Does the Angry Chickz Franchise Agreement table of contents outline any obligations of the franchisee?

[Item 22: CONTRACTS]

ITEM 22 CONTRACTS

Exhibit A - Franchise Agreement

Exhibit B - Area Development Agreement

Exhibit C - General Release

Exhibit D – Continuing Guaranty

Exhibit E - Confidentiality Agreement

Exhibit J - State Addenda

Exhibit A

Franchise Agreement

FRANCHISE AGREEMENT

By and Between Angry Chickz Franchising LLC and

______________________________

Table of Contents

Franchisee shall maintain accurate, adequate and verifiable books and supporting documentation relating to such accounting information.

ARTICLE 11 TRADEMARKS

• 11.1 Use of Marks.

Subject to Section 11.5, the Franchised Business shall be named "Angry Chickz".

Franchisee shall use and display Company's trade dress, Marks, and such signs, advertising and slogans only as Company may prescribe or approve.

Franchisee will: (i) maintain the highest standard of quality in the provision, operation, promotion, marketing and advertising of all products and services; (ii) provide high quality services to the public similar, and at least equal to, the type, quality, and distinguishing characteristics of the services being offered by Company and its Affiliates; and (iii) display the Marks in accordance with the Standards.

Upon expiration or sooner termination (including nonrenewal) of this Agreement, Company may execute in Franchisee's name and on Franchisee's behalf, any and all documents necessary or appropriate to end and cause the discontinuance of Franchisee's use of the trade dress and Marks, and Company is hereby irrevocably appointed and designated as Franchisee's attorney-in-fact to do so.

Franchisee shall not imprint or authorize any person to imprint any of the Marks on any product without the prior written approval of Company.

Franchisee shall not use the Marks in connection with any assignment or offering of securities or any request for credit without the prior written approval of Company.

Company may withhold or condition any approval related to the Marks.

Franchisee shall identify the Franchised Business as independently owned and operated under a license from Company, in the form and manner specified by Company, including on all invoices, order forms, receipts, checks, business cards, on posted notices at the Franchised Business and in other media and advertisements.

Company may withhold or condition any approval related to the Marks.

• 11.2 Non-Use of Trade Name.

If Franchisee is an Entity, it shall not use Company's Marks, or Company's trade name, or any words or symbols which are confusingly similar, phonetically or visually, to the Marks, as all or part of Franchisee's name.

13.2 Assignment by Franchisee.

• 13.2.1 The rights and duties created by this Agreement are personal to Franchisee. This Agreement has been entered into by Company in reliance upon and in consideration of the singular individual or collective character, reputation, skill attitude, business ability, and financial capacity of Franchisee, or if applicable, its Owners who will actively and substantially participate in the development ownership and operation of the Franchised Business. Accordingly, neither Franchisee nor any Owner (other than Company, if applicable) shall cause or permit any Assignment without Company's prior written consent. If Company grants its consent, Company may impose any condition, including some or all of the following (any of which may be waived by Company), each of which the parties deem to be reasonable:

• (a) that Franchisee provide a detailed description of the price and all material terms and conditions of the proposed Assignment and the identity of the proposed assignee and such other information as Company may reasonably request;

• (b) that Franchisee's rights and obligations to occupy such location shall have been assigned to, and assumed by, the transferee, and that any applicable consent to such transfer has been obtained, and all pertinent documentation been delivered to Company for Company's review and acceptance;

• (c) that Franchisee's right to receive payments in connection with the Assignment shall be subordinated to Company's rights to receive any outstanding monetary obligations or other outstanding obligations due from Franchisee or transferee under any agreement with Company or any Affiliate, whether arising before or after the Assignment;

• (d) that Franchisee provides Company a true and correct list of all Owners having an interest in this Agreement or in Franchisee, the percentage interest of Owner, and a list of all officers and directors, in such form as Company may require;

• (e) that Franchisee shall have complied with Section 13.3 and Company shall not have exercised the ROFR;

• (f) that Franchisee shall not be in default under the terms of this Agreement (or any other related agreement), all agreements with Company's Affiliates, the Manual(s) or any other obligations owed Company;

• (g) that all obligations to third parties in connection with the Franchised Business shall have been satisfied or assumed by the transferee;

• 18.4 Survival of Obligations. Termination or expiration (including nonrenewal) shall be without prejudice to any other rights or remedies that Company or Franchisee, shall have in law or in equity. In no event shall a termination or expiration (including nonrenewal) of this Agreement affect Franchisee's obligations to take or abstain from taking any action in accordance with this Agreement. The provisions of this Agreement which by their nature or expressly constitute post-termination (or post-expiration or post-nonrenewal) covenants and agreements shall survive the termination or expiration (including nonrenewal) of this Agreement.
• 18.5 Successors and Assigns; Benefit. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Company and Franchisee and its or their respective heirs, executors, administrators, successors and assigns, subject to the restrictions on Assignment contained in this Agreement. This Agreement is for the benefit of the parties only, and, except as expressly provided in this Agreement, is not intended to and shall not confer any rights or benefits upon any person who is not a party to this Agreement.
• 18.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws principles, except that (a) the provisions in Section 12.1 and to the extent applicable, Section 12.5, shall be governed by the laws of the state in which the Franchised Business is located, and (b) state law relating to (i) the offer and sale of franchises (ii) franchise relationships, or (iii) business opportunities, will not apply unless the applicable jurisdictional requirements are met independently without reference to this paragraph.
• 18.7 Entire Agreement; Amendments. This Agreement and the Manual(s) contain all of the terms and conditions agreed upon by the parties with reference to the subject matter of this Agreement. No other agreements concerning the subject matter of this Agreement, oral or otherwise, shall be deemed to exist or to bind any of the parties. All prior or contemporaneous agreements, understandings and representations relating to the subject matter of this Agreement, are merged and are expressly superseded by this Agreement, except such representations as are made in any franchise disclosure document required to be received by Franchisee under Applicable

ARTICLE 15 RIGHTS AND OBLIGATIONS UPON TERMINATION, EXPIRATION, NON-RENEWAL, ETC.

• 15.1 General. In the event of rescission of this Agreement, and/or upon the expiration or termination (including nonrenewal) of Franchisee's rights granted under this Agreement:

  • 15.1.1 Franchisee shall immediately cease to use all Confidential Information, the Marks, and any confusingly similar trademark, service mark, trade name, logotype, or other commercial symbol or insignia. Franchisee shall immediately return the Manual(s), all training materials, records, customer lists, IS Data, files, advertising and promotional materials and all other written materials incorporating or containing Confidential Information. Franchisee shall at its own cost make cosmetic changes to the Franchised Business so that it no longer contains or resembles Company's proprietary designs and trade dress. Franchisee shall remove all materials that would identify the Franchised Business as a Restaurant and otherwise as a business operated under the Marks, System and Standards, and remove distinctive cosmetic features and finishes, lighting, FFE, décor, logos, signs, menus, decals, floor and wall coverings and colors, and exterior finishes and colors, as Company may direct. Franchisee shall, at Company's request, immediately grant Company access to the Franchised Business to make cosmetic changes to the Franchised Business so that it no longer resembles a Restaurant. Company is permitted to identify in the Manual(s) additional actions Franchisee must take following termination or expiration (including nonrenewal) to de-identify the Franchised Business, and Franchisee will timely perform all such additional actions.
  • 15.1.2 Company may retain all fees paid pursuant to this Agreement, and Franchisee shall immediately pay any and all amounts owing to Company, its Affiliates, and/or Suppliers.
  • 15.1.3 Any and all obligations of Company to Franchisee under this Agreement shall immediately cease and terminate.

• 15.1.4 Franchisee shall immediately cease and thereafter refrain from representing itself as then or formerly a franchisee or other affiliate of Company.

Source: Item 22 — CONTRACTS (FDD page 54)