What happens if the Best Brains Franchise Agreement expires without a renewal?

o terminate this Agreement except as provided above, or as otherwise agreed by the parties.

• 1. If you terminate this Agreement other than in accordance with the terms of Section 7.A., or we terminate this Agreement pursuant to the terms of Section 7.B., then you shall pay to us, by the effective date of such termination, $30,000 as liquidated damages.
• 1. The parties hereby acknowledge and agree that the actual damages that would be incurred by us in the event of any breach or early termination of this Agreement would be difficult to calculate and that the liquidated damages provided for in this Agreement are fair and reasonable under the circumstances.
• 1. The parties further acknowledge and agree that the liquidated damages specified in this paragraph are only intended to compensate Company for the early termination of this Agreement and Company's loss of revenue resulting therefrom, but not for any other breach of this Agreement by Franchisee or any other damages incurred by Company, and all remedies applicable thereto remain available to Company

8. NON-COMPETE AND NO SOLICITATION.

• A. In-Term. You shall not, during the term of this Agreement, directly or indirectly, offer services similar to those offered by a BEST BRAINS learning center, except under this or another franchise agreement with us.
• B. Post-Term. In the event of termination or expiration of this Agreement, including a transfer of the Franchised Business or your interest in it, you will not, directly or indirectly, for a period of two (2) years offer services similar to those offered by a BEST BRAINS learning center at or within 25 miles of your former location or within 25 miles of any BEST BRAINS location.
• C. No Solicitation. In addition, in the event of the termination or expiration of the Agreement, including a transfer of the Franchised Business or your interest in it, you will not for a two (2) year period, within the same geographic area solicit business for a learning center from any customer of the Franchised Business. If the duration, scope and/or geographic area set forth in this paragraph and Agreement are held to be unreasonable and therefore unenforceable by any court of competent jurisdiction, then the duration, scope and/or geographic area of the foregoing restrictions and agreements shall remain in full force and effect as to such maximum duration, scope and/or geographic area as the court shall allow.

9. TRANFERABILITY OF INTEREST.

• A. Transfer by the Company. We shall have the right, in our sole discretion, to transfer or assign this Agreement and all or any part of its rights or obligations to any person or legal entity who agrees to abide by the obligations in this Agreement. You shall execute such documents consenting to such a transfer as we request.
• B. Transfer by Franchisee. You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your business skill, financial capacity, and personal character.

Accordingly, you may not sell, assign, transfer, convey, pledge, encumber, merge, or give (collectively "transfer") away any direct or indirect interest in this Agreement, in Franchisee, or in all or substantially all of the assets of the Franchised Business without our prior written consent. Any purported assignment or transfer not having our written consent shall be null and void.

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