Rcc liquidating corp ritz camera

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1.2 RCC hereby grants to RII a perpetual, worldwide, royalty-free, fully-paid exclusive (including as to RCC) license to, after the termination of the RCC Agreement, use and reproduce the Mark in conjunction with any business or use in the RII Field (the "License").RII shall also have the right to authorize its third-party service providers to, after the termination of the RCC Agreement, use and reproduce the Mark as permitted to RII herein.No exercise by a party of its rights under this ARTICLE 2 will limit its remedies by reason of the other party's default, such party's rights to exercise any other rights under this ARTICLE 2, or any other rights of such party. OWNERSHIP AND PROTECTION OF THE MARK 3.1 The parties acknowledge that the Mark is a trademark owned by RCC and that all goodwill generated by RII's use of the Mark shall inure to RCC's benefit.Nothing contained herein shall constitute an assignment of the Mark or grant to RII any right, title or interest therein, except as specifically set forth herein.

In the event that RII shall obtain any proprietary right in the Mark, as a result of the exercise by RII of any right granted to it hereunder, such proprietary right shall immediately vest in RCC, however, RII shall be authorized to use such new proprietary right as though the same had specifically been included in this Agreement.Except as specifically provided in this Agreement or the RCC Agreement, RCC is the sole and exclusive owner of the Mark and all goodwill associated with or appurtenant to it, and RII has no right or interest in the Mark except as specifically provided in this Agreement or the RCC Agreement.1.3 Notwithstanding the License granted in Section 1.2, in the event that, after termination of the RCC Agreement, RII desires to use the Mark in conjunction with any business that is not an existing business of RII as of the time of the termination of the RCC Agreement (a "New Business"), then RII shall provide RCC with thirty (30) days prior written notice to RCC of the New Business that RII is considering entering along with a general description of the manner in which RII would expect to use the Mark in connection with such New Business.KCC does not undertake any obligation to update, modify, revise or reorganize the information provided herein, or to notify you or any third party should the information be updated, modified, revised or reorganized.In no event shall KCC be liable to you or any third party for any direct, indirect, incidental, consequential or special damages (including, but not limited to, damages arising from the disallowance of a potential claim against a client of KCC or damages to business reputation, lost business or lost profits), whether foreseeable or unforeseeable and however caused, even if KCC is advised of the possibility of such damages.

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