Can Bombs Away Franchising establish a Marketing Fund to promote the Bombs Away system?

sing.** Bombs Away Franchising may use any marketing materials or campaigns developed by or on behalf of Franchisee, and Franchisee hereby grants an unlimited, perpetual, royalty-free license to Bombs Away Franchising for such purpose.

• 9.3 Marketing Fund. Bombs Away Franchising may establish a Marketing Fund to promote the System on a local, regional, national, and/or international level. If Bombs Away Franchising has established a Marketing Fund:
• (a) Separate Account. Bombs Away Franchising shall hold the Marketing Fund Contributions from all franchisees in one or more bank accounts separate from Bombs Away Franchising's other accounts.
• (b) Use. Bombs Away Franchising shall use the Marketing Fund only for marketing, advertising, and public relations materials, programs and campaigns (including at local, regional, national, and/or international level), and related overhead. The foregoing includes such activities

and expenses as Bombs Away Franchising reasonably determines, and may include, without limitation: development and placement of advertising and promotions; sponsorships; contests and sweepstakes; development of décor, trade dress, Marks, and/or branding; development and maintenance of brand websites; social media; internet activities; e-commerce programs; search engine optimization; market research; public relations, media or agency costs; trade shows and other events; printing and mailing; and administrative and overhead expenses related to the Marketing Fund (including the compensation of Bombs Away Franchising's employees working on marketing and for accounting, bookkeeping, reporting, legal and other expenses related to the Marketing Fund).

• (c) Discretion. Franchisee agrees that expenditures from the Marketing Fund need not be proportionate to contributions made by Franchisee or provide any direct or indirect benefit to Franchisee. The Marketing Fund will be spent at Bombs Away Franchising's sole discretion, and Bombs Away Franchising has no fiduciary duty with regard to the Marketing Fund.
• (d) Contribution by Other Outlets. Bombs Away Franchising is not obligated to (i) have all other Bombs Away businesses (whether owned by other franchisees or by Bombs Away Franchising or its affiliates) contribute to the Marketing Fund, or (ii) have other Bombs Away businesses that do contribute to the Marketing Fund contribute the same amount or at the same rate as Franchisee.
• (e) Surplus or Deficit. Bombs Away Franchising may accumulate funds in the Marketing Fund and carry the balance over to subsequent years. If the Marketing Fund operates at a deficit or requires additional funds at any time, Bombs Away Franchising may loan such funds to the Marketing Fund on reasonable terms.
• (f) Financial Statement. Bombs Away Franchising will prepare an unaudited annual financial statement of the Marketing Fund within 120 days of the close of Bombs Away Franchising's fiscal year and will provide the financial statement to Franchisee upon request.
• 9.4 Market Cooperatives. Bombs Away Franchising may establish market advertising and promotional cooperative funds ("Market Cooperative") in any geographical areas. If a Market Cooperative for the geographic area encompassing the Territory has been established at the time Franchisee commences operations hereunder, Franchisee shall immediately become a member of such Market Cooperative. If a Market Cooperative for the geographic area encompassing the Territory is established during the term of this Agreement, Franchisee shall become a member of such Market Cooperative within 30 days. Bombs Away Franchising shall not require Franchisee to be a member of more than one Market Cooperative. If Bombs Away Franchising establishes a Market Cooperative:
• (a) Governance.

Source: Item 22 — CONTRACTS (FDD pages 35–36)