Is the Aerus System Media Fund Fee mandatory, and who determines if it is implemented?

ertising, public relations, and promotion in the Area of Responsibility. At the request of Company, Franchisee shall furnish, to Company, an accurate accounting of Franchisee's expenditure on local advertising, public relations, and promotion, in form and content satisfactory to Company.

• E. Company also reserves the right to assess the Franchisee for contributions to the System Media Fund. The System Media Fund shall be designed to facilitate media market spending that benefits the System. The System Media Fund shall be organized for the purposes of, and all contributions thereto and any earnings thereon shall be used exclusively to meet the costs for maintaining, directing, preparing and conducting media campaigns, regional and national

advertising for the benefit of the System. The System Media Fund can be implemented on a national, local or regional basis. Upon establishment of the System Media Fund by Company, Franchisee's obligations shall be as set forth in Addendum B, attached hereto.

• F. Company may establish from time to time a company website or websites. Company may, at its sole option, from time to time, without prior notice to Franchisee: (1) change, revise or eliminate the design, content and functionality of such website; (2) make operational changes to such website; (3) change or modify the URL and/or domain name of such website; (4) substitute, modify or rearrange such website. Company may, at its option, use such website to engage in any form of Electronic Commerce.
• G. In all events, and without limiting or modifying any other provision of this Agreement, any advertising or marketing undertaken by Franchisee shall properly incorporate the Marks and shall fully comply with any specifications, requirements, or limitations promulgated in this Agreement, the Manuals, or otherwise by Company concerning use of the Marks. Franchisee shall not use, nor authorize any third party to use, the Marks to advertise, promote, offer or sell by, over or through the Internet any goods or services which are the same as or similar to those (i) offered at or from the Franchised Business, (ii) which bear the Marks, or (iii) which are otherwise offered or sold under the Marks. Notwithstanding the foregoing, Company may, from time to time, at its sole option, establish a Franchisee webpage and link such webpage to any Company website. Company may permit Franchisee to customize or post certain information to such Franchisee webpage, subject to Franchisee's compliance with the procedures and policies governing such activity that Company may establish from time to time. Company may require Franchisee to pay a reasonable fee (not to exceed Fifty Dollars ($50.00) each month) for the privilege of having such Franchisee webpage. Under no circumstance shall Franchisee make any public statement (whether verbally or in writing or by use of any electronic medium, including, without limitation, email, Internet post, web log, website or otherwise) which actually or by implication is in any way derogatory, defamatory or otherwise disparaging of the Franchised Business or Aerus Businesses generally or of Company, any of Companies Affiliates or any of their officers, directors, members, shareholders, employees or agents.
• H. Company may, at its option, establish and maintain an Intranet through which franchisees of Company may communicate with each other, and through which Company and Franchisee may communicate with each other and through which Company may disseminate the Manuals, updates thereto and other Confidential Information. Company shall have sole discretion and control over all aspects of the Intranet, including the content and functionality thereof. Company will have no obligation to maintain the Intranet indefinitely, and may dismantle it at any time without liability to Franchisee. If Company establishes an Intranet, Franchisee shall have the privilege to use the Intranet, subject to Franchisee's strict compliance with the Policies and Procedures that Company may establish from time to time. Franchisee acknowledges that, as administrator of the Intranet, Company can technically access and view any communication that is posted on the Intranet. Franchisee further acknowledges that the Intranet facility and all communications that are posted to it will become Company's property, free of any claims of privacy or privilege that Franchisee or any other person may assert.
• 1. Insurance. Franchisee shall, at its expense, procure upon execution of this Agreement, and shall maintain in full force and effect at all times during the Term, an insurance

policy or policies protecting Company and Franchisee and each party's respective permitted successors and assigns, officers, members, directors, shareholders, partners, agents, representatives, independent contractors, employees and lenders against any demand or claim with respect to personal injury, death or property damage, or any loss, liability or expense whatsoever arising or occurring upon or in connection with the Franchised Business.

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