Is a Best Brains franchisee allowed to engage in any business practice which reduces sales?

marketing plan approved by us. These grand opening expenditures are in addition to the Brand Development Fund contributions specified above.

We may require you to pay to the Brand Development Fund at the time of the "open house" before the scheduled opening of the Franchised Business these amounts which we will then spend for local advertising, marketing and promotion of the opening of the Franchised Business in accordance with an opening marketing plan developed by us.

• 1. Additional Advertising Expenditures. In addition to your obligations to pay into the Brand Development Fund and to pay for the grand opening expenditures, as set forth above, you agree to expend quarterly on local advertising and promotions of the Franchised Business and the Marks in each fiscal year of the Company at least $250 per month.
  • (i) Expenditures in any fiscal year in excess of the minimum advertising requirement will not be credited against minimum advertising requirements for any other fiscal year.
  • (ii) We have the right to review your books and records from time to time to determine Franchisee's expenditures for such required advertising and promotion. If we determine that you have not spent the requisite amount, we may require you to pay such unexpended amounts to the Brand Development Fund.

Advertising expenditures does not include payments for items which we deem inappropriate for meeting the minimum advertising requirements, including, without limitation, payments in connection with permanent on-premises signs, lighting, purchasing or maintaining vehicles, even though such vehicles may display the Marks, and other payments.

• 1. We Must Approve Advertising. You may only use advertising material not prepared or previously approved by us, by submitting it to us for approval. If you do not receive written approval within fourteen days after the date of receipt by us of the materials, we will be deemed to have disapproved. You will have access to corporate provided social media and the ability to use and post pursuant to our guidelines, but we will have master rights on such social media, and can change or edit your posts. You also must abide by our guidelines with respect to any digital chat communication tools that you use.
• 1. Websites. You are not allowed to create or manage their own websites or domains associated with their Best Brains business. Each location has a part of our website dedicated to them, and you are obligated to provide new content for this section from time to time pursuant to our guidelines.
• M. Use of the Marks. We permit and require you to use the Marks to identify your Franchised Business, but you must identify yourself as the independent owner. You shall display the Marks prominently and in the manner we have prescribed in connection with signs, posters, displays, service contracts, stationery and other forms we designate.

You agree to give notices of trademark or service mark registrations and copyrights as we specify and to obtain such fictitious or assumed name registrations as may be required under applicable law. All bank accounts, licenses, permits or other similar documents must contain the actual name of the person or entity owning the Franchised Business and may contain "d/b/a BEST BRAINS."

Any sign face bearing the Marks shall remain our property even though you may have paid a third party to make the sign faces.

• 1. Improper Use of the Marks. You shall not use "Best" or "Brains" or any Marks confusingly similar to the Marks as part of the name of an entity which owns this franchise. You shall not use any Marks in connection with the sale of any unauthorized service or product or in any other manner not expressly authorized in writing by us.
• 1. Duty to Notify. You must immediately notify us in writing of any apparent infringement of or challenge to your use of any Marks, or claim by any person of any rights in any Marks or any similar trade name, trademark or service mark of which you become aware. In the event of any such infringement, challenge, or claim, you shall not communicate with any person other than us and our counsel.
  • i. We and our affiliates have sole discretion to take such action as we deem appropriate and the right to exclusively control any litigation, U.S. Patent and Trademark Office ("USPTO") proceeding or other administrative proceeding arising out of any such infringement, challenge or claim or otherwise relating to any Marks.
  • ii.

Source: Item 23 — RECEIPTS (FDD pages 42–190)