What is the dependency for operating a Best In Class Education Center Satellite Office?

ill include between 7,500 and 9,000 students between the ages of 5 and 17 (as of the date we determine the boundaries of your Satellite Office Territory). If your Satellite Office is located inside your Center Territory, then your Satellite Office Territory will consist of the same geographic area that comprises the Center Territory. If your Satellite Office is located outside your Center Territory, then we will designate the boundaries of your Satellite Office Territory: (a) in Part B of ATTACHMENT A to this Addendum (if we designate your Satellite Office Territory prior to the Effective Date); or (b) in the Territory Approval Notice we issue to you within 15 days after approving the site for your Satellite Office (if we do not designate your Satellite Office Territory prior to the Effective Date). Your Satellite Office Territory, if different than your Center Territory, must be located adjacent to your Center Territory. During the term of this Addendum, we will not develop or operate, or license a third party to develop or operate, a Center or a Satellite Office that is located in your Satellite Office Territory except as otherwise provided in this Section. At any time during the term of this Addendum we reserve the right to engage in Acquisitions that involve, or subsequently result in, conversion of the acquired or acquiring company's outlets to BEST IN CLASS EDUCATION CENTER® outlets, even if those outlets are located in the Satellite Office Territory. We reserve the right to sell, and license third parties to sell, competitive or identical goods and services (including under the Marks) through Alternative Channels of Distribution, including within the Satellite Office Territory and you are not entitled to any compensation for these sales.

• 5. DEVELOPMENT AND OPERATION OF SATELLITE OFFICE. The development and operation of your Satellite Office shall be subject to all of the terms of the Franchise Agreement other than the following Sections of the Franchise Agreement which shall not apply: §2 (Grant of Franchise); §3 (Territory); §4 (Term and Renewal); §5 (Training and Conferences); §6.3 (Opening Assistance); §7 (Establishing your Center); §12 (Minimum Performance Requirements); §14.1 (Initial Franchise Fee); and the provisions in §21.1 (Termination By You) requiring you to comply with various procedural requirements in order to terminate without cause, but the remaining provisions in §21.1 shall apply to the Satellite Office. You must open your Satellite Office no later than 180 days after the Effective Date.
• 6. TERM AND TERMINATION. The term of this Addendum shall commence upon the Effective Date and expire upon the expiration, termination or transfer of the Franchise Agreement. You may terminate this Addendum upon notice to us if you close your Satellite Office. Your termination of this Addendum due to the closure of your Satellite Office shall not be deemed grounds for termination of the Franchise Agreement by either Party. We may also terminate this Addendum if you breach any of your obligations under this Addendum or the Franchise Agreement and fail to cure such breach within the applicable cure period. A breach of any term of this Addendum shall have a 30-day cure period.
• 7. SATELLITE OFFICE FEE.

Source: Item 23 — RECEIPT (FDD pages 47–204)