises at all reasonable times and, additionally, shall have the right to observe the manner authorized in which Franchisee is rendering its SUCCESSORIES services and permitted by this Agreement conducting its operations, to confer with Franchisee's employees and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aidcustomers, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to select and inspect the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of merchandise sold through the Protected Territory Franchised Retail Business for test and content and evaluation purposes to make certain that the extent permitted in this Agreementproducts and merchandise are satisfactory and meet the quality control provisions and performance standards established by Franchisor.

Proprietary Marks. A. GNC represents Franchisee acknowledges Franchisor’s exclusive ownership of, or right to sublicense, the Proprietary Marks and shall neither directly or indirectly, infringe, contest or otherwise impair Franchisor’s exclusive ownership of, and/or license, with respect to the Proprietary Marks that GNC has either during or after the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation termination or expiration of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid . Franchisee also expressly acknowledges and agrees that: (1a) In The Proprietary Marks will only be used by Franchisee in connection with the operation of the Business, Rite Aid shall use Franchised Restaurant under the Proprietary Marks System and only in the manner authorized and permitted prescribed by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third partiesFranchisor herein or by written notification. (2b) Rite Aid shall execute any documents deemed necessary by GNC Except for the non-exclusive license to use granted herein, Franchisee and Franchisee’s Principals acquire no right, title or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4goodwill associated with) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite AidSystem, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this AgreementAnimated Entertainment. (2c) Rite Aid's use of Upon the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein grantedAgreement, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's Franchisee’s use of the System System, the Proprietary Marks or the Animated Entertainment and all goodwill associated with Franchisees’ use of the System, the Proprietary MarksMarks and the Animated Entertainment will inure to the benefit of Franchisor or Franchisor’s licensors, as the case may be. (3d) Except as may be specifically provided elsewhere in this Agreement, the right Franchisee and license Franchisee’s Principals shall promptly notify Franchisor of any use by any third party of the Proprietary Marks granted hereunder of which the Franchisee and Franchisee’s Principals know or have reason to Rite Aid know is unauthorized. (e) Franchisee and Franchisee’s Principals shall promptly notify Franchisor of any litigation action or claim instituted by any person or legal entity against Franchisor, Franchisee or Franchisee’s Principals involving the Proprietary Marks and, if necessary, shall execute any and all documents, and to render such assistance as may, in the opinion of Franchisor’s counsel, be reasonably requested to carry out such defense or prosecution. (f) Franchisee shall operate, advertise and promote the Franchised Restaurant under the Proprietary Marks designated by Franchisor, without prefix or suffix, and shall use no other name or ▇▇▇▇ and shall refrain from using any of the Proprietary Marks in conjunction with any word or symbol without Franchisor’s prior written consent. Franchisee shall not use the Proprietary Marks as part of its corporate or other legal name, and will obtain Franchisor’s approval of its corporate or other legal name before applying for or filing it with the applicable government authority. (g) This license to use the Proprietary Marks is non-exclusive exclusive, and GNC thus Franchisor has and retains the following rights, among others: right: (ai) To to grant other licenses franchises for the Proprietary Marks; and , in addition to those franchises already granted to existing franchisees, (bii) To to use the Proprietary Marks in connection with selling the sale of food and other products through the Internet or at wholesale and/or retail outlets in the Protected Territory, and (iii) to develop and establish other systems for the same or similar products and services at locations outside of utilizing the Protected Territory same Proprietary Marks, or any similar or other proprietary marks, and to grant licenses thereto without providing Franchisee any right therein. (h) Franchisee will use, promote and offer for sale under the extent permitted in this AgreementProprietary Marks only those products and services which meet Franchisor’s prescribed standards and specifications, as they may be revised by Franchisor from time to time. (i) Franchisee will execute all documents requested by Franchisor or its counsel that are necessary to obtain protection for the Proprietary Marks or to maintain their continued validity or enforceability and to take no action that would jeopardize the validity or enforceability thereof.

Proprietary Marks. A. GNC represents The term "Proprietary Marks" as used in this Agreement refers to all words, symbols, insignia, devices, designs, trade names, service marks or combinations thereof designated by HFS as identifying the System and the products sold and services provided in connection with respect the System. HFS shall, from time to time, advise Franchisee as to any additions or deletions to the Proprietary Marks that GNC has the and Franchisee's right to use and to license others to use the Proprietary Marks and that shall be deemed modified by those additions or deletions. Franchisee's right to use the Proprietary Marks is limited to its use thereof by Rite Aid of the Proprietary Marks in the operation of the Business Franchised Restaurant at the Franchised Location and as expressly provided in accordance with this Agreement will and the Manual. Franchisee shall not violate use the Proprietary Marks on any agreement to which GNC vehicles without HFS' prior written approval. Franchisee shall not use the Proprietary Marks or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use variations of the Proprietary Marks pursuant or marks or names confusingly similar to this Agreementthe Proprietary Marks in any manner not authorized by HFS or in any corporate, Rite Aid agrees that: (1) In limited liability company, partnership or other business entity name and shall not use any other trade names, service marks or trademarks in conjunction with the operation Franchised Restaurant. If local laws or ordinances require that Franchisee file an affidavit of doing business under an assumed name or otherwise make a filing indicating that the BusinessProprietary Marks are being used as a fictitious or assumed name, Rite Aid Franchisee shall include in such filing or application an indication that the filing is made "as a franchisee of Hardee's Food Systems, Inc." Franchisee shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary symbol ® with all registered marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC symbol ™ with all pending registrations or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid marks. Franchisee shall not use the Proprietary Marks in its corporate any Internet domain name or e-mail address, in the operation of any fictitious Internet web site or on a social networking site or other future technological avenue without HFS' prior written consent. HFS may grant or withhold its consent in its sole discretion and may condition its consent on such requirements as HFS deems appropriate, including, among other things, that Franchisee obtain HFS' written approval of: (A) any and all Internet domain names and home page addresses related to the Franchised Restaurant; (B) the proposed form and content of any web site related to the Franchised Restaurant; (C) Franchisee's use of any hyperlinks or other links; (D) Franchisee's use of any materials (including text, video clips, photographs, images and sound bites) in which any third party has an ownership interest; and (E) any proposed modification of Franchisee's web site. HFS may designate the form and content of Franchisee's web site and/or require that any such web site be hosted by HFS or a third party who HFS designates, using one or more web sites that HFS owns and/or controls. HFS may charge Franchisee a fee for developing, reviewing and approving Franchisee's web site and/or for hosting the web site. If HFS should elect to use a principal name other than "Hardee's" to identify the System, HFS may select another name and notify Franchisee to change all or some items bearing the Proprietary Marks to the new name within a reasonable period of time as determined by HFS without any liability to Franchisee, and Franchisee promptly shall adopt that name. . Franchisee agrees that nothing in this Agreement gives it any right, title or interest in the Proprietary Marks (4) Rite Aid except the right to use the Proprietary Marks in accordance with the terms of this Agreement), that the Proprietary Marks are the sole property of HFS and its affiliates, that Franchisee shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving Marks or HFS' right to license the Proprietary Marks is instituted or threatened against Rite AidMarks, Rite Aid shall promptly notify GNC and that any and all uses by Franchisee of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with arising therefrom shall inure exclusively to the benefit of HFS and its affiliates. Franchisee will not seek to register, reregister, assert claim to ownership of, license or allow others to use, or otherwise appropriate to itself any of the Proprietary Marks or any ▇▇▇▇ or name confusingly similar thereto, or the goodwill symbolized by them any of the foregoing except to the extent this action inures to the benefit of, and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's prior written approval of, HFS. Any unauthorized use of the Proprietary Marks pursuant by Franchisee or attempt by Franchisee, directly or indirectly, to register the Proprietary Marks in any jurisdiction shall constitute a breach of this Agreement does not give Rite Aid and an infringement of HFS' rights in and to the Proprietary Marks. Franchisee promptly shall inform HFS in writing as to any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use infringement of the Proprietary Marks of which it has knowledge. Franchisee shall not make any demand or serve any notice, orally or in its operation of the Business shall inure solely and exclusively to GNC's benefit andwriting, upon expiration or termination of this Agreement and the license herein grantedinstitute any legal action or negotiate, no monetary amount shall be assigned as attributable compromise or settle any controversy with respect to any goodwill associated with Rite Aid's use such infringement without first obtaining HFS' written approval. HFS shall have the right, but not the obligation, to bring such action or take such steps as it may deem advisable to prevent any such infringement and to join Franchisee as a party to any action in which HFS is or may be a party and as to which Franchisee is or would be a necessary or proper party. Franchisee also shall promptly notify HFS of any litigation (including administrative or arbitration proceedings) of which Franchisee is aware instituted against HFS, its affiliates or Franchisee relating to the System Proprietary Marks. Franchisee shall execute any and all instruments and documents, render such other assistance and do any acts and things as may, in the opinion of HFS' counsel, be necessary or advisable to protect and maintain HFS' interests in the Proprietary Marks, including, without limitation, HFS' interests in litigation or proceedings before the U.S. Patent and Trademark Office or other tribunal relating to the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement.

Proprietary Marks. A. GNC represents with respect 5.01. It is understood and agreed that the franchise granted herein to the use Franchisor's Proprietary Marks that GNC has the right applies only to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in connection with the operation of the Business Franchised Unit franchised in accordance with this Agreement will at the location designated in Section I hereof, and includes only such Proprietary Marks as are now designated or which may hereafter be designated, in the Confidential Operating Standards Manual or otherwise in writing as a part of the SBC System (which might or might not violate be all of the Proprietary Marks pertaining to the System owned by the Franchisor), and does not include any agreement to other mark, name, or indicia of origin of Franchisor now existing or which GNC may hereafter be adopted or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third partyacquired by Franchisor. B. 5.02. With respect to Rite AidFranchisee's use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee acknowledges and agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid A. Franchisee shall not use the Proprietary Marks in its as part of Franchisee's corporate name or any fictitious other business name.; (4) Rite Aid B. Franchisee shall not directly hold out or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving otherwise use the Proprietary Marks is instituted to perform any activity or threatened against Rite Aidincur any obligation or indebtedness in such manner as might, Rite Aid shall promptly notify GNC of such litigation.in any way, make Franchisor liable therefor, without Franchisor's prior written consent; C. Rite Aid expressly understands Franchisee shall execute any documents and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and provide such other assistance deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain the continued validity of such Proprietary Marks; and D. Franchisor reserves the right to substitute different Proprietary Marks for use in identifying the System and the goodwill associated with franchised businesses operating thereunder, and symbolized by them Franchisee agrees to immediately substitute Proprietary Marks upon receipt of written notice from Franchisor. 5.03. Franchisee expressly acknowledges Franchisor's exclusive right to use the marks "SEATTLE'S BEST COFFEE" and "SBC" for restaurant services, coffee products, and other related food and beverage products; the building configuration; and the other Proprietary Marks of the System. ▇▇▇▇▇▇▇▇▇▇ agrees not to represent in any manner that Rite Aid it has only any ownership in the license granted Proprietary Marks or the right to it use the Proprietary Marks except as provided in this Agreement. (2) Rite Aid's . Franchisee further agrees that its use of the Proprietary Marks pursuant to this Agreement does shall not give Rite Aid create in its favor any ownership interest right, title, or other interest in or to the Proprietary Marks, and that all of such marks use shall inure to the benefit of Franchisor. 5.04. Franchisee acknowledges that the use of the Proprietary Marks outside the scope of this license, without Franchisor's prior written consent, is an infringement of Franchisor's exclusive right to use the Proprietary Marks, and during the term of this Agreement and after the expiration or termination hereof, Franchisee covenants not to, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or ownership of Franchisor's Proprietary Marks, or take any other action in derogation thereof. 5.05. Franchisee shall promptly notify Franchisor of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's right to use, the Proprietary Marks licensed hereunder. Franchisee acknowledges that Franchisor has the right to control any administrative proceeding or litigation involving the Proprietary Marks. In the event Franchisor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, ▇▇▇▇▇▇▇▇▇▇ agrees to execute any and all goodwill arising from Rite Aiddocuments and to do such acts and things as may, in the opinion of counsel for Franchisor, be necessary to carry out such defense or prosecution. Except to the extent that such litigation is the result of Franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, Franchisor agrees to reimburse Franchisee for its operation out of pocket costs in doing such acts and things, except that Franchisee shall bear the salary costs of its employees. 5.06. Franchisee understands and agrees that its license with respect to the Proprietary Marks is non-exclusive to the extent that Franchisor has and retains the right under this Agreement: A. To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing franchisees; B. To develop and establish other franchise systems for the same, similar, or different products or services utilizing proprietary marks not now or hereafter designated as part of the Business System licensed by this Agreement, and to grant licenses thereto, without providing Franchisee any right therein; and C. To develop and establish other systems for the sale, at wholesale or retail, of similar or different products utilizing the same or similar Proprietary Marks, without providing Franchisee any right therein. 5.07. Franchisee acknowledges and expressly agrees that any and all goodwill associated with the System and identified by the Proprietary Marks used in connection therewith shall inure solely directly and exclusively to GNC's the benefit andof Franchisor and is the property of Franchisor, and that upon the expiration or termination of this Agreement and the license herein grantedor any other agreement, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aidany of Franchisee's activities in the operation of the Franchised Unit granted herein, or Franchisee's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right 5.08. Franchisee understands and license acknowledges that each and every detail of the Proprietary Marks granted hereunder SBC System is important to Rite Aid is non-exclusive Franchisee, Franchisor, and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks franchisees in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement.order to

Proprietary Marks. A. GNC represents with respect to a. Dealer acknowledges that the Proprietary Marks that GNC Company has the right to use and to license others by this Agreement licensed Dealer to use the Proprietary Marks Marks, and that the use thereof by Rite Aid in Company is the operation exclusive owner of the Business in accordance Proprietary Marks and entitled to all goodwill associated with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite AidDealer's use of the Proprietary Marks. Dealer agrees not to contest the validity of the Proprietary Marks during or after the term of this Agreement. Apart from the right of Dealer to use the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In Dealer shall acquire no right, title or interest of any kind or nature whatsoever in or to the operation of Proprietary Marks or the Business, Rite Aid associated goodwill. Dealer shall use the Proprietary Marks only in connection with the manner System. Dealer agrees to use the Proprietary Marks solely in compliance with this Agreement and the rules established from time to time by the Company, such compliance being essential to maintain the value of the Proprietary Marks. Dealer agrees not to manufacture, market or sell products or perform services under the Proprietary Marks which are not floor covering products or services otherwise approved by Company or use the Proprietary Marks in any way not explicitly authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to timeor otherwise in writing by Company. Any unauthorized use t▇▇▇▇Dealer acknowledges the substantial goodwill value of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall and Dealer will not use the Proprietary Marks in any manner to impair the goodwill of the Proprietary Marks nor take any action which will harm or jeopardize the Proprietary Marks, or Company's ownership thereof, in any way. b. Dealer shall display the Proprietary Marks only in such form and manner as is specifically approved by the Company and, upon request by Company, affix any legends, markings and notices of trademark registration or franchisor-franchisee relationships specified by the Company or any other notice of Company's ownership. Dealer hereby agrees not to use any Proprietary ▇▇▇▇ as any part of its corporate or legal business name except any fictitious name registration permitted hereunder. Company shall have the right to approve all stationery, promotional items, displays and other materials using the Proprietary Marks prepared by Dealer. Dealer agrees to follow Company's instructions regarding proper usage of the Proprietary Marks in all respects. c. Dealer shall immediately notify Company in writing of any apparent infringement of, or challenge to, the Company's, or Dealer's use of any of the Proprietary Marks, or claim by any entity of any rights in any Proprietary ▇▇▇▇ or similar trade name or trademark of which the Dealer becomes aware. At its own expense, Company shall defend Dealer against such challenge, and shall take action against uses by others that, in the opinion of counsel to the Company, constitute infringement of the Proprietary Marks. Dealer agrees to execute any fictitious nameand all documents and give any assistance and do any acts that counsel to Company deems are necessary or advisable in order to protect the interests of the Company, provided, that the Company shall reimburse the Dealer for the reasonable out-of-pocket expenses incurred by it in furnishing such assistance. With respect to any litigation or proceeding undertaken by the Company pursuant to this Section 4, the Company will not be bound to defend the Dealer unless the Dealer's use of the Proprietary Marks has been pursuant to and in compliance with this Agreement or instructions provided to it by the Company. Decisions regarding action involving the protection and defense of the Proprietary Marks, and the settlement of any litigation involving same, shall be solely in the discretion of Company and Dealer shall take no action in this regard without the express written permission of Company. (4) Rite Aid d. Company shall have the right at any time, upon notice, to make additions to, deletions from, and changes in the Proprietary Marks at its complete discretion, and Dealer shall adopt and use any and all such additions, deletions and changes pursuant to Company's instructions. Dealer shall use the Proprietary Marks that are appropriate for the nature of the Dealer's business as determined by the Company. Company shall not directly be liable to Dealer for any alleged injury to goodwill, loss of future sales or indirectly contest consequential or special damages in the validity or other ownership event the Dealer is required to discontinue use of the Proprietary Marks. (5) In e. Dealer agrees to join with the event that litigation involving Company in any application to enter Dealer as a registered or permitted user or the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use like of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest with an appropriate governmental agency or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or entity. Upon termination of this Agreement for any reason whatsoever, Company may immediately apply to cancel Dealer's status as a registered or permitted user and Dealer shall consent in writing for the license herein granted, no monetary amount cancellation and shall join in any cancellation petition. The expense of any of the foregoing recording activities shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marksborne by Company. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement.

Proprietary Marks. A. GNC represents with respect to the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's Franchisee’s licensed use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee agrees that: (1) In the operation of the Business, Rite Aid Franchisee shall use only the Proprietary Marks authorized by Franchisor and/or Hertz in the Manual or otherwise in writing, and shall use them only in the manner authorized and permitted by Franchisor and/or Hertz. (2) Franchisee shall use the Proprietary Marks only for the operation or conduct of the Franchised Business, only within the Area of Responsibility, and only at the Franchised Premises. (3) During the term of this Agreement Agreement, Franchisee shall identify itself as the owner of the Franchised Business in conjunction with any use of the Proprietary Marks, including, but not limited to, advertisements, Websites, Social Media, invoices, order forms, receipts and contracts, as well as at such conspicuous locations on the Franchised Premises as Franchisor may designate in writing. The identification shall be in the form which specifies Franchisee’s name, followed by the term “Franchisee” or such other uniform identification as shall be approved by Franchisor and/or Hertz. (4) Franchisee’s right to use the Proprietary Mark Standards Marks is limited to such uses as required from time to time. Any are authorized under this Agreement, and any unauthorized use t▇▇▇▇of thereof shall constitute an infringement of GNC's Franchisor’s and Hertz’ respective rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (25) Rite Aid Franchisee shall not use the Proprietary Marks as part of its corporate or other legal name, nor shall Franchisee purchase, sell, license or register equipment or the Product Line under a name that includes the Proprietary Marks in any manner whatsoever. (6) Franchisee shall comply with Franchisor’s and Hertz’ instructions in filing and maintaining the requisite trade name or fictitious name registrations, and shall execute any documents deemed necessary by GNC Franchisor, Hertz or its their counsel to disclaim any obtain protection for the Proprietary Marks or to maintain their continued validity and enforceability. (7) Franchisor and/or Hertz may take such action as they deem appropriate to preserve their rights to and interest in the Proprietary Marks as they are from time to time in use, and their right to license the Proprietary Marks to others, and may take such action as they deem appropriate to protect and defend their right to and interest in the Proprietary Marks against infringement, confusion, tarnishment, dilution or other than diminution or loss. Franchisor and Hertz shall have full discretion to elect the license granted specific measures, if any, to it in be taken pursuant to their rights under this AgreementParagraph VI.A.(7) and shall be obligated to take only such action as Franchisor and Hertz reasonably may determine to be necessary and appropriate. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) 8) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite AidFranchisee, Rite Aid Franchisee shall promptly notify GNC of Franchisor and shall cooperate fully with Franchisor and Hertz in defending or settling such litigation. C. Rite Aid (9) Franchisee shall, upon request by Franchisor and/or Hertz, execute a specific trademark license agreement, registered user agreement or any other document necessary to meet the requirements of the laws of any country, province, district, or other political subdivision in which Franchisee operates, for purposes of recordal or otherwise, and to pay the actual costs thereof. Upon the termination or expiration of this Agreement, Franchisee agrees to do everything necessary to ensure that Franchisee ceases to be a registered user of the Proprietary Marks, and Franchisee hereby appoints Franchisor and Hertz as Franchisee’s attorney to execute any documents and to do such things as may be necessary for this purpose and agrees to pay the actual costs associated with the cancellation of the registered user agreement. B. Franchisee expressly understands and acknowledges that: (1) As between Hertz is the parties heretoowner of all right, GNC has the exclusive right title and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreementthem. (2) Rite Aid's The Proprietary Marks are valid and serve to identify the System and those who are licensed under the System. (3) Franchisee shall not directly or indirectly contest the validity or the ownership of the Proprietary Marks. (4) Franchisee’s use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid Franchisee any ownership interest or other interest in or to such marks the Proprietary Marks, except the license granted herein. (5) Any and all goodwill arising from Rite Aid's Franchisee’s use of the Proprietary Marks in its operation of the Franchised Business shall inure solely and exclusively to GNC's benefit andHertz’ benefit, and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any such goodwill associated with Rite Aid's Franchisee’s use of the System or the Proprietary Marks. (36) Except as may be specifically provided elsewhere in this Agreement, the The right and license of to use the Proprietary Marks granted hereunder to Rite Aid Franchisee is non-exclusive exclusive. C. Franchisee agrees to operate in the name of HERTZ EQUIPMENT RENTAL (and GNC thus has and retains the following rights, among others: (a) To grant such other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection as Franchisor and Hertz prescribe) together with selling products logos, emblems and services at locations outside color schemes prescribed by Franchisor and Hertz and other characteristics of the Protected Territory System in substantially the same combination, arrangement and manner as displayed and used in other businesses under the System in and around the United States and elsewhere, and to emphasize the extent permitted same in this Agreementthe operation of the Franchised Business and in all advertising matter (subject to Franchisor’s approval under the terms of Paragraph X.A. hereof), so that Franchisee’s business will be readily recognized by the public as a part of the System.

Proprietary Marks. A. GNC represents with respect to During the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation Term of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rightsnames “Barceló”, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks “Barceló Tucancun” or any similar Barceló name whether used alone or in connection with selling products one or more other word(s), and services all proprietary marks (being all present and future trademarks, trade names, symbols, logos, insignia, service marks, and the like) of Management Company or any one of its Affiliates, whether or not registered (“Proprietary Marks”) shall in all events remain the exclusive property of Management Company and its Affiliates, having exclusive right to request any registration or protection that it may require. Owner shall have no right to use any Proprietary ▇▇▇▇ of Management Company or any one of its Affiliates, in any way except for, during the Term of this Agreement, to have signage installed using any Proprietary ▇▇▇▇ of Management Company or any one of its Affiliates provided that it is in conformance with the specifications provided by Management Company. Upon Termination, any use of a Proprietary ▇▇▇▇ by Owner under this Agreement shall immediately cease. Upon Termination, Management Company shall have the option to purchase, at locations outside their then book value, any items of the Protected Territory to Hotel’s Inventories and Fixed Asset Supplies as may be marked with a Proprietary ▇▇▇▇ of Management Company or any one of its Affiliates. In the extent permitted event Management Company does not exercise such option, Owner agrees that it will use any such items not so purchased exclusively in connection with Hotel until they are consumed. During the Term of this Agreement, the name “Highland” whether used alone or in connection with one or more other words, and all Proprietary Marks of Owner shall in all events remain the exclusive property of Owner and its Affiliates. Management Company shall have no right to use any proprietary ▇▇▇▇ of Owner or its Affiliates in any way, except for, during the Term of this Agreement, to have signage installed using any proprietary ▇▇▇▇ of Owner or its Affiliates provided that it is in conformance with the specifications provided by Owner. Upon Termination, any use of a proprietary ▇▇▇▇ of Owner or its Affiliates by Management Company under this Agreement shall immediately cease. Both parties agree not to use the other party’s Proprietary Marks as part of domain names or use them in a way that results in alterations or modifications to such Proprietary Marks.

Proprietary Marks. A. GNC represents with respect 1. The Franchisee acknowledges that the Brand name “Shawarma Point” is a valid trademark owned by the Franchisor, and that only the Franchisor or its designated Franchisees have the right to use such trademark and such other trademarks, service marks and trade names as may exist or be acquired by the Franchisor. The Franchisee further acknowledges that valuable goodwill & reputation is attached to such trademarks, service marks and trade names, and that the Franchisee will use the same only in the manner and to the Proprietary Marks extent specifically licensed under this Agreement. The Franchisee shall not use any other ▇▇▇▇/s unless approved by the Franchisor in writing. 2. The Franchisee understands and agrees that GNC his license under the said proprietary marks is non-exclusive and that the Franchisor, in its sole discretion, has the right to use operate businesses under said marks and to license others to use grant other licenses in, and under such proprietary marks on any terms and conditions the Proprietary Marks and Franchisor deems fit; Provided, however, that the use thereof Franchisee agrees to abide by Rite Aid in its obligations herein set forth under the operation terms of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use . The Franchisee expressly covenants that during the Proprietary Marks in its corporate name term of this Agreement and after the expiration or any fictitious name. (4) Rite Aid termination thereof, the Franchisee shall not directly or indirectly contest or aid in contesting the validity or other ownership of proprietary marks and copyrights of the Proprietary MarksFranchisor. (5) 4. The Franchisee agrees to promptly notify the Franchisor of any claim, demand, or suit based upon or arising from, or of any attempt by any other person, firm, or corporation, to use the service and/or trademarks licensed hereunder, or any trademark, service ▇▇▇▇, symbol, trade name, copyright, or colorable variation thereof, in which the Franchisor has a proprietary interest. The Franchisee agrees also to promptly notify the Franchisor of any litigation instituted by the Franchisee or by any person, firm, corporation or governmental agency against the Franchisee. In the event that litigation involving the Proprietary Marks is instituted Franchisor pursuant to the terms of the Agreement, undertakes the defense or threatened against Rite Aidprosecution of any litigation, Rite Aid the Franchisee agrees to execute any and all documents and do such acts and things as may, in the opinion of counsel for the Franchisor, be necessary to carry out such defense or prosecution, either in the name of the Franchisor or in the name of the Franchisee, as the Franchisor shall promptly notify GNC of such litigationelect. C. Rite Aid expressly 5. The Franchisee shall not use the Franchise Business, its repute and the goodwill attached to it as part of its corporate or other business ventures. The Franchisee shall not license, register or purchase vehicles, fixtures, products, equipment, or performs any other activity or incur any obligation or indebtedness except in his individual, corporate or other business name. 6. The Franchisee understands and acknowledges thatthat each and every detail of the Franchise Business is important to the Franchisor, to the Franchisee, and to other licensed Franchisees in order to develop and maintain uniformity of services, and therefore, to enhance the reputation, trade, demand and goodwill of the Franchise Business, the Franchisee accordingly covenants: a. To operate, advertise and promote his franchise under the name “Shawarma Point” without prefix or suffix; and b. To adopt and use the proprietary marks licensed hereunder solely in the manner prescribed by Franchisor and no other; in case it is found out that Franchisee has misused or tried to use the Brand name which is not in accordance with the guidelines laid under this Agreement, the Franchisor will impose a penalty of Rs. 20, 00, 000/- (1Rupees Twenty Lac Only) As between only in addition to other remedies available to it under the parties heretoLaw. c. To carry out his business under said Proprietary marks in accordance with operational standards established by the Franchisor and as set forth in the Operational Manual and/or other documents, GNC has the exclusive right and interest in and if such Operational Manual or other documents are provided to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this AgreementFranchisee. (2) Rite Aid's use 7. In order to preserve the validity and integrity of the Proprietary Marks pursuant licensed herein, and to this Agreement does not give Rite Aid any ownership interest or other interest assure that the Franchisee is properly employing the same in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of its franchise, the Business Franchisor or its agents shall inure solely at all reasonable times have the right to entry and exclusively to GNCinspect the Franchisee's benefit premises, and, upon expiration or termination of this Agreement and the license herein grantedadditionally, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, have the right and license of to observe the Proprietary Marks granted hereunder to Rite Aid manner in which the Franchisee is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreementrendering its services.

Proprietary Marks. A. GNC represents with respect to the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business in accordance with this Retail Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Retail Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Retail Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Retail Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Retail Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Retail Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Retail Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Retail Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Retail Agreement.

Proprietary Marks. A. GNC represents with respect 5.01. It is understood and agreed that the franchise granted herein to the use Franchisor's Proprietary Marks that GNC has the right applies only to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in connection with the operation of the Business Franchised Unit franchised in accordance with this Agreement will at the <PAGE> location designated in Section I hereof, and includes only such Proprietary Marks as are now designated or which may hereafter be designated, in the Confidential Operating Standards Manual or otherwise in writing as a part of the SBC System (which might or might not violate be all of the Proprietary Marks pertaining to the System owned by the Franchisor), and does not include any agreement to other ▇▇▇▇, name, or indicia of origin of Franchisor now existing or which GNC may hereafter be adopted or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third partyacquired by Franchisor. B. 5.02. With respect to Rite AidFranchisee's use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee acknowledges and agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid A. Franchisee shall not use the Proprietary Marks in its as part of Franchisee's corporate name or any fictitious other business name.; (4) Rite Aid B. Franchisee shall not directly hold out or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving otherwise use the Proprietary Marks is instituted to perform any activity or threatened against Rite Aidincur any obligation or indebtedness in such manner as might, Rite Aid shall promptly notify GNC of such litigation.in any way, make Franchisor liable therefor, without Franchisor's prior written consent; C. Rite Aid expressly understands Franchisee shall execute any documents and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and provide such other assistance deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain the continued validity of such Proprietary Marks; and D. Franchisor reserves the right to substitute different Proprietary Marks for use in identifying the System and the goodwill associated with franchised businesses operating thereunder, and symbolized by them Franchisee agrees to immediately substitute Proprietary Marks upon receipt of written notice from Franchisor. 5.03. Franchisee expressly acknowledges Franchisor's exclusive right to use the marks "SEATTLE'S BEST COFFEE" and "SBC" for restaurant services, coffee products, and other related food and beverage products; the building configuration; and the other Proprietary Marks of the System. Franchisee agrees not to represent in any manner that Rite Aid it has only any ownership in the license granted Proprietary Marks or the right to it use the Proprietary Marks except as provided in this Agreement. (2) Rite Aid's . Franchisee further agrees that its use of the Proprietary Marks pursuant to this Agreement does shall not give Rite Aid create in its favor any ownership interest right, title, or other interest in or to the Proprietary Marks, and that all of such marks use shall inure to the benefit of Franchisor. 5.04. Franchisee acknowledges that the use of the Proprietary Marks outside the scope of this license, without Franchisor's prior written consent, is an infringement of Franchisor's exclusive right to use the Proprietary Marks, and during the term of this Agreement and after the expiration or termination hereof, Franchisee covenants not to, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or ownership of Franchisor's Proprietary Marks, or take any other action in derogation thereof. 5.05. Franchisee shall promptly notify Franchisor of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's right to use, the Proprietary Marks licensed hereunder. Franchisee acknowledges that Franchisor has the right to control any administrative proceeding or litigation involving the Proprietary Marks. In the event Franchisor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, Franchisee agrees to execute any and all goodwill arising from Rite Aiddocuments and to do such acts and things as may, in the opinion of counsel for Franchisor, be necessary to carry out such defense or prosecution. Except to the extent that such litigation is the result of Franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, Franchisor agrees to reimburse Franchisee for its operation out of pocket costs in doing such acts and things, except that Franchisee shall bear the salary costs of its employees. 5.06. Franchisee understands and agrees that its license with respect to the Proprietary Marks is non-exclusive to the extent that Franchisor has and retains the right under this Agreement: A. To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing franchisees; B. To develop and establish other franchise systems for the same, similar, or different products or services utilizing proprietary marks not now or hereafter designated as part of the Business System licensed by this Agreement, and to grant licenses thereto, without providing Franchisee any right therein; and C. To develop and establish other systems for the sale, at wholesale or retail, of similar or different products utilizing the same or similar Proprietary Marks, without providing Franchisee any right therein. 5.07. Franchisee acknowledges and expressly agrees that any and all goodwill associated with the System and identified by the Proprietary Marks used in connection therewith shall inure solely directly and exclusively to GNC's the benefit andof Franchisor and is the property of Franchisor, and that upon the expiration or termination of this Agreement and the license herein grantedor any other agreement, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aidany of Franchisee's activities in the operation of the Franchised Unit granted herein, or Franchisee's use of the System or the Proprietary Marks. (3) Except 5.08. Franchisee understands and acknowledges that each and every detail of the SBC SYSTEM is important to Franchisee, Franchisor, and other franchisees in order to develop and maintain high and uniform standards of quality and services, and hence to protect the reputation and goodwill of SBC RETAIL UNITS. Accordingly, Franchisee covenants: A. To operate and advertise the Franchised Unit, at Franchisee's own expense, under the name "SEATTLE'S BEST COFFEE," without prefix or suffix; B. To adopt and use the Proprietary Marks licensed hereunder solely in the manner prescribed by Franchisor; C. To observe such reasonable requirements with respect to trademark registration notices as Franchisor may be specifically provided elsewhere from time to time direct in this Agreement, the right Confidential Operating Standards Manual or otherwise in writing. 5.09. In order to preserve the validity and license integrity of the Proprietary Marks granted hereunder licensed herein and to Rite Aid assure that Franchisee is non-exclusive properly employing the same in the operation of the Franchised Unit, Franchisor or its agents shall at all reasonable times have the right to inspect Franchisee's operations, premises, and GNC thus has Franchised Unit and retains make periodic evaluations of the following rights, among others:services provided and the products sold and used therein. Franchisee shall cooperate with Franchisor's representatives in such inspections and render such assistance to the representatives as may reasonably be requested. (a) To grant other licenses for the Proprietary Marks; and (b) To use 5.10. Franchisee shall not hold out or otherwise employ the Proprietary Marks to perform any activity, or to incur any obligation or indebtedness in connection with selling products and services at locations outside of the Protected Territory to the extent permitted such a manner as might, in this Agreementany way, make Franchisor liable therefor, without Franchisor's prior written consent.

Proprietary Marks. A. GNC represents with respect 10.1 The Master Licensor warrants that it is entitled to license the Proprietary Marks that GNC has to the right Master Licensee and subject to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid necessary or appropriate registration in the operation of Territory the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In by the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall Master Licensee will not constitute an infringement of GNC's rights. GNC acknowledges that in rights of any third party and will fully and effectively indemnify the operation Master Licensee for and promotion against all proceedings, loss, damage, costs, claims, and expenses arising out of its Stores and business generally Rite Aid will use its proprietary marks and those of the third partiessuch infringement. (2) Rite Aid 10.2 The Master Licensee shall execute render to the Master Licensor all reasonable assistance to enable the Master Licensor to obtain registration of any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid . The Master Licensee shall promptly notify GNC not apply for registration as proprietor of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in any part of the world. If at the time the Master Licensor desires to apply for registration and has so applied, the Master Licensee is deemed in law also to be a proprietor of any Proprietary Mark ▇▇ if for any other reason the Master Licensor shall so request, the Master Licensee shall at the expense of the Master Licensor make in its own name or jointly with the Master Licensor and proceed with such application as the Master Licensor may direct and do all such acts and things and execute all such documents necessary for obtaining such registration and thereupon the Master Licensee shall assign such registration and all other rights in such Proprietary Mark ▇▇ the Master Licensor. 10.3 The Master Licensee acknowledges that the goodwill and all other rights in and associated with the Proprietary Marks in the Territory and elsewhere vest absolutely in the Master Licensor and that it is the intention of the parties that all such rights will at all times vested in the Master Licensor and in the event that any such rights at any time accrue to the Master Licensee by operation of law or howsoever otherwise the Business Master Licensee will at its own expense forthwith on demand do all such acts and things and execute all such documents as the Master Licensor shall inure solely deem necessary to vest such rights absolutely in the Master Licensor. 10.4 The Master Licensee will notify the Master Licensor forthwith of any and exclusively all circumstances coming to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use attention of the System or the Proprietary Marks. (3) Except as Master Licensee, its directors, agents and employees which may be specifically provided elsewhere in this Agreement, the right and license constitute an infringement of any of the Proprietary Marks granted hereunder or any suspected passing off in connection therewith by any unauthorised person and shall take such reasonable action as the Master Licensor may direct at the expense of the Master Licensor with a view to Rite Aid is non-exclusive and GNC thus has and retains restraining or preventing such infringement or passing off. 10.5 The Master Licensee shall take such action in relation to the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use of any of the Proprietary Marks in connection with selling products the Business as the Master Licensor may from time to time direct in order to make clear that the Proprietary Marks are the subject of patent, copyright or trade mark protection and services at locations outside belong to the Master Licensor. 10.6 The Master Licensee undertakes not to use any of the Protected Territory to Proprietary Marks in any circumstance other than in the extent permitted in this Agreementcontext solely and exclusively for the purpose of the Business.

Proprietary Marks. A. GNC represents with respect 5.01. It is understood and agreed that the franchise granted herein to the use Franchisor's Proprietary Marks that GNC has the right applies only to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in connection with the operation of the Business Franchised Unit franchised in accordance with this Agreement will at the location designated in Section I hereof, and includes only such Proprietary Marks as are now designated or which may hereafter be designated, in the Confidential Operating Standards Manual or otherwise in writing as a part of the System (which might or might not violate be all of the Proprietary Marks pertaining to the System owned by the Franchisor), and does not include any agreement to other ▇▇▇▇, name, or indicia of origin of Franchisor now existing or which GNC may hereafter be adopted or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third partyacquired by Franchisor. B. 5.02. With respect to Rite AidFranchisee's use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee acknowledges and agrees that: (1) In the operation of the Business, Rite Aid shall use the Proprietary Marks only in the manner authorized and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid A. Franchisee shall not use the Proprietary Marks in its as part of Franchisee's corporate name or any fictitious other business name.; (4) Rite Aid B. Franchisee shall not directly hold out or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving otherwise use the Proprietary Marks is instituted to perform any activity or threatened against Rite Aidincur any obligation or indebtedness in such manner as might, Rite Aid shall promptly notify GNC of such litigation.in any way, make Franchisor liable therefor, without Franchisor's prior written consent; C. Rite Aid expressly understands Franchisee shall execute any documents and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and provide such other assistance deemed necessary by Franchisor or its counsel to obtain protection for the Proprietary Marks or to maintain the continued validity of such Proprietary Marks; and D. Franchisor reserves the right to substitute different Proprietary Marks for use in identifying the System and the goodwill associated with franchised businesses operating thereunder, and symbolized by them Franchisee agrees to immediately substitute Proprietary Marks upon receipt of written notice from Franchisor. 5.03. Franchisee expressly acknowledges Franchisor's exclusive right to use the ▇▇▇▇ Chesapeake Bagel Bakery for restaurant services, bakery products including bagels and other related food products; the building configuration; and the other Proprietary Marks of the System. Franchisee agrees not to represent in any manner that Rite Aid it has only any ownership in the license granted Proprietary Marks or the right to it use the Proprietary Marks except as provided in this Agreement. (2) Rite Aid's . Franchisee further agrees that its use of the Proprietary Marks pursuant to this Agreement does shall not give Rite Aid create in its favor any ownership interest right, title, or other interest in or to the Proprietary Marks, and that all of such marks use shall inure to the benefit of Franchisor. 5.04. Franchisee acknowledges that the use of the Proprietary Marks outside the scope of this license, without Franchisor's prior written consent, is an infringement of Franchisor's exclusive right to use the Proprietary Marks, and during the term of this Agreement and after the expiration or termination hereof, Franchisee covenants not to, directly or indirectly, commit an act of infringement or contest or aid in contesting the validity or ownership of Franchisor's Proprietary Marks, or take any other action in derogation thereof. 5.05. Franchisee shall promptly notify Franchisor of any suspected infringement of, or challenge to, the validity of the ownership of, or Franchisor's right to use, the Proprietary Marks licensed hereunder. Franchisee acknowledges that Franchisor has the right to control any administrative proceeding or litigation involving the Proprietary Marks. In the event Franchisor undertakes the defense or prosecution of any litigation relating to the Proprietary Marks, Franchisee agrees to execute any and all goodwill arising from Rite Aiddocuments and to do such acts and things as may, in the opinion of counsel for Franchisor, be necessary to carry out such defense or prosecution. Except to the extent that such litigation is the result of Franchisee's use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, Franchisor agrees to reimburse Franchisee for its operation out of pocket costs in doing such acts and things, except that Franchisee shall bear the salary costs of its employees. 5.06. Franchisee understands and agrees that its license with respect to the Proprietary Marks is non-exclusive to the extent that Franchisor has and retains the right under this Agreement: A. To grant other licenses for the Proprietary Marks, in addition to those licenses already granted to existing franchisees; B. To develop and establish other franchise systems for the same, similar, or different products or services utilizing proprietary marks not now or hereafter designated as part of the Business System licensed by this Agreement, and to grant licenses thereto, without providing Franchisee any right therein; and C. To develop and establish other systems for the sale, at wholesale or retail, of similar or different products utilizing the same or similar Proprietary Marks, without providing Franchisee any right therein. 5.07. Franchisee acknowledges and expressly agrees that any and all goodwill associated with the System and identified by the Proprietary Marks used in connection therewith shall inure solely directly and exclusively to GNC's the benefit andof Franchisor and is the property of Franchisor, and that upon the expiration or termination of this Agreement and the license herein grantedor any other agreement, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aidany of Franchisee's activities in the operation of the Franchised Unit granted herein, or Franchisee's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right 5.08. Franchisee understands and license acknowledges that each and every detail of the Proprietary Marks granted hereunder Chesapeake Bagel Bakery System is important to Rite Aid is non-exclusive Franchisee, Franchisor, and GNC thus has other franchisees in order to develop and retains maintain high and uniform standards of quality and services, and hence to protect the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products reputation and services at locations outside goodwill of the Protected Territory to the extent permitted in this AgreementChesapeake Bagel Bakery restaurants.

Proprietary Marks. A. GNC represents Franchisee acknowledges that Franchisor's affiliate is the owner of all right, title and interest together with all the goodwill of the Marks and that Franchisee's right to use the Marks is derived solely from this Agreement and is limited to the conduct of business by Franchisee pursuant to and in compliance with this Agreement and all applicable standards, specifications, and operating procedures prescribed by Franchisor from time to time during the term of the franchise. Any unauthorized use of the Marks by Franchisee is a breach of this Agreement and an infringement of the rights of Franchisor and its affiliate in and to the Marks. Franchisee acknowledges that all usage of the Marks by Franchisee and any goodwill established by Franchisee's use of the Marks shall inure to the exclusive benefit of Franchisor and its affiliate and that this Agreement does not confer any goodwill or other interests in the Marks upon Franchisee and its affiliate. Franchisee shall not, at any time during the term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of any of the Marks. All provisions of this Agreement applicable to the Marks apply to any additional trademarks, service marks, and commercial symbols authorized for use by and licensed to Franchisee by Franchisor after the date of this Agreement. B. Franchisee shall not use any Mark or portion of any of the Mark▇ ▇▇ part of any corporate or trade name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form. Franchisee shall not use any Marks in connection with the sale of any unauthorized product or service or in any other manner not expressly authorized in writing by Franchisor. Franchisee shall properly attribute ownership of the Marks to Franchisor's affiliate and shall give such notices of trademark and service mark registrations as Franchisor s▇▇▇▇fies and obtain such fictitious or assumed name registrations as may be required under applicable law. C. Franchisee shall promptly notify Franchisor of any potential or actual claim, demand, or cause of action known by Franchisee or which Franchisee reasonably suspects or believes may exist, based upon or arising from any attempt by any other person, firm or corporation to use the Marks or any colorable imitation thereof. Franchisee shall also notify Franchisor of any action, claim or demand against Franchisee relating to the Marks within ten (10) days after Franchisee receives notice of said action, claim or demand. Upon receipt of timely notice of an action, claim or demand against Franchisee relating to the Marks, Franchisor and/or its affiliate shall have the sole right to determine all matters and issues relating to the defense of said action. Franchisor and/or its affiliate shall have the exclusive right to challenge, oppose, contest or bring legal action against any third party regarding the third party's use of any of the Marks and shall exercise such right in its sole discretion. In any defense or prosecution of any litigation relating to the Marks or components of the System undertaken by Franchisor and/or its affiliate, Franchisee shall cooperate with Franchisor and/or its affiliate and execute any and all documents and take all actions as may be desirable or necessary in the opinion of Franchisor's and/or its affiliate's counsel, to protect the Marks and to defend or prosecute any litigation relating to the Marks or components of the System. Both parties will make every effort consistent with the foregoing to protect, maintain, and promote the Marks as identifying the System and only the System. FRANCHISOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE USE, EXCLUSIVE OWNERSHIP, VALIDITY OR ENFORCEABILITY OF THE MARKS. D. If it becomes advisable at any time in Franchisor's sole discretion, for Franchisor and/or Franchisee to modify or discontinue use of any of the Marks, and/or use one (1) or more additional or substitute trade names, trademarks, service marks, or other commercial symbols, Franchisee shall comply with Franchisor's directions within a reasonable time after notice to Franchisee by Franchisor, and Franchisor shall have no liability or obligation whatsoever with respect to Franchisee's modification or discontinuance of any Mark. E. In order to pre▇▇▇▇e the Proprietary validity and integrity of the Marks that GNC has the right to use and copyrighted materials franchised herein and to license others to use assure that Franchisee is properly employing the Proprietary Marks and that the use thereof by Rite Aid same in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the its Franchised Business, Rite Aid Franchisor or its agents shall use have the Proprietary Marks only in right to enter and inspect Franchisee's premises (with or without prior notice) during normal business hours and, additionally, shall have the right to observe the manner authorized in which Franchisee is conducting its operations, to confer with Franchisee's employees and permitted by this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (2) Rite Aid shall execute any documents deemed necessary by GNC or its counsel to disclaim any interest in the Proprietary Marks other than the license granted to it in this Agreement. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aidcustomers, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to select and inspect Franchisee's merchandise to make certain that such merchandise is satisfactory and meets the Proprietary Marks quality control provisions and the goodwill associated with and symbolized performance standards established by them and that Rite Aid has only the license granted to it in this AgreementFranchisor. (2) Rite Aid's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid any ownership interest or other interest in or to such marks and all goodwill arising from Rite Aid's use of the Proprietary Marks in its operation of the Business shall inure solely and exclusively to GNC's benefit and, upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite Aid's use of the System or the Proprietary Marks. (3) Except as may be specifically provided elsewhere in this Agreement, the right and license of the Proprietary Marks granted hereunder to Rite Aid is non-exclusive and GNC thus has and retains the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the Proprietary Marks in connection with selling products and services at locations outside of the Protected Territory to the extent permitted in this Agreement.

Proprietary Marks. A. GNC represents with respect to the Proprietary Marks that GNC has the right to use and to license others to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business in accordance with this Agreement will not violate any agreement to which GNC or any licensor to Rite Aid is a party or may be bound and will not infringe upon the rights of any third party. B. With respect to Rite Aid's use of the Proprietary Marks pursuant to this Agreement, Rite Aid agrees that: (1) In the operation of the Business, Rite Aid 6.1 Licensee shall use the Proprietary Marks only to the extent permitted in this Agreement, and only in the manner authorized specified by, and permitted by in accordance with, the standards and specifications of Licensor, as set forth in this Agreement and such other uniform Proprietary Mark Standards as required from time to time. Any unauthorized use t▇▇▇▇of shall constitute an infringement of GNC's rights. GNC acknowledges that or otherwise in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third partieswriting. (2) Rite Aid 6.2 Licensee agrees that it shall execute any documents deemed necessary by GNC not manufacture, produce, bake, sell, or its counsel to disclaim any interest in distribute products that bear the Proprietary Marks other than the license granted to it or any derivation or abbreviation thereof, except in accordance with this Agreement, or license or permit anyone else to do so, and shall not use names and marks confusingly similar to the Proprietary Marks in the sale or distribution of any products, or in the operation, franchising, or licensing of wholesale or retail businesses. (3) Rite Aid 6.3 Licensee shall not use the Proprietary Marks in its corporate name or any fictitious derivation or abbreviation thereof as part of its/their corporate or other legal name. (4) Rite Aid 6.4 Licensee shall not directly or indirectly contest the validity or other of Licensor's ownership of the Proprietary Marks. (5) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite Aid, Rite Aid shall promptly notify GNC of such litigation. C. Rite Aid 6.5 Licensee expressly understands and acknowledges that: (1) As between the parties hereto, GNC has the exclusive right and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreement. (2) Rite Aid6.5.1 Licensee's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid it any ownership interest or other interest in or to such marks the Proprietary Marks, except the license granted by this Agreement; and 6.5.2 Any and all goodwill arising from Rite Aidout of Licensee's use of the Proprietary Marks in its operation of the Business under this Agreement shall inure solely and exclusively to GNCLicensor's benefit andbenefit. 6.6 Licensee shall not register or attempt to register any Proprietary Mark, upon expiration or termination any mark or name ▇▇▇ch incorp▇▇▇▇es all or part of this Agreement and any Proprietary Mark, in any country in the license herein granted, no monetary amount shall be assigned as attributable ▇▇▇ld. 6.7 Licensor has the right to any goodwill associated with Rite Aid's modify and/or to discontinue the use of the System any or all of the Proprietary Marks. , or to use other names or marks to identify the TJC Products; provided, however, that if Licensor discontinues a Proprietary Mark that is used with or o▇ ▇▇ Approved TJC Wholesale Product that represents a "significant percentage" of Licensee's wholesale business, Licensor will provide a substitute Proprietary Mark for that product or pr▇▇▇▇ts. The parties hereto agree that "significant percentage" shall mean twenty percent (320%) Except as may be specifically provided elsewhere of gross revenues received by Licensee from the sale of such product in this Agreementthe twelve-month period prior to Licensor's notice of discontinuance of a mark. Upon one hundred twen▇▇ (120) days prior written notice from Licensor, Licensee shall comply with Licensor's standards and specifications with respect to the right and license of the use any modified Proprietary Marks granted hereunder or the new names and marks; provided that Licensee may continue to Rite Aid is non-exclusive and GNC thus has and retains utilize existing inventory or supplies that bear the following rights, among others: (a) To grant other licenses for the Proprietary Marks; and (b) To use the old or discontinued Proprietary Marks in connection after the 120-day period, if such inventory or supplies were purchased prior to Licensor's notice of such modification or discontinuance. Licensee shall be responsible for all costs associated with selling products any such change, and services at locations outside of the Protected Territory Licensor shall have no liability to the extent permitted in this AgreementLicensee therefor.

Proprietary Marks. A. GNC Franchisor represents with respect to the Proprietary Marks that GNC has that: (1) Franchisor is the right to use owner of all right, title and interest in and to license others the Proprietary Marks. (2) Franchisor has taken and will take all steps reasonably necessary to preserve and protect the ownership in and validity of the Proprietary Marks. (3) Franchisor will permit Franchisee and other franchisees to use the Proprietary Marks and that the use thereof by Rite Aid in the operation of the Business only in accordance with this Agreement will not violate any agreement to the System and the standards and specifications attendant thereto which GNC or any licensor to Rite Aid is a party or may be bound underlie the goodwill associated with and will not infringe upon symbolized by the rights of any third partyProprietary Marks. B. With respect to Rite AidFranchisee's licensed use of the Proprietary Marks pursuant to this Agreement, Rite Aid Franchisee agrees that: (1) In the operation of the Business, Rite Aid Franchisee shall use only the Proprietary Marks designated by Franchisor, and shall use them only in the manner authorized and permitted by Franchisor. (2) Franchisee shall use the Proprietary Marks only for the operation of the business franchised hereunder and only at the location authorized hereunder, or in advertising for the business conducted at or from that location. (3) Unless otherwise authorized or required by Franchisor, Franchisee shall operate and advertise the franchised business only under the name "Chili's Grill & Bar" without prefix or suffix. (4) During the term of this Agreement and any renewal hereof, Franchisee shall identify itself as the owner of the franchised business in conjunction with any use of the Proprietary Marks, including, but not limited to, uses on invoices, order forms, receipts and contracts, as well as the display of a notice in such other uniform content and form and at such conspicuous locations on the premises of the franchised business as Franchisor may designate in writing. (5) Franchisee's right to use the Proprietary Mark Standards Marks is limited to such uses as required from time to time. Any are authorized under this Agreement, and any unauthorized use t▇▇▇▇of thereof shall constitute an infringement of GNCFranchisor's rights. GNC acknowledges that in the operation and promotion of its Stores and business generally Rite Aid will use its proprietary marks and those of the third parties. (26) Rite Aid Franchisee shall not use the Proprietary Marks to incur any obligation or indebtedness on behalf of Franchisor. (7) Franchisee shall not use the Proprietary Marks as part of its corporate or other legal name. (8) Franchisee shall comply with Franchisor's instructions in filing and maintaining the requisite trade name or fictitious name registrations, and shall execute any documents deemed necessary by GNC Franchisor or its counsel to disclaim any interest in obtain protection for the Proprietary Marks other than the license granted or to it in this Agreementmaintain their continued validity and enforceability. (3) Rite Aid shall not use the Proprietary Marks in its corporate name or any fictitious name. (4) Rite Aid shall not directly or indirectly contest the validity or other ownership of the Proprietary Marks. (59) In the event that litigation involving the Proprietary Marks is instituted or threatened against Rite AidFranchisee, Rite Aid Franchisee shall promptly notify GNC of Franchisor and shall cooperate fully in defending or settling such litigation. C. Rite Aid Franchisee expressly understands and acknowledges that: (1) As between Franchisor is the parties heretoowner of all right, GNC has the exclusive right title and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and that Rite Aid has only the license granted to it in this Agreementthem. (2) Rite AidThe Proprietary Marks are valid and serve to identify the System and those who are authorized to operate under the System. (3) Franchisee shall not directly or indirectly contest the validity or Franchisor's ownership of the Proprietary Marks. (4) Franchisee's use of the Proprietary Marks pursuant to this Agreement does not give Rite Aid Franchisee any ownership interest or other interest in or to such marks the Proprietary Marks, except the license granted by this Agreement. (5) Any and all goodwill arising from Rite AidFranchisee's use of the Proprietary Marks in its franchised operation of under the Business System shall inure solely and exclusively to GNCFranchisor's benefit andbenefit, and upon expiration or termination of this Agreement and the license herein granted, no monetary amount shall be assigned as attributable to any goodwill associated with Rite AidFranchisee's use of the System or the Proprietary Marks. (36) Except as may be specifically provided elsewhere in this Agreement, the The right and license of the Proprietary Marks granted hereunder to Rite Aid Franchisee is non-exclusive exclusive, and GNC Franchisor thus has and retains the following rights, among others: (a) To use the Proprietary Marks itself in connection with selling products and services; (b) To grant other licenses for the Proprietary Marks; and, in addition to those licenses already granted to existing franchisees; (bc) To use develop and establish other systems using the same or similar Proprietary Marks, or other proprietary marks, and to grant licenses or franchises thereto without providing any rights therein to Franchisee. (7) Franchisor reserves the right to substitute different Proprietary Marks for use in connection with selling products identifying the System and services at locations outside the business operating thereunder if Franchisor's currently owned Proprietary Marks no longer can be used, or if Franchisor, in its sole discretion, determines that substitution of the Protected Territory different Proprietary Marks will be beneficial to the extent permitted in this AgreementSystem, including, but not limited to, restaurants owned by Franchisor.