What is included in the Beard Papas Franchise Agreement?

WHEREAS, Franchisor has developed a distinctive and proprietary system (the "System") for the establishment, development and operation of a Beard Papa's shop featuring fresh and natural cream puffs and a limited selection of other desserts and beverages and other menu items(each, a "Franchised Business" or "Shop");

WHEREAS, the System and, therefore, each Shop is identified by the Marks (defined below) and distinctive trade dress, service offerings, business formats, equipment, products, supplies, operating procedures, programs, methods, procedures, and marketing and advertising standards, all of which are part of the System and all of which Franchisor may modify from time to time;

WHEREAS, Franchisee has entered into a Beard Papa's Franchise Agreement (the "Franchise Agreement") for the development and operation of a Beard Papa's Shop (the "Shop" or "Franchised Business") featuring fresh and natural cream puffs and a limited selection of other desserts and beverages and other menu items that Franchisor authorizes (the "Approved Services and Products") under the Licensed Marks (defined below);

WHEREAS, you represent that you have received and have thoroughly reviewed the completed Franchise Agreement, including the completed Schedules and Exhibits attached thereto;

"Abandonment" refers to and means the conduct of the Franchisee, including acts of omission as well as commission, indicating the willingness, desire or intent of the Franchisee to discontinue the

"Effective Date" refers to the "Effective Date" of the Franchise Agreement as the term "Effective Date" is set forth and defined in the Franchise Agreement. If, for any reason, the Effective Date cannot be determined by reference to the Franchise Agreement, the Effective Date shall be the date that you sign this Agreement.

Upon expiration, termination, or Transfer of this Agreement for any reason, Franchisee shall immediately:

• (1) Permanently cease to be a franchise owner of the Shop that was the subject of this Agreement and cease to operate such Shop under the System;
• (2) Directly or indirectly, hold itself out to any person or entity, or represent itself, as a present or former Beard Papa's Shop franchisee;
• (3) Permanently cease to use, in any manner: (a) the System including, without limitation, the Confidential Information, the Licensed Marks, the Business Management System Data, and the Operations Manual; (b) any methods, procedures, or techniques associated with the System in which Franchisor possesses proprietary rights or that constitute Franchisor's trade secrets; (c) System Supplies, including communicating with or ordering products from Franchisor's designated suppliers and vendors of System Supplies; (d) the Approved Services and Products; and (e) any other advertising, marketing, media, and any other information, documents or things associated with Franchisor, the System, the Licensed Marks, Beard Papa's Shops, the Franchised Business, and Franchisee's former Beard Papa's Shop, including, without limitation, any confidential, proprietary methods, procedures, descriptions of products, techniques, trade secrets, recipes, proprietary marks, distinctive forms, slogans, symbols, signs, stationary, advertising material, articles, logos, devices, items and all other things, tangible or intangible, associated with Franchisor, the System, the Licensed Marks, and Beard Papa's Shops;
• (4) Return to Franchisor the Operations Manual (including any and all parts, supplements, and copies of the Operations Manual), the Confidential Information (including without limitation the Business Management System Data and all customer lists and information), and all other confidential materials, equipment, software, information, and property owned by Franchisor and all copies thereof provided, however, that Franchisee may retain Franchisee's copies of this

Source: Item 23 — RECEIPTS (FDD pages 58–275)