If any of the Sales Representatives of an Aerus franchisee makes any material misstatements concerning Aerus, can Aerus terminate the agreement?

ncellation of any indebtedness owing to Company or Company's Affiliates by Franchisee at the time of such termination. Company's failure in any instance to invoke a right to terminate shall not waive or otherwise limit its ability or right to properly terminate this Agreement thereafter. Termination of this Agreement shall automatically terminate any and all licenses and agreements made by Franchisee with Outlet Licensees and Sales Representatives.

• D. Without limiting or restricting Company's right to terminate this Agreement at any time as provided herein, Company may implement a system of enforcement of the terms and provisions of this Agreement (including without limitation announced or unannounced compliance audits and "secret shopper" practices), which system may result in deferral of termination under certain circumstances and include any one or more of the following: (1) the imposition of fines or penalties associated with certain violations or breaches; (2) in the case of a royalty, impose a minimum or fixed amount to be paid in place of or in addition to the amount provided in Schedule 3 attached hereto; or (3) in the case of sales of the Products, impose the Minimum Sales Requirement set forth in Schedule 4 attached hereto. The existence, substance and process of any such system would be the sole and exclusive discretion of Company and may be implemented, revoked or modified (upon reasonable notice to Franchisee) at any time and from time to time.

• E. Upon expiration or termination of this Agreement, Franchisee and Franchisee's principals shall:

• (1) Immediately cease operation of the Franchised Business and any use of the Marks, Software and Administration Systems or the Customer Data for any reason or purpose; promptly remove all signs, markings, or other writings and, immediately discontinue all advertising or publicity, that tend to indicate that Franchisee is a franchisee of Company or seller of Products; and immediately discontinue all advertising or publicity and take all actions necessary to comply with the foregoing, including instructing all publishers of any telephone directory or listing not to renew, repeat or insert any listing or advertisement using the word "Aerus", "Lux" or "Electrolux" or any other term or identifier associating Franchisee with Company.

• (2) Send written notice to all Outlet Licensees and Sales Representatives with whom Franchisee has been dealing that any license granted to or agreement made with such is terminated, and that such Outlet Licensees and Sales Representatives must also take all other steps herein required of Franchisee under this Section.

• (3) Cooperate with Company in perfecting an assignment of all telephone numbers used at an Approved Location in connection with the sales of Products hereunder or otherwise known or identified as numbers associated with Company, the Products or the Marks to and into the name of Company or its nominee, taking all action necessary to effect the intent of the foregoing.

Source: Item 23 — Receipts (FDD pages 74–305)