WHEREAS, ATFC licenses others the right to operate a temporary and permanent employment agency in accordance with the Marks and the System described below; and

WHEREAS, FRANCHISEE desires to participate in the use of the System and Marks in connection with the operation of a franchised business under the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, the parties agree as follows:

I. DEFINITIONS.

For purposes of this Agreement, the following terms shall have the meaning as set forth below:

• A. "Agency" means the business which will be owned and operated by FRANCHISEE pursuant to this Agreement.

• F. "Marks" means such service marks, trademarks, trade dress, trade names and copyrights, or any marks which may be considered confusingly similar thereto, as may presently exist, or which may be modified, changed, or acquired by ATFC or its affiliates for use in connection with the operation of the Agency.

IX. PROPRIETARY MARKS

A. Right to Use Marks. ATFC represents that it owns the registrations to the Marks and has the rights to use the Marks and sublicense the rights to use the Marks according to the terms of this Agreement. FRANCHISEE recognizes that valuable goodwill is attached to the Marks, and that it will use same only in the manner and to the extent specifically licensed by this Agreement. Any goodwill arising out of FRANCHISEE's use of the Marks inures to the benefit of ATFC. FRANCHISEE further acknowledges that the right to use said Marks and the grant contained in this Agreement is non-exclusive. Any unauthorized use of the Marks by the FRANCHISEE is a breach of this Agreement and an infringement of the rights of ATFC. FRANCHISEE agrees that the unauthorized use or misuse of the Marks will constitute irreparable harm to ATFC, and FRANCHISEE expressly waives any requirement that ATFC post security in order to obtain injunctive relief in connection with such use. All provisions of this Agreement applicable to the Marks apply to any additional trademarks, service marks, and commercial symbols hereafter authorized for use by and licensed to the FRANCHISEE.

• 1. FRANCHISEE shall continuously and prominently display the Marks in connection with the Agency, and will not take or fail to take any action, the result of which might detract from the public image of ATFC, the Agency, the Systems or the Marks. FRANCHISEE shall not display or permit to be displayed at the office any business name or service not authorized hereunder. ATFC has the right to approve in advance the decoration, organization and furnishings of the office of the Agency and may require FRANCHISEE to relocate and redecorate such office as may be reasonably necessary to comply with what ATFC reasonably believes is consistent with the professional image ATFC is attempting to project and prudent business practices.

• C. Prohibition on Use of Name. FRANCHISEE will not use any of the Marks or the name "All Team", "Med Team Support Staffing", "Food Team", "All Team Staffing" or "Resources in Food" as part of its corporate name. FRANCHISEE shall, however, identify itself as a franchisee of ATFC. FRANCHISEE shall not incur any obligations or indebtedness except in FRANCHISEE's name. Further, FRANCHISEE shall not use the Marks (or any marks or names confusingly similar thereto) as an Internet domain name or in the content of any website, directory or listing.

• D. Change of Marks. ATFC shall have the right to change the Marks to be used by FRANCHISEE at any time and for any reason it deems appropriate. FRANCHISEE shall pay the costs associated with such change and shall make such necessary changes promptly. Notwithstanding the foregoing, in the event of a change to the Marks, FRANCHISEE will be allowed to continue to use up any supplies with the old Marks for a reasonable time so long as FRANCHISEE's use does not violate any laws, court or administrative orders or rights of third parties to said Marks.

• E. Use of Marks on the Internet. FRANCHISEE acknowledges that ATFC or its affiliates, are the lawful, rightful and sole owner of the Internet address (URL) for the Links, and unconditionally disclaims any ownership interest in that or any similar Internet address. FRANCHISEE agrees not to register any Internet address name under any Internet domain, class or category, listing or directory that contains any of the Marks or any abbreviation, acronym or variation of that word. ATFC shall have the sole right to advertise on the Internet and create a Web site using any of the Marks or any variation of the Marks. ATFC retains the right to pre-approve FRANCHISEE's use of linking and framing between FRANCHISEE's Web pages and all other Web sites. FRANCHISEE shall, within five (5) days after a request by ATFC, dismantle any frames and links between FRANCHISEE's Web pages and any other Web sites.

Source: Item 22 — CONTRACTS (FDD pages 33–34)