What constitutes a breach of the Buildingstars franchise agreement regarding the use of Buildingstars marks?

Records and Reports. FRANCHISEE agrees to furnish to BUILDINGSTARS financial reports as shall be requested by BUILDINGSTARS from time to time pursuant to or in connection with this Agreement or as specified in the Confidential Operations Manual. FRANCHISEE shall establish a business checking account and will continue to maintain a business checking account throughout the term of this Agreement.

VIII. PROPRIETARY MARKS

A. Right to Use Marks. FRANCHISEE acknowledges that "Buildingstars" is a valid service and/or trademark, which is licensed to BUILDINGSTARS. FRANCHISEE recognizes that valuable goodwill is attached to the Marks, and that it will use the same only in the manner and to the extent specifically licensed by this Agreement. Any goodwill arising out of FRANCHISEE'S use of the Marks inures to the benefit of BUILDINGSTARS and BUILDINGSTARS' Affiliates. FRANCHISEE further acknowledges that the right to use said Marks and the grant contained in this Agreement is nonexclusive, and that BUILDINGSTARS and/or its Affiliates, in their sole discretion, have the right themselves to operate businesses under said Marks on any terms and conditions BUILDINGSTARS deems fit. Any unauthorized use of the Marks by the FRANCHISEE in any medium whatsoever is a breach of this Agreement and an infringement of the rights of BUILDINGSTARS. FRANCHISEE agrees that the unauthorized use of BUILDINGSTARS' Marks will constitute irreparable harm to BUILDINGSTARS, and FRANCHISEE expressly waives any requirement that BUILDINGSTARS post security in order to obtain injunctive relief in connection with such use. All provisions of this Agreement applicable to the Marks apply to any additional trademarks, service marks, and commercial symbols hereafter authorized for use by and licensed to the FRANCHISEE.

• B. Contest of Marks. FRANCHISEE will not directly or indirectly contest or aid in contesting the validity or ownership of the Marks, trade secrets, methods, procedures and advertising techniques which are part of the System, or contest BUILDINGSTARS' and BUILDINGSTARS' Affiliates' right to register, use or license others to use such names and Marks, trade secrets, methods, procedures and techniques. FRANCHISEE will not at any time (whether during the term of this Agreement or after expiration or termination thereof) directly or indirectly commit an act of infringement. FRANCHISEE agrees to promptly notify BUILDINGSTARS of any claim, demand, or suit based upon or arising from any attempt by anyone else to use the Marks, or any colorable variation thereof. BUILDINGSTARS or BUILDINGSTARS' Affiliates shall have the sole discretion to determine if they will defend the use of the Marks, and they are not obligated to defend the Marks. BUILDINGSTARS or BUILDINGSTARS' Affiliates have the right to control any administrative proceeding or litigation involving the Marks. FRANCHISEE shall execute any and all instruments and documents, render assistance, and do such acts as may, in the opinion of BUILDINGSTARS' counsel, be necessary or advisable to protect the interests of BUILDINGSTARS or its Affiliates in any such litigation, or proceedings, or to otherwise protect and maintain the interest of BUILDINGSTARS or its Affiliates in the Marks.
• C. Change of Marks. BUILDINGSTARS shall have the right to change the Marks to be used by FRANCHISEE at any time and for any reason it deems appropriate. FRANCHISEE shall pay the costs associated with such change and shall make such necessary changes promptly.

IX. TRADE SECRETS AND CONFIDENTIAL INFORMATION

FRANCHISEE shall not, during the term of this Agreement, or after the Transfer, termination or expiration, communicate or divulge to anyone, any information or knowledge concerning the products, services, standards, procedures, techniques, sales information, profit margins, marketing procedures, expansion plans, Customers, rates, fees and terms, databases, or such other information that gives BUILDINGSTARS' Affiliate, BUILDINGSTARS and FRANCHISEE a competitive advantage over those who do not know it, and other information or material which BUILDINGSTARS may designate as confidential, nor shall FRANCHISEE disclose or divulge in whole or in part any trade secrets or operating procedures of BUILDINGSTARS or its Affiliates, Customer lists, Customer contracts, sales and promotional information, employee lists, supplier and vendor information, information regarding real property management companies or commercial real estate owners affiliated with or related to any Customer, customer account, or any commercial real estate for which BUILDINGSTARS, its Affiliates, FRANCHISEE or any other franchisee has provided commercial cleaning services; pricing information; financial information furnished or disclosed to FRANCHISEE by BUILDINGSTARS or its Affiliates and any other information with respect to BUILDINGSTARS, unless such information is generally known and in the public domain, and except to the extent necessary to operate the Business ("Confidential Information"). FRANCHISEE will exercise the highest degree of diligence and make every effort to maintain the absolute confidentiality of all trade secrets and proprietary rights during and after the term of this Agreement and will endeavor to insure that its employees will also comply.

X. NON-COMPETITION AND NON-SOLICITATION

A. Non-Competition.

Source: Item 22 — CONTRACTS (FDD page 43)