What does 'Compliance' mean for a Bor Restoration franchisee?

061 | 3729 Big Meadows St | San Antonio | TX 78230 | | Initials Initials

• "Applicable Laws" means each rule, regulation, statute, ordinance, and similar determination or power authorized by or granted to any Governmental Authority that has jurisdiction over your Business and to which an Applicable Law applies.
• "Audit Fees" means the then-current fees we charge if you understate your Gross Sales by 2% or more or for any other audit permitted under this Franchise Agreement. This fee includes our costs and expenses, including any accountants' and attorneys' fees, travel, room, and board, plus a fixed fee payable to us. We may increase this fee at any time and in any amount after giving you no less than 60 days' prior written notice.
• "BOR Software Suite" means our proprietary suite of software preinstalled on the Tablet and containing estimating software and client relationship management (CRM) software.
• "BOR Software Suite Initial License Fee" means the then-current initial fee you will pay us to activate the BOR Software Suite.
• "BOR Software Suite Monthly License Fee" means the then-current monthly license fee you pay us to maintain your access to the BOR Software Suite.
  • "Business" means the business that you operate under this Franchise Agreement.
  • "Business Vehicle" has the meaning given to it in Article 2.
• "Change of Control" means that (i) the natural person franchisee takes on a partner regardless of whether such partner is in control; (ii) a natural person franchisee converts to a business entity franchisee and then delivers more than 49% of the equity interest to another Person(s); (iii) a business entity franchisee takes on any number of equity partners and delivers 49% or more of the equity interest to such Persons; (iv) through the Transfer of so much of the equity interests equal 49% or more to a Person other than you; (v) by a Transfer of any equity interest to a voting agreement, voting trust, or the like; or (vi) you in any manner delivers control of the day-to-day operations of the Business to a Person who we have not first approved.
  • "Claims" has the meaning given to that term in Article 14.
• "Client" means the commercial, governmental, and residential users to whom you sell and deliver Services and products through the Business.
• "Client Service Fee" means all costs and fees incurred if one of your Clients complains to us and if we determine it necessary for us to provide Services to your Client.
  • "Client List" refers to the names and contact information of all your Clients.
• "Competitive Business" is any business that offers water, fire, or mold remediation services to residential, commercial, and governmental properties or offers any of the goods or services we offered on the date this Franchise Agreement expired, was terminated, or Transferred.
• "Compliance" means that you (i) are current in all respects under this Franchise Agreement and will be current at the time you and we execute any document or take any action that requires Compliance;

and (ii) have received written notice of a curable breach from us no more than three times during the Initial Term, and no more than one time during any Successor Franchise Term.

"Conference" means the annual conference that we hold.

"Conference Fee" means our then-current fee for attending the Conference.

"Default Interest" means our then-current interest charged on late payments, underreported Gross Sales or as otherwise described in this Franchise Agreement, compounded monthly. We may change Default Interest at any time after giving you no less than 60 days' prior written notice, but any change will not violate the Applicable Laws of your state.

"Designated Manager" means the Person besides your Principal Operator and you who has received our training and is authorized by you to operate the Business from day to day. The Designated Manager need not be an owner of any interest in the Business.

"Due Date" is when all Royalties and other fees are due to us under Article 3.

"Effective Date" is the date that we fully execute this Franchise Agreement. There is no agreement, and this is not a contract between us until that date, regardless of the order that signatures were obtained.

"Event of Default" is a breach of any provision of Sections 10.1 through 10.3 of Article 10.

"Exclusive Territory" means the geographic territory of so many contiguous zip codes that may be necessary to encompass approximately 200,000 people depending on the exact number of people in the chosen zip codes. In some cases, a Zip Code will have a geographic territory that is not contiguous. In that case, that portion of the Zip Code area that is not contiguous will not be included in the assigned zip code. The Exclusive Territory will have no particular demographics or geographic shape. It is more fully described in Article 2 and Exhibit 2.

"Fair Market Value" means the value that a reasonable Person under no duress or obligation would pay for the furniture, fixture, equipment, or item being sold by a seller under no duress or obligation. If you and we do not agree to the Fair Market Value, it will be established by an independent appraiser selected and paid for by us but who is independent and disinterested in the outcome of any such valuation. No goodwill will be considered in any such valuation.

"Force Majeure" means that except for monetary obligations that are due regardless of the existence of an event of Force Majeure, or as otherwise specifically provided in this Franchise Agreement, if either of us is delayed or prevented from the performance because of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war, epidemic, pandemic, or a declared county, state, federal or international health problem, or other causes beyond the Party's reasonable control, then performance will be excused for the shorter period of 45 days from the date of the inability to perform or for the period of the delay.

"Franchise Disclosure Document" or "FDD" means the disclosure document that was delivered to you at least 14 calendar days (or any shorter or longer period required by a particular state) before you signed this Franchise Agreement or paid any money to the Franchisor.

| STATE | EFFECTIVE DATE | |---|---| | Illinois | Pending | | Indiana | Pending | | Maryland | Pending | | Michigan | Pending | | Minnesota | Pending | | Virginia | Pending | | Wisconsin | Pending |

"Franchisee" means your Principal Operator, any Designated Manager, you, any Guarantor, any officers, directors, managers, members and the holders of any equitable interest in a business-entity Franchisee, your family members that actively participate in the Business, and all others who may take an active role in the operation of the Business in a manager or above position. The use of personal pronouns such as "you" means the Franchisee and includes all Persons identified in this definition.

"Franchisee Life Insurance Policy" means the life insurance policy that we purchase with the Franchisee Life Insurance Policy Fees as more fully described in Article 9.

"Franchisee Life Insurance Policy Fee" means the then-current fee that we charge per month for each natural-person franchisee or equity owner (if you are a business entity other than a sole proprietor) for our payment of the premium on the Franchisee Life Insurance Policy as more fully described in Article 9.

Source: Item 23 — Receipts (FDD pages 40–202)