What obligations does the Subfranchisor have to Unit Franchisees under the Anago Unit Franchise Agreement?

er of Client Bids actually created by Subfranchisor during the Measurement Period, and (ii) in addition to Franchisor's other remedies under this Agreement, Franchisor may, upon notice to Subfranchisor, reduce or redefine the Area.

Section 3.5 - Obligations to Unit Franchisees

• (a) Subfranchisor will perform all of the obligations of Subfranchisor under each Unit Franchise Agreement to which it is a party.
• (b) Subfranchisor shall bear the sole responsibility for reviewing, approving and allocating all potential areas of operation ("Unit Area of Operation") for each Unit Franchisee in the Area under each Unit Franchise Agreement. Subfranchisor shall indemnify Franchisor with respect to any selection or designation of any Unit Area of Operation.
• (c) Subfranchisor will conduct periodic meetings of all Unit Franchisees in the Area including meetings of any Regional Advertising Cooperative for purposes as, and no less frequently than, Franchisor may require in writing. If requested by Franchisor, Subfranchisor will develop specific marketing programs for the Area using material provided or approved by Franchisor.
• (d) Subfranchisor recognizes that as a material obligation under this Agreement, it shall ensure that each Unit Franchisee within the Area is operated strictly in accordance with the standards of the System as set forth in the Unit Franchise Agreement and in the Anago Manuals. Subfranchisor shall comply with Franchisor's policies and procedures in monitoring such compliance, which policies and procedures may be amended by Franchisor from time to time. Such monitoring procedures may include without limitation, Unit inspections.
• (e) Subfranchisor shall take all steps reasonably necessary to enforce all Unit Franchisees' obligations under the Unit Franchise Agreement in the Area. If Franchisor or its Affiliates incur expenses to enforce or defend a Unit Franchise Agreements in the Area, Subfranchisor shall reimburse Franchisor for all costs and expenses incurred by Franchisor in any such enforcement actions, including, without limitation, arbitration or mediation fees, court costs, reasonable attorneys' fees and travel expenses.

(f) Subfranchisor shall not, itself, or through or in association with any third party, directly or indirectly, collect any money (other than in accordance with this Agreement), or barter or trade for anything of value, from a prospect, Unit Franchisee or any third party, directly or indirectly (including, but not limited to, consideration of any kind furnished by a third party to Subfranchisor or its designee, based upon or resulting from payment by a prospective franchisee or Unit Franchisee to such third party) which is in any way related to: (i) services to be provided by Subfranchisor pursuant to this Agreement; or (ii) the establishment and/or operation of a Unit pursuant to a Unit Franchise Agreement. Additionally, without limiting the generality of the foregoing, Subfranchisor shall not accept or otherwise receive payment including discounts, products, rebates or the like from any existing or prospective franchisee, landlord, vendor, broker, agent or supplier of the System or any representative or agent thereof, in connection with its operations hereunder or in any way related to the System or its Unit Franchisees.

Section 3.6 - Client Accounts

• (a) Subfranchisor is authorized and obligated to search for, solicit, engage with, market janitorial and other approved facilities-related services to, and sign contracts with Clients in the Area to be serviced by Unit Franchisees in the Area (the "Client Solicitation Services"). Toward that end, Subfranchisor will, throughout the Term of this Agreement, secure and maintain resources dedicated to performing the Client Solicitation Services. Franchisor reserves the right to set forth in the Anago Manuals certain minimum standards with respect to the Client Solicitation Services, including setting parameters for how they are provided and by whom, and establishing certain performance metrics such as minimum number of proposals produced to prospective Clients and minimum number of Client contracts executed. All marketing, sales, promotional and solicitation materials for procuring Clients in the Area are to be submitted to Franchisor for its prior review and written approval and may not be used before obtaining such approval. Notwithstanding the foregoing, Subfranchisor shall refer all National Accounts to Franchisor. Subfranchisor shall not enter into any contracts with National Accounts without first obtaining Franchisor's written consent. Franchisor reserves the right to, either itself or through its designee, enter into contracts for the performance of Anago services to National Accounts. wherever or however the National Account is originated. "National Account" means any client or prospective client that, directly or though its affiliates: (i) owns, manages, operates, controls, or is responsible for ten (10) or more locations in your Area; (ii) owns, manages, operates, controls or is responsible for multiple locations, one or more of which is in your Area and one or more of which is outside of your Area; and (iii) requests that we or our affiliates submit or allow us or our affiliates to submit a response to a request for proposals ("RFP") and we determine that you do not meet the National Account's qualifications to submit an RFP response or enter into the contract.

Source: Item 23 — RECEIPTS (FDD pages 62–298)