What must a 1-800-GOT-JUNK? franchisee do to maintain territory protection?

You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. However, the non-exclusivity extends only to our reserved rights with respect to national accounts as described below. Subject to our rights with respect to national accounts described below, so long as you are in full compliance with the terms and conditions of your Franchise Agreement, we will not establish, operate or grant to anyone else a franchise to establish or operate a 1-800-GOT-JUNK? business in your Territory. If you are in default under the Franchise Agreement, we may reduce the size of the Territory, remove any protection provided in the Territory (allowing us to franchise or operate other 1-800-GOT-JUNK? businesses in the Territory), or both.

We, for our self and for our affiliates, expressly reserve the right to:

(a) offer for sale or sell the Services or other similar services using some or all of the Marks from any location or by any means whatsoever outside of your Territory;

(b) offer for sale or sell the Services or other similar services using any trade names or trademarks other than the Marks from any location or by any means whatsoever either inside or outside of your Territory;

(c) operate, establish, or grant to someone else a license or franchise to operate or establish, one or more businesses which offer for sale or sell any services which are the same as or similar to the Services using some or all of the Marks or using any trade names or trademarks other than the Marks at or from any location whatsoever outside of your Territory; (d) operate, establish, or grant to someone else a license or franchise to operate or establish, one or more businesses which offer for sale or sell any services which are the same as or similar to the Services using any trade names or trademarks other than the Marks at or from any location whatsoever either inside or outside your Territory, although we do not currently or plan to do so;

(e) distribute, offer for sale, sell or grant to someone else the right or franchise to distribute, offer for sale or sell any services which are the same as or similar to the Services using some or all of the Marks or using any trade names or trademarks other than the Marks at any location whatsoever either inside or outside of your Territory, by means of other channels of distribution other than the Franchised Business, including through retail outlets, or as part of or in combination with any retail establishments;

(f) distribute, offer for sale, sell or designate any entity to distribute, offer for sale or sell the Services to National Account Customers, either inside or outside of your Territory; and 4899-8658-3815.1

(g) purchase or be purchased by, or merge or combine with, competing businesses wherever located, including a chain of company-owned or franchised locations that compete directly with the Franchised Business.

You are prohibited from soliciting customers or providing services to premises located outside of your Territory, including through distribution channels such as the internet, telemarketing or other direct marketing.

You must operate the Franchised Business exclusively from the Franchised Location, and in full compliance with any applicable lease and the Franchise Agreement and Operations Manual. Your Franchised Location may be located anywhere within your Territory. We do not provide you with assistance in selecting or securing your Franchised Location, and we do not approve the Franchised Location. You may relocate the Franchised Location only after prior written notice to us, and at your sole cost and expense.

National Account Customers

We reserve the right to solicit or permit other franchisees or third parties designated by us to solicit customers located anywhere in your Territory in order to develop them as National Account Customers. “National Account Customers” means a customer, a group of customers or an entity acting on behalf of a customer group or customers (under common ownership or control) with offices, franchises, locations, or stores or who is otherwise conducting business both inside and outside of your Territory and for which we have arranged to provide the Services at multiple locations inside or outside of your Territory. National Account Customers may include corporations, non-profit organizations, federal, state and local government entities and organizations and any other persons or entities that may have a need for purchasing the Services from us at multiple locations inside or outside of your Territory.

We have the sole and exclusive right to supply (in whole or in part) or designate any other entity (including you, other System franchisees or our affiliates) to supply the Services to National Account Customers, whether the Services are delivered to a location inside or outside of your Territory. We may, but are not required to, request that you provide the Services to a National Account Customer with premises located within your Territory in exchange for a payment to be made by us to you in an amount to be determined by us at the time of our request. We may require you to enter into our then current form of national account service agreement (the current form of which is attached as Exhibit H) in order to provide the Services to National Account Customers with premises located within your Territory. You will be deemed to have rejected our request to provide the Services to a National Account Customer if you have not accepted our request within one business day, in which case we may our self, through an affiliate, by a subcontractor or through another System franchisee provide the Services to the National Account Customer. Our policies and procedures with respect to the provision of the Services to National Account Customers may change from time to time as detailed in the Operations Manual.

Source: Item 12 — Territory (FDD pages 33–36)