What constitutes evidence of a Bambu franchisee's failure to substantially comply with the terms of the agreement?

ments between Franchisee and Bambu, within five days after notice to Franchisee that such fees or amounts are overdue.

• g. Misuse of Marks. If Franchisee misuses or fails to follow Bambu's directions and guidelines concerning use of Bambu's Marks and fails to correct the misuse or failure within 48 hours after notification from Bambu.
• h. Unauthorized Disclosure. If Franchisee intentionally or negligently discloses to any unauthorized person the contents of or any part of Bambu's FRC Materials or any other trade secrets or confidential information of Bambu.
• i. Violation of Restrictive Covenants. If Franchisee, its affiliates, Principals or any individual subject to the Restrictive Covenants described in Article 21 intentionally or negligently violates those covenants.
• j. Repeated Noncompliance. If Franchisee has received two previous notices of default from Bambu and is again in default of this Agreement within a 12-month period, regardless of whether the previous defaults were cured by Franchisee.
• k. Unauthorized Transfer. If Franchisee sells, transfers or otherwise assigns the Franchise, an interest in the Franchise or Franchisee entity, this Agreement, the Bambū shoppe or a substantial portion of the assets of the Bambū shoppe owned by Franchisee without complying with the provisions of Article 17 above.
• l. Insufficient Funds Checks. If Franchisee tenders to Bambu or its affiliated companies a no account or insufficient funds check as payment for amounts due two or more times during the term of this Agreement.
• m. Health and Safety. If Franchisee operates the shoppe in a manner that imminently endangers the public health or safety including, without limitation, failure to comply with the terms and conditions of any mandatory ingredient or product recall promptly upon receipt of notice from Bambu or public health officials of such recall.
• n. Misrepresentations. If Franchisee (or any of the owners of Franchisee) have made or make material representations or omissions in acquiring the franchise or operating the shoppe.
• o. Purchase from Unapproved Supplier. If Franchisee purchases any products, equipment, materials, supplies and programs for use or sale in its Bambū shoppe from a supplier who has not been approved or designated by Bambu for such item and fails to cure the default within 48 hours after notification from Bambu.
• p. Failure to Maintain Standards or Comply with FRC Materials. If Franchisee fails to maintain the then current operating procedures and adhere to the specifications and standards established by Bambu as set forth herein or in the then current FRC Materials or otherwise communicated to Franchisee, and fails to cure the default within 48 hours.
• q. Sexual Harassment or Discrimination. Bambu receives credible evidence, which it verifies to its satisfaction, that Franchisee, any of its Principals, or any other management level employee of Franchisee, has sexually harassed or intimidated any individual or intentionally engaged in any racial, ethnic, religious, sexual, or other offensive discrimination against any individual or group.
• r. Executive Order 13224. Patriot Act. Franchisee, or any officer, director, member, manager, or partner of Franchisee (as applicable), or any Principal, violates or becomes subject to United

States Executive Order 13224 or The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act").

• s. Breach of Other Agreement. Franchisee breaches the terms of any other agreement between Bambu and Franchisee and fails to cure said breach during any applicable cure period provided in the other agreement.
• t. Inadequate Guaranties. Any guaranty of this Agreement fails to be a continuing obligation fully enforceable against the guarantor signing the guaranty, or there is any inadequacy of the guaranty or guarantor and the guarantor is unable to provide adequate assurances as required by Bambu.
• u. Filing Non-Compliant Legal Action.

Source: Item 23 — Receipts (FDD pages 52–209)