What constitutes a breach of the B Bops franchise agreement by the franchisee?

t specifications.

In the event Company determines in its reasonable judgment (through inspection or otherwise) that Franchisee has failed to maintain the Franchise Premises in accordance with Company's standards for cleanliness, condition and appearance, Company shall notify Franchisee of the deficiencies and demand that specific corrective action be taken. If Franchisee fails within ten (10) days after receipt of such notice to correct the deficiencies or to implement and diligently pursue a program for the correction of such deficiencies, Company or its agents shall be entitled (but not required) to enter the Franchise Premises (without liability for trespass or other tort) to make such repairs and perform such

refurbishing or redecorating as may be necessary to bring the Franchise Premises into compliance with Company's standards, all at the expense of Franchisee. Franchisee agrees to pay Company on demand for all reasonable expenses incurred by Company in correcting the deficiencies, plus interest at the rate specified in Section 9(E) hereof from the date of payment by Company.

• G. Modifications to System. Franchisee acknowledges that the Licensed System must continue to evolve in order to exploit new and changing consumer demands and, accordingly, that modifications and additions to the Licensed System may be necessary from time to time during the Term of this Agreement in order to preserve and enhance the public image of a B-Bop's Restaurant. Franchisee agrees that Company may from time to time modify, add to or otherwise revise the Licensed System, the Licensed Marks or the standards as set forth in the Operations Manual, provided that no such modification, addition or revision shall be commercially unreasonable under the circumstances or alter or conflict with the terms of this Agreement. Franchisee agrees to promptly accept and implement at its expense any of such modifications, additions or other revisions to the Licensed System, the Licensed Marks or the standards as set forth in the Operations Manual within such period of time as Company shall specify.
• H. Inspections. Company shall have the right from time to time to enter the Franchise Premises during business hours, without prior notice, for the purpose of making periodic inspections of the Franchise to ensure compliance of Franchisee's operations with the standards and policies of the Operations Manual and with the terms of this Agreement. Franchisee agrees to cooperate with Company's representatives in all such inspections and render such assistance as may reasonably be requested. Franchisee acknowledges that Company shall be entitled during any inspection to interview Franchisee's employees or customers. Franchisee agrees to remedy any noncompliance with Company policies or standards noted during any inspection within ten (10) days of the date of inspection, or within such longer period as Company may in its discretion grant. Franchisee acknowledges that continuous noncompliance with Company standards and policies, even though remedied after each inspection, shall constitute grounds for termination of this Agreement.
• I. Other Businesses. Franchisee shall not directly or indirectly operate or engage in any business or activity, other than a B-Bop's Restaurant, on the Franchise Premises without the prior written consent of Company. Franchisee shall be restricted to preparing and serving only those food and beverage items as may be included from time to time in Company's standard menu. Products or services not included in the Licensed System may not be sold, displayed, offered or used in the Franchise, except with the prior written consent of Company.
• J. Accounts Payable. Franchisee shall promptly pay when due all accounts payable and other invoices or obligations of whatever nature incurred by Franchisee in operation of the Franchise, whether such payments are to be made to Company or to third parties.
• 1. CONTINUING OBLIGATIONS OF COMPANY. Subject to the terms and

conditions of this Agreement, Company agrees to provide Franchisee with the following services and assistance during the term of this Agreement:

• A. Development of Advertising. Company shall, with the funds collected pursuant to the advertising fee paid by Franchisee and all other franchisees, develop and provide to Franchise advertising, promotional and public relations campaigns to promote the Licensed System and the Licensed Marks. All decisions from time to time regarding the content, concepts, materials and media used in developing such campaigns shall be within the sole discretion of Company.

Source: Item 22 — CONTRACTS (FDD page 53)