What is N2's role in performing services under the Belocal agreement?

IBIT F N2 FRANCHISEE SERVICES AGREEMENT

This N2 Franchisee Services Agreement (this "Agreement") dated as of [INSERT DATE] (the "Effective Date"), is entered into by and between The N2 Company, a Delaware corporation, with its principal place of business located in Irving, Texas ("N2"), and [FRANCHISEE NAME] (the "Franchisee").

1. Services. Pursuant to this Agreement, N2 will provide to the Franchisee the services selected below (the "Services") and described more fully in Exhibit A. The Services will be provided in accordance with N2's then-current Service Guidelines, which N2 may update from time to time to reflect changes in service delivery, best practices, or business needs.

• 1. Fees and Expenses. For the Services to be performed hereunder, the Franchisee will pay N2 the applicable fees (the "Fees") listed in Exhibit A. The Fees will be deducted from the Commissions (as defined under Franchisee's applicable Franchise Agreement) owed to the Franchisee by N2's affiliate, N2 Franchising, Inc. Franchisee will be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Franchisee hereunder; provided, that, in no event will Franchisee pay or be responsible for any taxes imposed on, or regarding, N2's income, revenues, gross receipts, personnel, or real or personal property or other assets. All late payments shall bear interest at the lesser of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Franchisee shall also reimburse N2 for all reasonable costs incurred by N2 in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which N2 does not waive by the exercise of any rights hereunder), N2 shall be entitled to suspend the provision of any Services if the Franchisee fails to pay any amounts when due hereunder and such failure continues for 7 days following written notice thereof. N2 has the right to modify (including by increasing) any of the Fees upon 45 days' written notice to Franchisee.
• 1. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to the Franchisee under this Agreement or prepared by or on behalf of N2 in the course of performing the Services (collectively, the "Deliverables") shall be owned exclusively by N2. N2 hereby grants the Franchisee a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free

and perpetual basis, solely to the extent necessary to enable the Franchisee to make reasonable use of the Deliverables and the Services.

• 1. Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services unless sooner terminated pursuant to Section 5 (the "Term").
• 1. Termination. Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Source: Item 22 — CONTRACTS (FDD page 71)