In the Brightstar Care Franchise Agreement, who are the two parties entering into the agreement?

WHEREAS, we, our principal, and our affiliates have expended a considerable amount of time, effort, and money to develop a distinctive system (the "System") for the operation of an agency providing comprehensive personal care and/or medical services to private-duty clients within their home and marketing supplemental healthcare staff to institutional clients (each an "Agency," "BrightStar Care Agency," or "Franchised Business"); and

WHEREAS, we are engaged in the business of granting franchises to operate BrightStar Agencies; and

WHEREAS, you desire to enter into an agreement with us to obtain the rights to operate a BrightStar Care Agency (or "Franchised Business") using the System developed by us, our principal, and our affiliates, including standardized methods, guidelines and procedures for providing domestic care services, and the operation of a medical staffing services agency, the Athena Business System; sales techniques, marketing, advertising, and staffing management systems; and procedures for operation and management of a BrightStar Care Agency in the manner set forth in this Agreement and in the Operations Manual we provide and modify from time to time (the "BrightStar System" or "System"); and

WHEREAS, we and our franchisees use various trade names, trademarks and service marks including, without limitation, the service mark "BrightStar" in connection with the BrightStar System (the "Licensed Marks"); and

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

WHEREAS, you hereby acknowledge that adhering to this Agreement's terms and our standards and specifications is essential to the operation of its Agency and to the operations of the BrightStar System.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, commitments and understandings contained herein, we and you hereby agree as follows:

1. GRANT OF FRANCHISE

1.1 Grant

We hereby grant to you, upon the express terms and conditions contained in this Agreement, and you hereby accept, a franchise for the right to establish and operate one BrightStar Care Agency under the System and Licensed Marks identified below in the protected territory described in Exhibit A to this Agreement (the "Protected Territory"). We have the right to supplement, improve or otherwise modify the BrightStar System from time to time, and you agree to comply with all changes which may include, without limitation, the offer and sale of new or different products or services as we may specify and the acceptance of new sources of reimbursement as we may specify. You must offer and sell all products and services we require in the BrightStar System and may not offer or sell any unauthorized products or services.

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