6.5 Control of Claims Regarding the Marks. Global shall have sole discretion to take all
action as it deems appropriate, including, without limitation, to take no action, and the sole right to
control any legal proceeding or negotiation arising out of any infringement, challenge or claim or
otherwise relating to the Marks or the Global Master System. Master Licensee shall not settle or
compromise any claim, suit or demand asserted against it and agrees to be bound by Global’s decisions
in handling disputes regarding the Marks and the Global Master System. Master Licensee shall
cooperate fully with Global and execute all documents and perform all actions as may, in Global’s
judgment, be necessary, appropriate or advisable in the defense of all claims, suits or demands and to
protect and maintain Global’s rights in the Marks and such System. Unless it is established that a third
party claim asserted against Master Licensee is based directly upon Master Licensee’s misuse of the
Marks or the Global Master System, Global agrees to defend Master Licensee against the third party
claim and indemnify Master Licensee for any losses resulting therefore, provided Master Licensee has
notified Global as soon as practical after learning of the claim and fully cooperates in the defense of the
action. Because Global will defend the third party claim, Master Licensee is not entitled to be
reimbursed for legal or other professional fees or costs paid to independent legal counsel or others in
connection with the matter nor for the cost of making any changes in the use of the Marks required by
the dispute resolution.
7. CONFIDENTIAL INFORMATION
7.1 Disclosure. Global possesses certain proprietary confidential information consisting of
the methods, techniques, formats, specifications, procedures, information, systems, methods of
business management, sales and promotion techniques, and knowledge of and experience in operating
its Global Master System including retaining master operators and franchising the Franchised Business
(the “Confidential Information”), which will be disclosed to Master Licensee in its use in the Master
Franchise System granting franchises. Master Licensee does not hold, and shall not acquire, any interest
in the Confidential Information, other than the right to utilize it in the Development Area in performing
its duties during the Term, and Master Licensee acknowledges that the use or duplication of the
Confidential Information in any other business venture would constitute an unfair method of
competition.
Master Licensee acknowledges and agrees that the Confidential Information is proprietary,
includes trade secrets of Global and its Affiliates, and is known or disclosed to Master Licensee solely on
the condition that it agrees that it (i) shall not use the Confidential Information in any other business or
capacity, (ii) shall maintain the absolute confidentiality of Confidential Information during and after the
Term, (iii) shall not make unauthorized copies of any portion of the Confidential Information disclosed in
any written, electronic or other tangible format, and (iv) shall adopt and implement all reasonable
procedures prescribed from time to time by Global to prevent unauthorized use or disclosure of the
Confidential Information.
7.2 Exclusions. Confidential Information shall not include any information which (i) was in
the lawful and unrestricted possession of Master Licensee prior to its disclosure by Global, (ii) is or
becomes generally available to the public by acts other than those of Master Licensee after receiving it,
(iii) has been received lawfully and in good faith by Master Licensee from a third party who did not
derive it from Global unlawfully or in violation of any confidentiality obligation, (iv) is shown by