What is the 'Athena Business System' (ABS) used for within a Brightstar Care franchise?

WHEREAS, we and our affiliates have developed and maintain an integrated management system providing various technology solutions, including: client relationship management, staff relationship management, billing management, web management (www.brightstarcare.com), franchise management and all modifications thereto that may be made from time to time (the "Athena Business System" or "ABS"); and

WHEREAS, you have applied to us for a franchise to operate an Agency using the BrightStar System and ABS and such application has been approved in reliance upon all of the representations made therein; and

1.8 Athena Business System License

Subject to your continued compliance with this Agreement, we grant, and you accept, a non-exclusive, non-transferable, limited license to use the Athena Business System ("ABS"), in binary or object code form only, during the Initial Term with the Third Party Materials (defined in Section 1.8.1) we designate and provided to you by us or our affiliate, BrightStar Technology Group, LLC ("BrightStar Technology"), or any other affiliate of ours. We and BrightStar Technology reserve the right to upgrade and change the ABS from time to time. Use of the ABS is for the limited purpose of operating the Agency within the Protected Territory as we prescribe in the Operations Manual or otherwise in writing. We or our licensors will retain all right, title, copyright, trade secrets, patents and other proprietary rights in and to the ABS, and all modifications, enhancements and any derivative works thereof regardless of origin (and accordingly have the right to license others to use ABS). You do not acquire any rights, express or implied, in the ABS or derivative works thereof, other than those specified in this Agreement, and all rights in and to the ABS that are not expressly granted herein are reserved to us. You may not, and will not permit others to, copy, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to create derivative works from the ABS, otherwise alter the ABS, or discover its source code. The ABS is licensed for use in the United States, and you may not export the ABS or make it available outside of the United States without our written permission. Neither we nor any of our affiliates, including BrightStar Technology, will have any duty or obligation to indemnify or defend you in connection with your use of ABS or any Third Party materials.

1.8.1 You are responsible for purchasing or licensing any third-party software, programs, content, documentation, equipment, hardware, or other products that are designated by us or BrightStar Technology as being necessary for the use and operation of the ABS (the "Third Party Materials"). You acknowledge and agree that from time to time we or BrightStar Technology may require additional Third Party Materials or may substitute other Third Party Materials for those originally or previously required. To the extent any Third Party Materials are packed with, incorporated into, or embedded in the ABS or otherwise provided by us or BrightStar Technology hereunder, you agree to comply with the terms and conditions of the third-party licenses associated with such Third Party Materials. You are also responsible for purchasing, at your sole expense,

• 1.8.2 Upon our or BrightStar Technology's request, you agree to install, update or replace any equipment or software related to the ABS, including any modifications and/or improvements to that System, in such manner as is specified by us or BrightStar Technology from time to time.

Periodically revise the Operations Manual to incorporate new developments and changes in the BrightStar Care Agency Program and franchise and give you electronic access to all updates.

Source: Item 22 — CONTRACTS (FDD pages 117–118)