What specific details of the Ben Jerrys System does the operator need to understand?

training described in Section 6.1. OPERATOR or its employees shall be responsible for any and all other expenses incurred by them in connection with Scoop U Training and any other training, including the costs of transportation, lodging, meals, and wages. Trainees will not receive compensation from BEN & JERRY'S for work performed during Scoop U Training or such other training. OPERATOR acknowledges that Scoop U Training is designed to protect the BEN & JERRY'S brand and reputation, and is not designed to control the day-to-day operation of the Scoop Shop.

7. DUTIES OF OPERATOR

• 7.1 OPERATOR understands and acknowledges that every detail of the System and this Agreement is important to OPERATOR, BEN & JERRY'S, and other operators in order to develop and maintain high operating, quality and service standards, to increase the demand for the Products sold by all operators, to protect Scoop Shops operating under the System, and to protect the brand, reputation and goodwill of BEN & JERRY'S. OPERATOR shall operate the Scoop Shop in strict conformity with such standards and specifications as BEN & JERRY'S may from time to time prescribe in the Manual or otherwise in writing, and shall refrain from deviating from such standards, specifications, and procedures without the prior written consent of BEN & JERRY'S.
• 7.2 OPERATOR shall use the Premises solely for the operation of the Scoop Shop in accordance with this Agreement; shall keep the Scoop Shop open and in normal operation for such minimum hours and days as are required by OPERATOR'S lease (or, in the event the

OPERATOR'S lease does not designate minimum hours and days, such minimum hours and days as BEN & JERRY'S may specify in the Manual or otherwise in writing); shall refrain from using or permitting the use of the Premises for any unauthorized or unlawful purpose; and shall refrain from using or permitting the use of the Premises for any purpose or activity at any time without first obtaining the written consent of BEN & JERRY'S.

• 7.3 As described in Section 1.2 herein, OPERATOR may engage in Off-Premises Activities, On-Demand Sales and Mobile Vending within the Territory, but only in accordance with the terms and conditions stated in this Agreement, in the Manual (including guidelines and requirements relating to insurance coverage, event size, event duration, and vehicle use relating to Off-Premises Activities, On-Demand Sales and Mobile Vending) or as otherwise provided by BEN & JERRY'S in writing.

• 7.4 In connection with Off-Premises Activities, On-Demand Sales and Mobile Vending that BEN & JERRY'S or OPERATOR desires to conduct within and outside OPERATOR'S Territory, the parties agree that:

• 7.4.1 If BEN & JERRY'S desires the scooping of Products at an Off-Premises Activity in OPERATOR's Territory, BEN & JERRY'S shall send OPERATOR a "Request for Notice." If BEN & JERRY'S sends OPERATOR a Request for Notice and OPERATOR desires to scoop Products at such Off-Premises Activity, OPERATOR must send BEN & JERRY'S a signed "Notice of Intent to Scoop" within five (5) business days after receipt by OPERATOR of such Request for Notice and OPERATOR must submit to BEN & JERRY'S proof of authorization to scoop Products at such Off-Premises Activity in accordance with the Manual or other writing. If OPERATOR does not send BEN & JERRY'S a signed Notice of Intent to Scoop within five (5) business days after the date of receipt by OPERATOR of the Request for Notice or if OPERATOR does not submit proof of authorization to scoop at such Off-Premises Activity in accordance with the Manual or other writing, OPERATOR shall be deemed to have waived OPERATOR's right to scoop Products at such Off-Premises Activity. If OPERATOR waives the right to scoop Products at any Off-Premises Activity, BEN & JERRY'S may sell scooped or other Products, or may grant another operator the right to sell scooped or other Products, at such Off-Premises Activity. (The requirement in this Section 7.4.1 that BEN & JERRY'S provide a "Request for Notice" only applies if BEN & JERRY'S desires, either itself or through others, to sell scooped Products at an Off-Premises Activity within the Territory; this requirement does not apply to the sale of non-scooped Products, which BEN & JERRY'S has the right to do within or outside of the Territory pursuant to Section 1.4.6)

• 7.4.2 If OPERATOR desires to sell or scoop Products at an Off-Premises Activity or through On-Demand Sales or Mobile Vending located outside the Territory, OPERATOR must submit a written request to BEN & JERRY'S in accordance with the Manual or other writing, for the prior approval of BEN & JERRY'S. In the event that BEN & JERRY'S grants permission (which Ben & Jerry's has the absolute right to grant or deny) for an OPERATOR to sell Products (whether scooped and/or other Products) at an Off-Premises Activity or through On-Demand Sales or Mobile Vending located outside the Territory, such permission shall be revoked if and when BEN & JERRY'S grants to another operator or developer rights to a territory in which such Off-Premises Activity, On-Demand Sales or Mobile Vending is taking place.

• 7.5 OPERATOR shall purchase and install all fixtures, furnishings, equipment, decor, and signs (including menu board systems) and maintain sufficient supplies (including environmentally-friendly cleaning supplies) and materials, as BEN & JERRY'S may prescribe in the Manual or otherwise in writing. OPERATOR shall refrain from deviating therefrom by the use of any non-approved item without the prior written consent of BEN & JERRY'S. OPERATOR further acknowledges and agrees that:

• 7.5.1 In the event any refurbishment or replacement (whether pursuant to this Section 7.5, or to Sections 2.2.7, 7.16, or 14.3.6) results in the discontinuance of any fixtures, furnishings, equipment, decor, and signs (including menu board systems) which bear the Proprietary Marks or which BEN & JERRY'S otherwise deems to be proprietary to the System, OPERATOR shall deliver to BEN & JERRY'S, without charge, all such items; and

• 7.5.2 In no way limiting Section 7.5 above, OPERATOR shall not install or permit to be installed any vending machine, game, or coin, card, or electronic operated device, automated teller machine, computer for public use, televisions, video monitors, or other device for customer use, unless specifically approved in writing, in advance, by BEN & JERRY'S.

• 7.6 To maintain the high standards of quality and uniformity associated with the System, OPERATOR shall offer and sell only Products that BEN & JERRY'S specifies from time to time, unless otherwise approved in writing by BEN & JERRY'S; and OPERATOR shall offer and sell all Products as BEN & JERRY'S may specify for this Shop from time to time as required offerings at the Scoop Shop. OPERATOR is prohibited from offering or selling any products or services at or from the Scoop Shop that have not previously been authorized by BEN & JERRY'S. If OPERATOR wishes to offer or sell any products or services that have not previously been authorized by BEN & JERRY'S, OPERATOR must first make a written request to BEN & JERRY'S, requesting authorization to offer or sell such services or products, and any approved product must be included in the OPERATOR's Gross Sales. BEN & JERRY'S may deny such approval for any reason. In connection with such request for approval, OPERATOR must submit to BEN & JERRY'S such information and samples as BEN & JERRY'S desires. OPERATOR agrees to pay to BEN & JERRY'S such amount as is necessary to cover BEN & JERRY'S costs of reviewing and evaluating such requests for approval submitted by OPERATOR.

• 7.7 OPERATOR acknowledges that (i) the Ben & Jerry's Products offered and sold under the System are prepared from proprietary recipes developed by and, in some cases, exclusively for BEN & JERRY'S; (ii) the Ben & Jerry's Products are unique and their formulae and manufacturing processes constitute proprietary information that is essential to the success of the System; and (iii) BEN & JERRY'S has the absolute right to make any and all changes to, and to vary, the Ben & Jerry's Products; the packaging; the package, tub and container sizes, weights, volumes and shapes; the fill levels; the product flavors and varieties; and the formulations and specifications of the Ben & Jerry's Products, including the texture, quality, "piece count," creaminess, weight, color, density, "chunk weight," and degree of overrun; and BEN & JERRY'S shall have no liability whatsoever to OPERATOR for any impact such changes may have on OPERATOR'S business; and (iv) OPERATOR has entered into this Agreement in order to, among other things, obtain the right to offer and sell the Ben & Jerry's Products. In order to protect the interest of BEN & JERRY'S in the Ben & Jerry's Products and

to ensure the quality, uniformity, and distinctiveness of the Ben & Jerry's Products, OPERATOR agrees to purchase, solely from BEN & JERRY'S or suppliers designated by BEN & JERRY'S, all of the Ben & Jerry's Products. OPERATOR acknowledges that the requirements of this Section 7.7 are in addition to the requirements of Section 7.8 below, which apply, generally, to Products.

• 7.8 In no way limiting the terms of Section 7.7, all Products sold or offered for sale at the Scoop Shop must meet the then-current standards and specifications of BEN & JERRY'S, as established in the Manual or otherwise in writing, and in accordance with Section 7.9 below. OPERATOR further agrees:
• 7.8.1 Not to sell or otherwise market the Products for subsequent resale unless approved in writing by BEN & JERRY'S;
• 7.8.2 To handle and store the Products solely in the manner directed by BEN & JERRY'S in the Manual or otherwise in writing; and
• 7.8.3 Not to sell, offer for sale or sample, and to destroy immediately in accordance with procedures set forth in the Manual or as otherwise prescribed by BEN & JERRY'S in writing, any Product that it knows, or should know through the exercise of reasonable care, to be adulterated, tainted, contaminated, spoiled, unsafe, or otherwise unfit for human consumption.
• 7.9 OPERATOR agrees that BEN & JERRY'S, in order to preserve BEN & JERRY'S legitimate interest in protecting the quality of its Products and the BEN & JERRY'S brand, reputation and goodwill, reserves the right, to the fullest extent allowed by applicable law, to: establish maximum, minimum or other pricing requirements with respect to the prices OPERATOR may charge for the Products offered and sold hereunder; recommend retail prices; advertise specific retail prices for some or all Products sold by OPERATOR, which prices OPERATOR will be compelled to observe; engage in marketing, promotional and related campaigns, which OPERATOR must participate in and which may directly or indirectly impact OPERATOR's retail prices; and otherwise mandate, directly or indirectly, the prices which OPERATOR may charge.
• 7.10 OPERATOR shall purchase all equipment, fixtures, furnishings, signs (including menu board systems), décor, supplies, services (including On-Demand Sales), and products (including the Products) required for the establishment and operation of the Scoop Shop from suppliers designated or approved in writing by BEN & JERRY'S (as used in this Section 7.10 the term "supplier" shall include manufacturers, distributors and other forms of suppliers). BEN & JERRY'S shall have the right to designate, at any time and for any reason, a single supplier for any equipment, supplies, services, or products (including any Products) and to require OPERATOR to purchase exclusively from such designated supplier, which exclusive designated supplier may be BEN & JERRY'S or an affiliate of BEN & JERRY'S. BEN & JERRY'S and its affiliates may receive payments or other compensation from suppliers on account of such suppliers' dealings with OPERATOR and other franchisees; and BEN & JERRY'S may use all amounts so received for any purpose BEN & JERRY'S and its affiliates deem appropriate.

7.10.1 If OPERATOR desires to purchase any equipment, supplies, services, and products (including the Products) from suppliers other than those previously designated or approved by BEN & JERRY'S, OPERATOR shall first submit to BEN & JERRY'S a written request for authorization to purchase such items, together with such information and samples as BEN & JERRY'S may reasonably require. BEN & JERRY'S shall have the right to require periodically that its representatives be permitted to inspect such items and/or supplier's facilities, and that samples from the proposed supplier, or of the proposed items, be delivered for evaluation and testing either to BEN & JERRY'S or to an independent testing facility designated by BEN & JERRY'S. Permission for such inspections shall be a condition of the initial and continued approval of such manufacturer, distributor, or supplier. A charge not to exceed the reasonable cost of the evaluation and testing shall be paid by OPERATOR. BEN & JERRY'S shall, within ninety (90) days after its receipt of such request and completion of such evaluation and testing (if required by BEN & JERRY'S), notify OPERATOR in writing of its approval or disapproval. BEN & JERRY'S may deny such approval for any reason, including its determination to limit the number of approved suppliers.

7.10.2 BEN & JERRY'S, may from time to time revoke its approval of particular items, Products or suppliers if BEN & JERRY'S determines that the items, Products, or suppliers no longer meet the standards of BEN & JERRY'S or BEN & JERRY'S determines that the product is no longer appropriate to sell in Shops. Within thirty (30) days after receipt of notice of such revocation (or, for failure to meet health or safety standards, immediately upon receipt of notice), OPERATOR shall cease to sell or use any disapproved item and Products, and cease to purchase from any disapproved supplier.

7.10.3 Subject to the terms of Section 3.8 above, BEN & JERRY'S and/or its designated distributor shall seek to provide the Products within twenty-one (21) days after receipt of OPERATOR's written order. Unless otherwise agreed upon by BEN & JERRY'S or its designated distributor, OPERATOR shall pay for all Products cash on delivery.

7.11 To ensure the efficient management and operation of the Scoop Shop and the transmission of data to and from BEN & JERRY'S, OPERATOR, at its expense, shall (i) purchase, and thereafter maintain, such computer and communication hardware and point-of-sale system hardware, financial accounting software, firmware, accessories, Internet connectivity, required dedicated telephone, broadband and/or other communication access services and power lines, modems(s), printer(s), and other computer-related accessories or peripheral equipment as BEN & JERRY'S specifies in the Manual or otherwise in writing and (ii) acquire computer and communication software as BEN & JERRY'S specifies in the Manual or otherwise in writing from BEN & JERRY'S or, if any, approved vendors (collectively, the "Computer System"). OPERATOR acknowledges that BEN & JERRY'S shall have no liability to OPERATOR in connection with any Computer System problems, including any issues caused by any approved supplier of any Computer System. Additionally, BEN & JERRY'S has established and may establish other Websites, including a Website providing private and secure communications between BEN & JERRY'S, OPERATOR, operators, franchisees, licensees and other persons and entities as determined by BEN & JERRY'S, at its sole option and in accordance with such rules and procedures as are determined by BEN & JERRY'S from time to time ("B&J Extranet"). OPERATOR agrees to the following:

• 7.11.1 OPERATOR's Computer System shall have the capacity to electronically exchange information, messages, and other data with other computers, by such means (including the Internet and the B&J Extranet), and using such protocols (e.g., TCP/IP), as BEN & JERRY'S may prescribe in the Manual or otherwise in writing. OPERATOR shall maintain at all times, access to the B&J Extranet in the manner specified by BEN & JERRY'S in the Manual or otherwise in writing. If required by BEN & JERRY'S, OPERATOR shall from time to time execute such agreements or acknowledge such policies as BEN & JERRY'S may prepare to set forth the terms of use for the B&J Extranet, and OPERATOR agrees at all times to comply;
• 7.11.2 BEN & JERRY'S shall have the right from time to time, and at any time, to retrieve data and information relating to the operations of the Scoop Shop from OPERATOR's Computer System, by modem or other requested means, and use it for any reasonable business purpose both during and after the term of this Agreement.

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