What obligations survive the termination or expiration of the Better Blend franchise agreement?

Owner is charged with, pleads guilty or no-contest to, or is convicted of a felony; or

• (xvi) Franchisee or any Owner is accused by any governmental authority or third party of any act, or if Franchisee or any Owner commits any act or series of acts, that in BBF's opinion is reasonably likely to materially and unfavorably affect the Better Blend brand.
• 14.3 Effect of Termination. Upon termination or expiration of this Agreement, all obligations that by their terms or by reasonable implication survive termination, including those pertaining to non-competition (Section 13.2(b)), confidentiality (Section 13.1), indemnity (Article 16), and dispute resolution (Article 17), will remain in effect, and Franchisee must immediately:
  • (i) pay all amounts owed to BBF based on the operation of the Business through the effective date of termination or expiration;
  • (ii) return to BBF all copies of the Manual, Confidential Information and any and all other materials provided by BBF to Franchisee or created by a third party for Franchisee relating to the operation of the Business, and all items containing any Marks, copyrights, and other proprietary items (to the extent in the possession or control of Franchisee); and delete all Confidential Information and proprietary materials from electronic devices;
  • (iii) immediately take all action required (a) to cancel all assumed name or equivalent registrations relating to Franchisee's use of the Marks; and (b) to cancel or transfer to BBF or its designee all telephone numbers, post office boxes, directory listings, and Digital Marketing accounts used by Franchisee in connection with the Business or the Marks, including, without limitation, by providing login and password details

and promptly signing all directions and authorizations necessary or appropriate to accomplish the foregoing. Franchisee hereby irrevocably appoints BBF, with full power of substitution, as its true and lawful attorney-in-fact, which appointment is coupled with an interest; to execute such directions and authorizations as may be necessary or appropriate to accomplish the foregoing. The telephone company, the postal service, registrars, Internet service providers and each listing agency may accept such direction by BBF pursuant to this Agreement as conclusive evidence of BBF's exclusive rights in such accounts and its authority to direct their transfer; and

• (iv) cease doing business under any of the Marks.
• 14.4 Remove Identification. Within 30 days after termination or expiration, Franchisee shall at its own expense "de-identify" the Location so that it no longer contains the Marks, signage, or any trade dress of a Better Blend business, to the reasonable satisfaction of BBF. Franchisee shall comply with any reasonable instructions and procedures of BBF for de-identification. If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, BBF may enter the Location to remove the Marks and de-identify the Location. In this event, BBF will not be charged with trespass nor be accountable or required to pay for any assets removed or altered, or for any damage caused by BBF.
• 14.5 Liquidated Damages. If BBF terminates this Agreement based upon Franchisee's default (or if Franchisee purports to terminate this Agreement except as permitted under Section 14.1), then within 10 days thereafter Franchisee shall pay to BBF a lump sum (as liquidated damages and not as a penalty) calculated as follows: (x) the average weekly Royalty Fees and Marketing Fund Contributions that Franchisee owed to BBF under this Agreement for the last 52 full weeks that Franchisee operated the Business (disregarding any fee waivers or reductions granted to Franchisee); multiplied by (y) the lesser of (1) 104 or (2) the number of weeks remaining in the then-current term of this Agreement. If Franchisee had not operated the Business for at least 52 full weeks, then (x) will equal the average weekly Royalty Fees and Marketing Fund Contributions that Franchisee owed to BBF during the full weeks that Franchisee operated the Business. The "average Royalty Fees and Marketing Fund Contributions that Franchisee owed to BBF" shall be based on the obligations stated in Article 4 and shall not be discounted or adjusted due to any deferred or reduced Royalty Fees and Marketing Fund Contributions agreed to by BBF unless this Section 14.5 is specifically amended. Franchisee acknowledges that a precise calculation of the full extent of BBF's damages under these circumstances is difficult to determine and the method of calculation of such damages as set forth in this Section is reasonable. Franchisee's payment to BBF under this Section will be in lieu of any direct monetary damages that BBF may incur as a result of BBF's loss of Royalty Fees and Marketing Fund Contributions that would have been owed to BBF after the date of termination; however, such payment shall be in addition to all damages and other amounts arising under Section 14.3 and Section 14.4, BBF's right to injunctive relief for enforcement of Article 13, and any attorneys' fees and other costs and expenses to which BBF is entitled under this Agreement. Except as provided in this Section, Franchisee's payment of this lump sum shall be in addition to any other right or remedy that BBF may have under this Agreement or otherwise. If liquidated damages are prohibited by applicable law or are otherwise deemed unenforceable for any reason, then Franchisee shall be liable for BBF's actual damages (including, without limitation, lost future profits) instead of liquidated damages.

14.6 Purchase Option. When this Agreement expires or is terminated, BBF will have the right (but not the obligation) to purchase any or all of the assets related to the Business, and/or to require Franchisee to assign its lease or sublease to BBF.

Source: Item 22 — CONTRACTS (FDD page 43)