What is the definition of the 'Advertising Obligation' for Ben Jerrys operators?

s to avoid public dissemination of any confidential financial information in a manner that would identify OPERATOR as the source of such information. BEN & JERRY'S also has the right to share such data and other information with third parties, including consultants and existing and potential operators.

• 11.6 In addition to the data required to be submitted to BEN & JERRY'S by this Section 11, OPERATOR must provide BEN & JERRY'S with the information that BEN & JERRY'S reasonably requires concerning OPERATOR'S compliance with BEN & JERRY'S data and cybersecurity requirements.

12. MARKETING AND PROMOTION

Recognizing the value of marketing and promotion, and the importance of the standardization of marketing and promotion programs to the furtherance of the goodwill and public image of the System, OPERATOR and BEN & JERRY'S agree as follows:

• 12.1 BEN & JERRY'S reserves the right to require that OPERATOR, during each month, expend or contribute on advertising and promotion an amount, which, in the aggregate, is equal to four percent (4%) of OPERATOR's Gross Sales during the preceding month to advertise and to promote the Scoop Shop (together, the "Advertising Obligation"). The Advertising Obligation shall be in the form of the following, and in such proportions as may be designated by BEN & JERRY'S in writing from time to time: (i) contributions paid to the Fund, pursuant to Section 12.2 below, (ii) expenditures by OPERATOR on "local advertising and promotion" pursuant to Section 12.3, and/or (iii) contributions paid to any Cooperative, as may be established pursuant to Section 12.3.4 below. As of the Effective Date and until written notice from BEN & JERRY'S, the allocation shall be as follows: two percent (2%) of Gross Sales shall be contributed by OPERATOR to the Fund, and two percent (2%) of Gross Sales shall be spent by OPERATOR on local advertising and promotion. OPERATOR understands and acknowledges the Advertising Obligation is the minimum requirement only, and that OPERATOR may, and is encouraged to, expend additional funds for marketing and promotion.
• 12.2 BEN & JERRY'S has established a marketing fund for the system (the "Fund"). During the existence of the Fund, OPERATOR shall contribute to the Fund in the manner specified in Section 4.5, such amounts as BEN & JERRY'S may specify in accordance with Section 12.1 above. The Fund shall be maintained and administered by BEN & JERRY'S as follows:
• 12.2.1 BEN & JERRY'S shall have the right to direct all marketing programs, and to determine the concepts, materials, and media used in such programs and the placement and allocation thereof. BEN & JERRY'S is not obligated, in administering the Fund, to make expenditures for OPERATOR which are equivalent or proportionate to OPERATOR's contribution, or to ensure that any particular OPERATOR benefits directly or pro rata from expenditures by the Fund. Contributions to the Fund are not held by BEN & JERRY'S in trust and BEN & JERRY'S does not have any fiduciary obligation to OPERATOR with respect to contributions to the Fund. Contributions to the Fund are not refundable to OPERATOR and, once received by BEN & JERRY'S, will be used in accordance with this Section 12.2;
• 12.2.2 The Fund, all contributions thereto, and any earnings thereon, shall be used to meet any and all costs of maintaining, administering, directing, conducting, and preparing marketing, advertising, public relations, and/or promotional programs and materials, and any other activities including socially responsible activities consistent with BEN & JERRY's social mission, including, among other things, the costs of preparing and conducting media marketing campaigns (including Social Media) and developing, promoting and marketing the names of ice cream flavors to make political and other social statements; direct mail advertising; marketing surveys and other public relations activities; employing advertising and/or public relations agencies to assist therein; sponsorship of organizations and events, including athletic teams, fund raising activities, tournaments and other similar activities; purchasing promotional

items; conducting and administering in-store promotions; and providing promotional and other marketing materials and services to the Shops operating under the System;

• 12.2.3 OPERATOR shall contribute to the Fund by separate payment made payable (or as otherwise directed for payment) to BEN & JERRY'S. All sums paid by OPERATOR to the Fund shall be accounted for separately and shall not be used to defray any of the expenses of BEN & JERRY'S, except for such costs and overhead, if any, as BEN & JERRY'S may incur in activities related to the management, direction and implementation of the Fund and marketing programs for operators and the System, including costs of personnel for creating and implementing marketing, advertising, and promotional programs. BEN & JERRY'S shall maintain separate bookkeeping accounts for the Fund;
• 12.2.4 BEN & JERRY'S, upon OPERATOR's reasonable written request, shall provide OPERATOR with an annual accounting of Fund receipts and disbursements; and
• 12.2.5 BEN & JERRY'S reserves the right, in its sole discretion, to discontinue the Fund upon written notice to OPERATOR.
• 12.3 With respect to "local advertising and promotion" for the Scoop Shop, OPERATOR shall comply with the following:
• 12.3.1 OPERATOR shall spend such amounts as BEN & JERRY'S may specify in accordance with Section 12.1 above and 12.4 below for the Grand Opening. For any month in which OPERATOR is required to make expenditures on local advertising and promotion, OPERATOR shall submit to BEN & JERRY'S, in accordance with the procedures set forth in Section 4.5 above or as otherwise specified by BEN & JERRY'S, detailed reports describing the amount of money expended on advertising, marketing and promotion during the previous month (or other time period specified by BEN & JERRY'S). Additionally, at the request of BEN & JERRY'S or as BEN & JERRY'S may specify in the Manual or otherwise in writing, OPERATOR shall submit bills, statements, invoices, or other documentation satisfactory to BEN & JERRY'S to evidence OPERATOR's advertising or marketing activities;

Source: Item 22 — CONTRACTS (FDD pages 133–134)