Under what condition can the Anago license granted in the NBDS License Agreement be terminated?

• (j) Termination. The license granted under this Agreement for any Software terminates at the expiration or termination of this Agreement, or as otherwise provided in this Agreement.

Upon expiration or termination of this Agreement, the Subfranchisor will immediately deliver to the Franchisor all Software and Related Materials.

This requirement will apply to all copies in any form including translations, compilations or partial copies.

If You are in default We may, at Our option, terminate all rights granted to You under this Agreement, without affording You an opportunity to cure the default, effective immediately upon notice to You, upon the occurrence of any of the following Events of Default:

• (a) If You cease to perform contracted service to the Accounts for more than 3 consecutive days without Our consent;
• (b) If You fail or refuse to comply with any mandatory specification, standard or operating procedure We require in this Agreement, in the Manual or otherwise in writing, on the cleanliness or sanitation of the Anago Unit Franchise;
• (c) If You, or Your officer, director, owner or managerial employee is convicted of a felony, a crime of moral turpitude or any other crime or offense that We reasonably believe is likely to have a material adverse effect on the System, the Proprietary Property, the goodwill associated with the Proprietary Property, or Our interest in any of the Proprietary Property, unless You immediately and legally terminate the individual as an officer, director, owner and employee;
• (d) If You deny Us the right to inspect the Anago Unit Franchise or to audit the Records of the Anago Unit Franchise;
• (e) If You engage in conduct that is harmful to or reflects unfavorably on You or the System in that the conduct exhibits a reckless disregard for the physical or mental well-being of employees, Clients, Our representatives or the public at large, including battery, assault, sexual harassment or discrimination, racial harassment or discrimination, alcohol or drug abuse or other forms of threatening, outrageous or unacceptable behavior as determined in Our sole discretion;
• (f) If You, contrary to this Agreement, purport to encumber or transfer any rights or obligations under this Agreement (including transfers of any interest in You), without Our written consent;
• (g) If any breach occurs under Sections 6.2 or 13.1 concerning confidentiality and noncompetition covenants;
• (h) If You knowingly maintain false Records, or knowingly submit any false Records to Us;
• (i) If You misuse or make any unauthorized use of the Proprietary Property or otherwise materially impair the goodwill associated with the Proprietary Property or Our rights in the Proprietary Property;
• (j) If You receive from Us 3 or more Notices of Default for the same or similar defaults during any 12 consecutive months, even if all defaults were cured;
• (k) If You lose or voluntarily cease service to all Anago contracts You have agreed to service, and subsequently fail to complete corrective measures classes with 90 days of notice to

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