tion XVI.E below, provided that the heirs, personal representatives or conservators, as applicable, meet ATFC's standards for new franchisees; execute the then-current form of Franchise Agreement; and, that a manager has, or within thirty days, shall have satisfactorily completed ATFC's Initial Training Program.

• D. Transfer to a Corporation or Limited Liability Company. If FRANCHISEE is an individual or partnership, ATFC will consent to an assignment if FRANCHISEE transfers the business and rights under this Agreement to a corporation or limited liability company which is wholly owned by the FRANCHISEE (or all the partners of a partnership FRANCHISEE), provided that the corporation assumes all liabilities and obligations under this Agreement and pays a transfer fee of Two Thousand Dollars ($2,000.00) to ATFC, to defray the transfer costs and expenses. FRANCHISEE and FRANCHISEE's spouse (and, if a partnership, all partners and their spouses) shall be required to execute a personal guaranty and assumption of obligations and covenant to ensure the compliance by the corporation or limited liability company with the terms and obligations of this Agreement as well as personally supervise the operation of the Agency. The Transfer is not effective until an assignment form is signed by all transferors, the transferee, and ATFC. If FRANCHISEE is incorporated prior to purchase of the franchise, no transfer fee is required, but personal guarantees must be signed by the owners of the business and their spouses.
• E. Right of First Refusal. Notwithstanding the foregoing, if FRANCHISEE receives a bona fide, executed, written offer to acquire the franchise (or any stock in a corporate FRANCHISEE, or interest in a partnership or limited liability FRANCHISEE) from a responsible, fully disclosed purchaser, FRANCHISEE must submit a copy of the offer to ATFC. FRANCHISEE must also provide ATFC with any other information it requests to evaluate the offer. ATFC has the right, exercisable by delivering written notice to the FRANCHISEE within thirty (30) days from the date of last delivery to ATFC of the offer and any other documents requested by ATFC, to acquire the Interest for the price and on the terms and conditions contained in the offer. Regardless of the terms of the offer, however, ATFC may, in its discretion: substitute cash for any form of payment proposed in the offer; require the FRANCHISEE to include customary warranties and representations in the purchase agreement; and structure the transaction as an "asset purchase", rather than a "stock purchase". ATFC will not be obligated to pay any "finder's" or broker's fees that are a part of the proposed sale and shall not be obligated to comply with any part of the offer which directly or indirectly requires payment of any consideration other than a bona fide purchase price for the Interest proposed to be transferred.

If ATFC declines to exercise its rights of first refusal, FRANCHISEE will have ninety (90) days after ATFC declines or the right expires, whichever first occurs, to sell the Interest upon terms no more favorable than those offered to ATFC, subject to the compliance with and satisfaction of the conditions set forth in Section XVI.B. After said ninety (90) days, or if the prospective purchaser does not acquire the franchise, FRANCHISEE must again comply with this Section and Section XVI.B and give ATFC the first right to acquire FRANCHISEE's Interest prior to sale.

XVII. INDEPENDENT CONTRACTOR/INDEMNIFICATION

• A. Independent Contractor. ATFC and FRANCHISEE are independent contractors, and no partnership, fiduciary, joint venture, or employment relationship exists between them.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 28–30)