What is the 'Fund' referring to in the context of Annex Brands marketing?

FRANCHISOR. Recognizing the value of marketing to the goodwill and public image of Centers, Franchisor maintains, and administers a marketing fund (the "Fund") for such marketing as Franchisor, in its sole discretion, deems necessary or appropriate. Franchisor directs all marketing and promotional programs of the Fund, with sole discretion over the creative concepts, materials, endorsements, and media used for the programs, the composition of all geographic territories and market areas for the development and implementation of programs, and the placement and allocation of all marketing. Any businesses owned by Franchisor or any of its affiliates will contribute to the Fund on the same basis as Franchisee.

Franchisee agrees that the Fund may be used to meet any and all costs of maintaining, administering, directing, developing and preparing national, regional or local marketing materials, brand and marketing assets, programs, and public relations activities, including the costs of preparing and conducting television, radio, magazine, billboard, print or digital, Internet, email marketing programs, social media platforms, online directory listings, other networking platforms, and other media programs and activities, the costs of employing advertising agencies or suppliers to assist therewith, and the cost of providing promotional posters or brochures, print or digital marketing materials, and other sales aids to Centers. Franchisee also agrees that the fund may be used for soliciting the sale of franchises.

The Fund will be accounted for separately from other funds of Franchisor and will not be used to defray any of Franchisor's general operating expenses, except such reasonable salaries, administrative costs, and overhead as Franchisor may incur in activities related to the administration or direction of the Fund and its programs (including conducting market research, preparing marketing materials or brand and marketing assets, and collecting and accounting for contributions to the Fund). An unaudited report of the operation of the Fund will be prepared annually by Franchisor within 90-120 days after each fiscal year end, and will be made available to Franchisee on written request. Franchisor may spend in any fiscal year an amount greater or less than the aggregate contributions of Centers to the Fund in that year. If less than the aggregate contribution amount is spent in 1 year, then the remainder will roll over to the next year. There will be no markup or profit to Franchisor from marketing, promotional programs or the collection and administration of the Fund.

Franchisee understands and acknowledges that the Fund is intended to maximize general recognition and patronage of the Marks and Centers for the benefit of Franchisor and all Centers. Franchisee agrees to participate in all Fund programs. Franchisee has the right to set its own prices, except that Franchisee agrees to honor fully all coupons, price-reduction promotions and other promotions/programs as directed by Franchisor. Franchisor undertakes no obligation in developing, implementing, or administering marketing or public relations programs to ensure that expenditures which are proportionate or equivalent to contributions from Centers in any geographic area are made for that area. Franchisor assumes no direct or indirect liability or obligation to Franchisee with respect to the maintenance, direction, or administration of the Fund except as expressly provided in this Agreement.

Source: Item 22 — Contracts (FDD pages 109–110)