What section of the Bambu FDD discusses the Bambū system?

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1. GRANT OF DEVELOPMENT RIGHTS

• 1.1. Development Area. Bambu grants to Franchisee the right to develop and establish the number of shoppes described in the Addendum using Bambu's Marks and Bambū system in the geographic area described in the Addendum attached hereto (the "Development Area"). Except pursuant to Section 4.1 below, Bambu shall not establish, nor shall it license any other party to establish, shoppes using the Marks and Bambū system anywhere within the Development Area for so long as this MUD Agreement is in effect. Notwithstanding the foregoing, there may be existing Franchise Agreements in effect as of the date of this MUD Agreement under which Bambu has granted rights to third parties to operate Bambū shoppes in the Development Area (the "Existing Shoppes"). Franchisee agrees and acknowledges that the Franchise Agreements for such Existing Shoppes may remain in effect, and nothing in this MUD Agreement shall prevent, prohibit, or restrict the operations of such Existing Shoppes. Bambu may renew the Franchise Agreements or enter into successor Franchise Agreements for such Existing Shoppes.
• 1.2. Franchisor's Reservation of Rights. Franchisee acknowledges that the rights granted in this MUD Agreement are non-exclusive and that Bambu, for itself and its affiliates, successors and assigns, reserves the rights, among others:
  • (a) to use the Marks to identify any type of products and services, promotional and marketing efforts or related items, and to identify products and services distributed or otherwise made available through alternative channels of distribution (other than Bambū shoppes), at any

location, and on any terms and conditions as Bambu determines including, but not limited to, sales through channels such as wholesale or retail distribution, Internet marketing and distribution, social media marketing, mail order, catalog, retail store display or made-to-order or pre-packaged product sales in grocery stores, at any location;

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9. OPERATING ASSISTANCE

• 9.1 Bambu's Services. Bambu shall, during Franchisee's operation of the Bambū shoppe, make available to Franchisee the following services:
• a. Bambu shall give Franchisee access to print and social media advertising and promotional materials and certain creative designs for marketing materials as may be developed by Bambu, the cost of which will be borne by the Marketing and Technology Fund defined in Article 13 below. Bambu reserves the right to charge Franchisee for reproducing advertising materials for Franchisee's use and for similar advertising and marketing costs incurred on Franchisee's behalf.
• b. Upon the reasonable request of Franchisee, consultation by email or telephone regarding the continued operation and management of a Bambū shoppe and advice regarding product quality control, menu items, customer relations, product and merchandise purchase, supply and sale and similar advice.
• c. Provision of seminars or programs, which may be conducted by Bambu or its suppliers and at a frequency to be determined by Bambu, on new methods, equipment, and products.

• d. Updates of information and programs regarding the franchised business, the Bambū concept or the Bambū system, at a frequency to be determined by Bambu, including, without limitation, information about improvements to existing menu items or new menu items, products or merchandise which may be developed and made available to Bambū franchisees as a part of the Bambū system.
• e. Bambu shall make the Training Program available to replacement or additional Bambū Certified Team Leaders during the term of this Agreement. Bambu reserves the right to charge a tuition or fee in an amount payable in advance, commensurate with the then current published prices of Bambu for such training. Franchisee shall be responsible for all travel, lodging, and meal expenses incurred by its personnel during the training program. The availability of the training programs shall be subject to space considerations, training staff availability and prior commitments to new Bambū franchisees.

10. FRANCHISEE'S OPERATIONAL COVENANTS

• 10.1 Business Operations.

Franchisee acknowledges that it is solely responsible for the successful operation of its Bambū shoppe and that the continued successful operation thereof is, in part, dependent upon Franchisee's compliance with this Agreement and the FRC Materials.

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2. GRANT OF FRANCHISE

• 2.1 Grant of Franchise. Bambu grants to Franchisee, and Franchisee accepts from Bambu, the right to use the Marks and Bambū system in connection with the establishment and operation of one Bambū shoppe, at the location described in Article 3 of this Agreement. Franchisee agrees to use the Marks and Bambū system, as they may be changed, improved, and further developed by Bambu from time to time, only in accordance with the terms and conditions of this Agreement.
• 2.2 Scope of Franchise Operations. Franchisee shall at all times comply with Franchisee's obligations hereunder and shall continuously use best efforts to promote and operate the Bambū shoppe. Franchisee shall utilize the Marks and Bambū system to operate all aspects of the business franchised hereunder in accordance with the methods and systems developed and prescribed from time to time by Bambu, all of which are a part of the Bambū system. Franchisee's Bambū shoppe shall offer all products and services as Bambu designates and shall be restricted from offering or selling any products and services not previously approved by Bambu in writing. If Franchisee is a corporation, partnership, limited liability company or other entity, Franchisee shall not engage in any business other than the operation of a Bambū shoppe.

3. FRANCHISED LOCATION AND TERRITORIAL RIGHTS

3.1 Franchised Location. Franchisee is granted the right and franchise to own and operate a Bambū shoppe at the address and location which shall be set forth in Attachment I, attached to this Agreement ("Franchised Location"). If, at the time of execution of this Agreement, the Franchised Location cannot be designated as a specific address because a location has not been selected and approved, then Franchisee

shall promptly take steps to choose and acquire a location for its Bambū shoppe within the "Designated Area," set forth in Attachment I. In such circumstances, Franchisee shall select and propose to Bambu for Bambu's prior written approval a specific location for the Franchised Location which, once approved by Bambu, shall then be described in the rider to Attachment I.

• 3.2 Protected Area.

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members, managers and/or partners acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such skills. Consequently, enforcement of the covenants made in this Section will not deprive them of their personal goodwill or ability to earn a living. If the restrictions concerning the time duration, geography, affected individuals or entities, or breadth of activity contained in Sections 21.1 and 21.2 are held to be unenforceable under any applicable law, the arbiter of any dispute regarding this Agreement is hereby authorized to and shall make only such limited changes as are necessary to make the restrictions enforceable.

• 21.3 Confidentiality of Proprietary Information.

Franchisee and Bambu acknowledge that the distinctive business format, plans, operating methods, ingredients and cooking recipes, drink and food item preparation information, menu, workflow processes, marketing systems, manuals, product formulas, trademarks, proprietary marks and information and know-how of Bambu which are developed and utilized in connection with the Bambū system are proprietary and confidential ("Confidential Information").

Such Confidential Information is unique, exclusive property and a trade secret of Bambu and has valuable goodwill associated with it.

Franchisee acknowledges that any unauthorized disclosure or use of the Confidential Information would be wrongful and would cause irreparable injury and harm to Bambu.

It is understood that Confidential Information is deemed to include, without limitation, drink and food item preparation information, ingredients and cooking recipes, menus, food preparation techniques and methods, customer and loyalty member lists, vendor lists, any and all information contained in the FRC Materials, and any information of whatever nature which gives Bambu and its affiliates an opportunity to obtain an advantage over its competitors who do not have access to, know or use such techniques, methods, lists, written materials or information.

Franchisee further acknowledges that Bambu has expended a great amount of effort and money in obtaining and developing the Confidential Information, that it would be very costly for competitors to acquire or duplicate the Confidential Information and that any unauthorized disclosure of such Confidential Information shall cause irreparable harm to Bambu.

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• a. to use, and to license others to use, the Marks and Bambū system in connection with the operation of a Bambū shoppe, at any location other than within the Protected Area;

• b. to use the Marks to identify any type of products and services, promotional and marketing efforts or related items, and to identify products and services distributed or otherwise made available through alternative channels of distribution (other than Bambū shoppes), at any location, and on any terms and conditions as Bambu determines including, but not limited to, sales through channels such as wholesale or retail distribution, Internet marketing and distribution, social media marketing, mail order, catalog, retail store display, or made-to-order or pre-packaged product sales in grocery stores, at any location;

• c. to use and license the use of different proprietary marks or methods (for example, if Bambu acquires or is acquired by another business that provides products and services similar to or the same as a shoppe) in connection with the sale of products and services similar to or the same as those which Franchisee sells, whether in alternative channels of distribution or through owning, developing, operating or franchising stores which are the same as, or similar to, or different from Bambū shoppes, at any location, and on any terms and conditions as determined by Bambu;

• d. to use and to license others to use the Marks and Bambū system to establish restaurants similar to Bambū shoppes that service walkup and drive-thru customers but without indoor seating (a "Drive-thru shoppe"), at any location, including in Franchisee's Protected Area; provided that if Bambu desires to open or permit someone else to open a Drive-thru shoppe in Franchisee's Protected Area, Bambu will give Franchisee a right of first refusal to participate in the Drive-thru shoppe with either partial or whole ownership thereof;

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23. DISPUTE RESOLUTION

23.1 Arbitration. All controversies, disputes, claims, causes of action and/or alleged breaches or failures to perform between Bambu, its subsidiaries and affiliated companies, and/or its or their shareholders, members, managers, officers, directors, agents, employees and attorneys, in their representative capacity (collectively, the "Bambu Affiliates"), on the one side, and Franchisee, and its affiliated companies and/or its or their Bambū Certified Team Leaders, employees, officers, directors, owners, and/or guarantors (collectively, the "Franchisee Affiliates"), on the other side, if applicable, arising out of or related to: (1) this Agreement; (2) the relationship of the parties; (3) the validity of this Agreement; or (4) any Bambū system will be submitted for binding arbitration to either the Judicial Arbiter Group ("JAG") or the American Arbitration Association ("AAA"), as selected by the party submitting the demand; except for actions brought which are related to or based on the Marks or to enforce the provisions of Article 21 of this Agreement, which actions Bambu, at its option, may bring either in a court of competent jurisdiction or in arbitration. Notwithstanding the language above, if the action is based on a separate agreement or instrument between Franchisee or any of the Franchisee Affiliates and Bambu or any of the Bambu Affiliates, such as a promissory note or lease, the dispute resolution procedure in that agreement or instrument will control rather than this Section 23.1; provided, that, at Bambu's sole option, any claim of Bambu or any Bambu Affiliates against Franchisee or any of the Franchisee Affiliates based on such other agreement or instrument may be brought in arbitration in conjunction with a dispute between the parties

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It is Franchisee's sole responsibility to ensure that any signs comply with applicable local ordinances, lease covenants, mall regulations, building codes and zoning regulations.

Any modifications to Bambu's standards and

specifications for signage that must be made due to local ordinances, codes or regulations shall be submitted to Bambu for prior written approval. Franchisee acknowledges the Marks, or any other name, symbol or identifying marks on any signs shall only be used in accordance with Bambu's standards and specifications and only with the prior written approval of Bambu.

5.5 Equipment and Inventory. Franchisee shall purchase or otherwise obtain for use or sale at the Franchised Location and in connection with the Bambū shoppe equipment and inventory of a type and in a quantity which complies with the standards and specifications of Bambu. Franchisee acknowledges that the type, quality, configuration, capability and performance of the equipment, inventory and other products and services used or offered through the Bambū shoppe are all standards and specifications which are a part of the Bambū system and therefore such equipment, inventory, products and other items must be purchased, leased or otherwise obtained in accordance with Bambu's standards and specifications and only from Bambu, its affiliates or suppliers and distributors approved or designated by Bambu ("Suppliers"). All menu boards must meet Bambu's specifications as to size, layout and location in Franchisee's Bambū shoppe.

5.6 POS System, Merchant Service, Computers and Telecommunications.

• a.

Franchisee shall purchase or lease for use in the operation of the Bambū shoppe an electronic cash register system, including hardware and software to service the Bambu loyalty rewards program, inventory, and timekeeping applications ("POS System") that meets Bambu's specifications and from a supplier designated by Bambu.

Franchisee shall acquire and equip the Bambū shoppe with such other computers, equipment and applications as designated by Bambu from time to time.

Such equipment may include hardware, software and possible online subscription applications.

Bambu reserves the right to independently access sales and other information about the performance of the Bambū shopp

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