Do you understand the risks of developing and operating an Augusta Lawn Care Business?

4.3 Rights Reserved

Augusta Lawn Care retains all rights that are not expressly granted to you under this Agreement. Without limiting this broad retention, and without granting You any rights therein, Augusta Lawn Care shall have the right to:

• (a) Operate an Augusta Lawn Care concept at a trade show booth, or similar temporary location, within Your Approved Territory for up to fifteen (15) consecutive days;
• (b) Offer Augusta Lawn Care franchises to others for any site outside Your Approved Territory regardless of how close the site is to Your Approved Territory;
• (c) Sell, rent and distribute any Proprietary Services directly or indirectly, and/or license others to sell and distribute, any Proprietary Services, directly or indirectly, from any location to any purchaser (including, but not limited to, sales made to purchasers in the Approved Territory through retail establishments, mail order, independent distributors, wholesale distribution, phone order, and on the Internet, and/or sales to delivery customers), except that Augusta Lawn Care shall not do so from an Augusta Lawn Care Business inside the Approved Territory;
• (d) Develop, operate, and franchise others to operate, any business concept except an Augusta Lawn Care Business at any place, including within the Approved Territory, and use the Marks or any other trademarks owned, licensed, or developed by Augusta Lawn Care or its Affiliates in connection with those concepts, even if such concepts sell products and services similar to, the same as or competitive with, the Proprietary Services;
• (e) In its sole discretion, approve or disprove other franchisees' requests to purchase local advertising that penetrates Your Approved Territory; and
• (f) Merge with, acquire or be acquired by, any business of any kind under other systems and/or other marks, which business may offer, sell, operate or distribute and/or license others to offer, sell, operate and distribute goods and services through franchised or non-franchised businesses, at wholesale or retail, within and outside the Approved Territory.

7.2.2 Compliance with Manual

You shall operate Your Augusta Lawn Care Business in complete compliance with the standards and specifications, as set forth in the Manual, or otherwise in writing. Augusta Lawn Care may make changes to any of these standards and specifications, at any time, in Augusta Lawn Care's sole and absolute discretion. Such changes may necessitate the purchase of equipment, supplies furnishings or other goods, completion of additional training by Your employees, remodeling of the Augusta Lawn Care Business, or other cost to You. You shall promptly conform to the modified standards and specifications at Your own expense. You shall, at all times, keep Your copy of the Manual current (by, for example, inserting in it revised pages given to You by Augusta Lawn Care and deleting superseded pages, or downloading from Augusta Lawn Care's website, the current version of the Manual upon notification of any revision to the Manual). If there is any dispute as to the requirements of the Manual at any point in time, the terms of the master copy of the Manual maintained by Augusta Lawn Care will control.

7.2.4 Inspections.

In an effort to advance the protection and enhancement of the Augusta Lawn Care brand and the Marks, Augusta Lawn Care and/or its designated agents or representatives may conduct periodic quality control and records inspections of the Augusta Lawn Care Business at any time during the Term. Inspections may be made with or without prior notice. Without limiting the foregoing, you grant Augusta Lawn Care and its agents the right to: (a) enter upon the Augusta Lawn Care Business premises for the purpose of conducting inspections, and you shall cooperate with Augusta

Lawn Care representatives in such inspections by rendering such assistance as they may reasonably request; (b) photograph your Augusta Lawn Care Business and observe and record video of your Business's operation for consecutive or intermittent periods as Augusta Lawn Care deems necessary; (c) interview your personnel and customers; and (d) inspect and copy any books records and documents related to your Augusta Lawn Care Business's operation. You shall take such steps as may be necessary to correct immediately any deficiencies detected during any such inspection. If any inspection reveals that you are not in compliance with any provision of this Agreement, the Manual, or any of Augusta Lawn Care's standards and/or specifications, you shall be deemed in breach of your obligations under this Agreement and Augusta Lawn Care shall have the right to terminate this Agreement as provided under Section 10.2 of this Agreement, if you fail to cure the breach before the expiration of all applicable notice and cure periods. You further agree that You will reimburse Augusta Lawn Care for its representative's time and travel expenses if an additional inspection at the Augusta Lawn Care Business is required when a violation has occurred and You have not corrected the violation.

7.2.5 Customer Satisfaction

You must present customers with such evaluation cards or forms as the Franchisor may periodically prescribe, for return by the customers to Augusta Lawn Care If Your scores from the customer response forms do not meet Augusta Lawn Care's then-current standards, as may be described in the Manual, Augusta Lawn Care may suggest ways in which You can improve Your scores. If You do not take immediate, effective steps to bring Your operation into conformity with Augusta Lawn Care's standards, Your failure to do so will constitute a material breach of this Agreement, and You shall be subject to termination pursuant to Section 10.2.

10.3 Rights and Obligations After Termination or Expiration

Upon termination of this Agreement for any reason, the parties will have the following rights and obligations:

• (a) Augusta Lawn Care will have no further obligations under this Agreement.

• (b) You shall pay Augusta Lawn Care a fee of, at least, Five Thousand Dollars ($5,000) to account for our legal and/or administrative costs;

• (c) You shall give the final accounting for the Augusta Lawn Care Business, pay Augusta Lawn Care within thirty (30) days after termination all payments due to Augusta Lawn Care, and return the Manual and any other property belonging to Augusta Lawn Care.

• (d) You shall immediately and permanently cease to operate the Augusta Lawn Care Business.

You shall immediately and permanently stop using the Marks or any confusingly similar marks, the System, or any advertising, signs, stationery, or forms that bear identifying marks or colors that might give others the impression that You are operating an Augusta Lawn Care Business, You shall refrain from any statement or action that might give others the impression that You are or ever were affiliated with the Augusta Lawn Care Franchise Network.

• (e) You shall promptly sign any documents and take any steps that, in the judgment of Augusta Lawn Care, are necessary to delete Your listings from classified telephone directories, disconnect, or, at Augusta Lawn Care's option, assign the Augusta Lawn Care all telephone numbers that have been used in the Augusta Lawn Care Business, and terminate all other references that indicate You are or ever were affiliated with Augusta Lawn Care or an Augusta Lawn Care Business.

By signing this Agreement, You irrevocably appoint Augusta Lawn Care as Your attorney-infact to take the actions described in this paragraph if You do not do so Yourself within seven (7) days after termination of this Agreement.

You further irrevocably assign Your telephone numbers listed on Exhibit A, or hereinafter acquired for the operation of Your Augusta Lawn Care Business, to Augusta Lawn Care.

• (f) You shall maintain all records required by Augusta Lawn Care under this Agreement for a period of not less than five (5) years after final payment of any amounts You owe to Augusta Lawn Care when this Agreement is terminated (or such longer period as required by applicable law).

7.6 Insurance

7.6.1 Minimum Insurance Requirements

You shall procure, prior to the commencement of any activities or operations under this Agreement, and shall maintain in full force and effect at all times during the term of this Agreement (and for such period thereafter as is necessary to provide the coverages required hereunder for events having occurred during the term of this Agreement), at Your expense, an insurance policy or policies protecting You, Augusta Lawn Care, and their respective officers, directors, partners, agents and employees against any demand or claim with respect to personal injury, death or property damage, business interruption, or any loss, liability or expense whatsoever arising or occurring upon or in connection with the Business, including, but not limited to, comprehensive general liability insurance, property insurance (including, but not limited to, fire, vandalism, and malicious mischief insurance for the replacement value of the Augusta Lawn Care Business and its contents), casualty insurance, business interruption insurance, statutory workers' compensation insurance, employer's liability insurance, product liability insurance, and automobile insurance coverage for all vehicles used in connection with the operation of Business, if applicable. Such policy or policies shall be written by a responsible carrier or carriers acceptable to Augusta Lawn Care, shall name Augusta Lawn Care and its subsidiari

Source: Item 23 — RECEIPTS (FDD pages 44–184)