In the Technology Agreement, what is the role of the entity identified as 'Franchisee' in relation to Big O Tires?

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RECITALS

• A. Big O, together with certain of its franchisees, has currently selected Navex, LLC, a Solera Company ("Navex") and the Software System as the Approved Point-of-Sale Vendor and software system for Big O franchisees to use in their Big O Tires store businesses, and Big O authorizes the Big O franchisees to utilize such proprietary Software System and related services from Navex or Big O under the terms set forth in the License Agreement.
• B. Navex shall provide the Software System for single store and multi-store franchisees, and will assist with the development of an interface between the Software System and a Big O Consumer Database.
  • C. Franchisee is a franchisee of Big O pursuant to one or more Franchise Agreements.
• D. Contemporaneously with the execution of this Agreement, Franchisee is executing a License Agreement with Navex, pursuant to the terms of which, among other things, Navex will provide the Software System and related services to Franchisee for its Big O Tires retail tire and automotive service store(s).
• E. In consideration of Big O's authorization for Franchisee to utilize the Software System and services as set forth in the License Agreement, Franchisee has agreed to perform the obligations set forth in this Agreement.
• F. This Agreement is being executed by Big O and Franchisee for the purpose of acquiring repository data as outlined in the Shared Information - Schedule A defined herein.
• G. Capitalized terms set forth in these Recitals shall have the same meaning ascribed to them in the License Agreement unless otherwise expressly set forth below.

AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

• 1. Certain Definitions. The following terms shall have the meaning set forth below:
• (a) EFFECTIVE DATE shall have the same meaning as set forth in the License Agreement.
• (b) APPROVED POINT-OF-SALE VENDOR means the vendor and/or Point-of-Sale system Big O management designates that franchisees must use. Big O management may, at its sole discretion, change the Approved Point-of-Sale Vendor. In the event that Big O changes the Approved Point-of-Sale Vendor, all references herein to Navex shall be deemed to refer to the new Approved Point-of-Sale Vendor.
• (c) COMPETING REGIONAL STORE means a Big O Tires Store that has an address, which includes a U.S. Postal zip code containing the same first three digits of the U.S. Postal zip code included in the address of the Authorized Location.
• (d) AUTHORIZED LOCATION(S) shall have the same meaning as set forth in the License Agreement.

• (e) Navex means Navex, LLC, a Solera company.
• (f) LICENSE AGREEMENT means that certain software license agreement between Franchisee and Navex for the Authorized Locations and relating to the Software System.
• (g) FRANCHISE ADVISORY COUNCIL means a group of franchisee representatives elected by the franchisees of Big O, formerly known as Dealer Planning Board, which meets periodically with Big O's management to review aspects of Big O's strategic plans as may be presented from time to time by Big O and to discuss issues of concern to franchisees of Big O. The function of this group is more fully described in Big O's Franchise Disclosure Document.
• (h) FRANCHISE AGREEMENT(S) mean the contract(s) that govern the relationship between Big O and the Franchisee related to the Authorized Locations.
• (i) SOFTWARE SYSTEM shall have the same meaning as set forth in the License Agreement.
• (j) LOCAL CUSTOMER means any customer of a Authorized Location of Franchisee subject to a terminated Franchise Agreement, provided that such Local Customer shall not include any customer of Authorized Location who has purchased any product or service offered by Big O or a franchisee from a Competing Regional Store.

Source: Item 23 — RECEIPTS (FDD pages 102–535)