What is required for a Bens Soft Pretzels franchisee to relocate their Mobile Store?

opment of future franchised, company or affiliate owned stores at any time or at any location regardless of the proximity to your Store, including Mobile Stores, which

are BEN'S SOFT PRETZELS stores that operate and sell product out of a vehicle (generally a food truck or trailer). There are no restrictions or limitations from where consumer business may be generated. You are not provided consumer protections to the extent that consumers can visit any BEN'S SOFT PRETZELS store that they desire regardless of where they reside or any other factor. We will not be required to pay you any compensation for any Mobile Stores that conduct business near your Store.

We and our affiliates retain all rights that are not expressly granted to you under this Agreement. Further, we and our affiliates may, among other things, on any terms and conditions we deem advisable, without compensation to any franchisee, and without granting you any rights therein:

• (i) establish and/or license others to establish franchised or company-owned or affiliate-owned Stores at any location, regardless of the proximity of such stores to your Designated Area;
• (ii) merge with, acquire or become associated with ("Merger/Acquisition Activity") any businesses or stores of any kind (including those in competition with BEN'S SOFT PRETZELS) under other systems and/or marks, which businesses and stores may convert to or operate under the Trademarks and may offer or sell menu items, products and services that are the same as or similar to the Menu Items offered at or from the Store, and which may be located anywhere; and
• (iii) sell and distribute for ourselves and/or license others to sell and distribute through franchised businesses or any other method of distribution menu items the same as or different from the Menu Items offered under the System, and which are offered and distributed under marks different than the Trademarks.

We and our affiliates also have the right to offer, sell or distribute any proprietary items or other products or services associated with the System (now or in the future) or identified by the Trademarks, or any other trademarks, service marks or trade names through any distribution channels or methods, without compensation to any franchisee. The distribution channels or methods ("Alternative Methods of Distribution") include, without limitation, grocery stores, club stores, convenience stores, wholesale, business or industry locations (e.g. manufacturing site, office building), military installations, military commissaries or the Internet (or any other existing or future form of electronic commerce).

You acknowledge and agree that certain locations are by their nature unique and separate in character from sites generally developed as BEN'S SOFT PRETZELS stores. As a result, you agree that we have the right to develop or franchise Special Site locations ("Special Sites") which include, but are not limited to the following locations regardless of their location and their proximity to your Store: (1) military bases; (2) public transportation facilities (including airports); (3) sports facilities (including hockey arenas); (4) student unions or other similar buildings on college or university campuses; (5) amusement and theme parks; (6) malls or enclosed shopping centers; and (7) community and special events.

Finally, we may operate or license others the right to operate a Mobile Store business that offers the same or different Menu Items than you offer at your Store under the Trademarks or any other marks (a "Mobile Store Business"). The Mobile Store Business may offer and sell products at more than a location within a Designated Area as further noted in the Mobile Store Addendum attached as a schedule to this Agreement, although we will establish other operational guidelines in the Manuals which define minimal boundaries and related procedures regarding a Mobile Store

Business. You only have the right to operate a Mobile Store Business if we license that right to you and you and we sign a Mobile Store Addendum in addition to this Agreement.

E. Catering and Delivery. You may not engage in catering and delivery services and activities, unless we authorize you. If you want to offer catering or delivery service to customers, you must obtain our prior written approval. Any catering or delivery services must meet our written standards. Any income from catering or delivery services must be included in Gross Sales for purposes of your Royalty and Advertising Fund Fees (as defined below in this Agreement).

TRADEMARK STANDARDS AND REQUIREMENTS

• 1. You acknowledge and agree that the Trademarks are our property and we have licensed the use of the Trademarks to you and others. You further acknowledge that your right to use the Trademarks is specifically conditioned upon the following:
  • A. Trademark Ownership. The Trademarks are our valuable property, and we are the owner of all right, title and interest in and to the Trademarks and all past, present or future goodwill of the Store and of the business conducted at the Store that is associated with or attributable to the Trademarks. Your use of the Trademarks will inure to our benefit. You may not, during or after the term of this Agreement, engage in any conduct directly or indirectly that would infringe upon, harm or contest our rights in any of the Trademarks or the goodwill associated with the Trademarks, including any use of the Trademarks in a derogatory, negative, or other inappropriate manner in any media, including but not limited to print or electronic media.
  • B. Trademark Use. You may not use, or permit the use of, any trademarks, trade names or service marks in connection with the Store except those set forth in Schedule B or except as we otherwise direct in writing. You may use the Trademarks only in connection with such products and services as we specify and only in the form and manner we prescribe in writing. You must comply with all trademark, trade name and service mark notice marking requirements. You may use the Trademarks only in association with products and services approved by us and that meet our standards or requirements with respect to quality, mode and condition of storage, production, preparation and sale, and portion and packaging.
  • C. Store Identification.

Source: Item 22 — CONTRACTS (FDD pages 46–47)