How is the Designated Area for an Aira Fitness franchise defined after the Authorized Location is identified?

ne else the right to develop or operate an Aira Fitness Business in the Preliminary Designated Area for ninety (90) days from the Effective Date of this Agreement. Once the Authorized Location has been identified, you hereby authorize us to define in Attachment A a "Designated Area" around the Authorized Location; provided that such Designated Area will be substantially the same as the Preliminary Designated Area in terms of size, shape and/or demographics. If the Authorized Location is not within the Preliminary Designated Area, the Designated Area will be defined by us based on our current criteria for size, demographics and topographical features. Once defined in Attachment A, your Designated Area will remain constant throughout the initial term of this Agreement (unless you relocate the Aira Fitness Business and upon renewal or transfer). During the term of this Agreement and provided you are in compliance with the terms of this Agreement, neither we nor our affiliates will develop or operate, or grant to anyone else the right to develop or operate an Aira Fitness Business that is physically located in the Designated Area (other than at Special Sites, as described in Section 2.D). You acknowledge and agree that we and our affiliates have the right to develop and operate and grant others the right to develop and operate Aira Fitness Businesses outside the Designated Area, regardless of their proximity to the Designated Area or any negative impact they may have on your Aira Fitness Business. We and our affiliates also have the right to develop and operate and grant others the right to develop and operate exercise facilities and other businesses under a different trademark within and outside the Designated Area which may be similar to or competitive with Aira Fitness Businesses. We will not operate, franchise, or license the operation of an exercise facility offering 24/7 keycard access and substantially similar to an Aira Fitness Business in your Designated Area, except in connection with our acquisition of a multi-unit brand. If we acquire a multi-unit brand (through a stock purchase, asset purchase, merger, or otherwise), we or our affiliate may operate, franchise, or license the operation of the acquired brand within and outside the Designated Area, without offering any rights or compensation to you. You do not have any right to sublicense or sub-franchise within or outside of the Designated Area and under this Agreement you do not have the right to operate more than one Aira Fitness Business within the Designated Area without our prior written approval and must sign a separate Franchise Agreement for any additional Aira Fitness Business.

• D. Reserved Rights. We reserve to ourselves all other rights to use the System and Marks anywhere and in any manner including, without limitation, the right to offer, sell or distribute items such as training videos, equipment, athletic gear, etc., associated with the System (now or in the future) or identified by the Marks, or any other trademarks, service marks or trade names, through any distribution channels or methods, without compensation to any franchisee. These distribution channels or methods may include, without limitation, retail stores, mail order, wholesale or the internet (or any other existing or future form of electronic commerce).

Source: Item 23 — **RECEIPTS (FDD pages 59–254)