License Agreement
No Rights Granted or Grantable to Project Unit Purchasers; Undertakings to avoid Confusion with Respect to Licensor’s Involvement With the Licensed Project. The parties hereto expressly acknowledge and agree that, except as provided in Section 11(a), nothing in this Agreement or otherwise provides any rights to any person or entity to use any of the Licensed Marks other than Licensee. Except as otherwise provided in Section 11(a), Licensee is not authorized to, and shall not, assign, sublicense or otherwise grant any trademark rights with respect to the Licensed Marks to any condominium, community, unit owners or other association or any other person or entity associated with the Licensed Project or otherwise without Licensor’s prior written approval, except in connection with the Licensed Use. Licensee shall undertake commercially reasonable efforts to avoid any potential confusion, misunderstanding or mistaken impression in the minds of consumers with respect to Licensor having any current or ongoing involvement in the development, marketing, sale or operation of the Licensed Project, or with respect to membership or use of any club, marina, hotel, restaurant or other amenities and services at the Licensed Project or the provision of any Services, and shall indemnify, defend and hold Licensor and its successors and assigns and each of their affiliates (other than Licensee), officers, directors and employees harmless from and against any liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorney’s fees and expenses) suffered by any of them arising out of resulting from any such confusion, misunderstanding or mistaken impression created by Licensee excluding performance of activities solely within the Licensed Use unless licensee fails to include the below disclaimer. Licensee shall include the following notice/disclaimer statement in all of its printed and/or electronic marketing materials relating to the Licensed Project and in its contracts with purchasers of properties in the Licensed Project: “NOTICE: TURNBERRY DEVELOPMENT, LLC, IS THE OWNER OF THE TURNBERRY® TRADEMARK, BUT HAS NO AFFILIATION OR INVOLVEMENT WITH THE TURNBERRY YACHT CLUB, OTHER THAN AS LICENSOR OF THE TURNBERRY TRADEMARK.”