[Item 13: TRADEMARKS]

ITEM 13 TRADEMARKS

The principal marks that you will use are "Bruegger's" and "Bruegger's Bagels." We may also authorize or require you to use other current or future trademarks to operate your Bakeries. By trademark, we mean trade names, trademarks, service marks and logos we use to identify Bakeries and the products sold in them.

Our affiliate, BEI (Bruegger's Enterprises, Inc.) is the owner of the trademarks, service marks, and logos used in the System (the "Proprietary Marks"). BEI has granted us a license to use the Proprietary Marks and the Works (as defined in Item 14) and to license others to use them. BEI has registered the principal marks on the Principal Register of the United States Patent and Trademark Office, as follows:

[Item 22: CONTRACTS]

All rights to use the Proprietary Marks and the System are granted solely under the terms of the Franchise Agreement.

You acknowledge that you will have no right or power under this Agreement or under any Franchise Agreement to sub-franchise any other person or legal entity to use the Proprietary Marks or the System.

[Item 22: CONTRACTS]

The License Agreement requires persons with legal or beneficial ownership interests in Licensee to be personally bound by Licensee's obligations under the License Agreement, including restrictions on competition, confidentiality obligations, restrictions on ownership changes, and dispute resolution provisions.

You agree that while you have a legal or beneficial ownership interest in Licensee and thereafter, you: (a) will not use the confidential information in any other business or capacity (such use being an unfair method of competition); (b) will exert best efforts to maintain the confidentiality of the confidential information; and (c) will not make unauthorized copies of any portion of the confidential information disclosed in written, electronic or other form.

[Item 22: CONTRACTS]

• 18.1. De-Identification. Except as provided in Section 18.2 below, upon termination or expiration of this Agreement, you must:
  • 18.1.1. Cease to operate the Bakery;
• 18.1.2. Cease to use the confidential methods, procedures, and techniques associated with the System, the "Bruegger's" and "Bruegger's Bagels" names and marks, all other Proprietary Marks, the Works, and all other distinctive forms, slogans, signs, symbols, Web sites, domain names, e-mail addresses, other electronic identifiers, and devices associated with the Bakery or the System; withdraw all advertising matter (including electronic marketing); remove from the Premises all signs, letterhead, and other articles which display the Proprietary Marks; and except as provided in Section 18.2 below not thereafter, directly or indirectly, represent yourself to the public or hold yourself out as a present or former franchisee of ours;
• 18.1.3. Deliver to us the Manuals and all other records, correspondence, and instructions in your possession or control, in any medium, that contain confidential information, trade secrets, or know-how relating to the System or the operation of a Bakery, all of which you acknowledge to be our property;
• 18.1.4. Take such action as may be necessary to cancel any assumed name registration or equivalent registration, and any e-mail address or domain name registration,

obtained by you which contains "Bruegger's" or any other Proprietary Marks, and furnish evidence satisfactory to us of compliance with this obligation within five (5) days after termination or expiration of this Agreement.

Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 29–31)