How is the Territory for an All County franchise business office determined?

nications. We retain all rights relating to the ALL COUNTY® website and may alter or terminate the website.

ITEM 12

TERRITORY

Territory. You will be granted a specific territory (the "Territory") in which to locate your Franchise Business office and market your services. Your Territory will be defined as a specific geographic area identified using commonly understood state, county, municipal, street, landmark or postal area definitions. A typical territory will not contain a population exceeding 250,000 and will contain a population of at least 50,000. We will not establish or locate, or license another person to establish or locate, another ALL COUNTY® business office within your Territory.

The Territory area for your ALL COUNTY® business office you are granted will be determined after negotiation between you and us, carefully considering where you want to be located and whether the proposed area is available. No other ALL COUNTY® business office will be physically located in your Territory and that no other ALL COUNTY® business shall be authorized to conduct grass-roots marketing efforts in your Territory, defined as conducting direct mail campaigns or physically visiting real estate offices or other businesses in your Territory for the purposes of soliciting referrals. 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.

Activity Outside of Territory. You have the right to provide services to customer account locations located up to 50 miles from the principal business address for the Franchised Business.

We have the right to establish ALL COUNTY® business offices anywhere outside your Territory. Except for conducting grass-roots marketing efforts in your Territory, defined as conducting direct mail campaigns or physically visiting real estate offices or other businesses in your Territory for the purposes of soliciting referrals, we, our affiliates, or other franchisees have the right to conduct radio, television, or other advertising, or service customer accounts inside your Territory. We have the right to sell services and any ancillary products, whether or not using the Marks, inside or outside your Territory through distribution channels other than ALL COUNTY® businesses, including offering real estate advertising and listing services through Internet websites or through published materials that are distributed in your Territory. We do not have to pay you any compensation for soliciting or accepting orders inside your Territory.

You do not have the right to use other channels of distribution, such as the Internet, catalog sales, telemarketing, or other directed marketing to make sales outside your Territory, unless we provide you with our prior written consent. You do not receive any options, rights of first refusal, or similar rights to acquire additional franchises. We do not have to pay you any compensation for soliciting or accepting customer accounts from within your Territory.

Neither we nor our affiliate operate or plan to operate or franchise businesses under a different trademark that will sell similar services or goods to those of the Franchise Business.

We or our other franchisees may reasonably enter into agreements to provide services to national or regional companies. These agreements may require our affiliate-operated or franchiseeoperated businesses to provide necessary services to all the national or regional company's locations, and some of these locations may be within your Territory.

Source: Item 12 — Territory (FDD pages 26–28)