Where does a Bumble Roofing franchisee's right to use the Marks and Copyrighted Materials derive from?

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RECITALS

WHEREAS, Franchisor and its affiliates have developed a comprehensive system for the operation of a business which offers and sells roofing installation and repairs, and related products and services, for residential and commercial customers.

WHEREAS, Roofing Businesses are operated under a unique business system, including valuable know-how, information, Trade Secrets, Confidential Information, methods, Manual, standards, designs, methods of trademark usage, copyrights, sources and specifications, confidential electronic and other communications, methods of Internet usage, marketing programs, and research and development (the "System").

WHEREAS, the distinguishing characteristics of the System include the trademark "BUMBLE ROOFING" and other trademarks and trade names, confidential operating procedures, confidential Manual, standards and specifications for equipment, services and products, method of Internet usage, methods of service, management and marketing programs and sales techniques and strategies. All of these distinguishing characteristics may be changed, improved, and further developed by Franchisor from time to time. They are Franchisor's Confidential Information and Trade Secrets and are designated by and identified with the Marks described in this Agreement.

WHEREAS, Franchisor's affiliate, Lynx Franchising Intellectual Property, LLC ("Lynx IP") is the owner of certain trademarks and service marks associated with or related to the System, and which represent the System's high standards of quality, service and customer satisfaction, and Lynx IP has granted to Franchisor the right to use and sublicense others to use those trademarks and service marks.

WHEREAS, Franchisee acknowledges the benefits to be derived from being identified with the System, and also recognizes the value of the Marks and the continued uniformity of image to Franchisee, Franchisor, and other franchisees of Franchisor.

WHEREAS, Franchisee acknowledges the importance to the System of Franchisor's high and uniform standards of quality, service and customer satisfaction, and further recognizes the necessity of opening and operating a Roofing Business in conformity with the System, whether such Roofing Business is located in Franchisee's home or an outside leased or owned location.

WHEREAS, Franchisee recognizes that in order to enhance the value of the System and goodwill associated with it, this Agreement places detailed obligations on Franchisee, including strict adherence to Franchisor's reasonable present and future requirements regarding the types of products sold, services offered, advertising used, operational techniques, marketing and sales strategies and related matters.

WHEREAS, Franchisee is aware of the foregoing and is desirous of obtaining the right and obligation to use the System and in association therewith, the right and obligation to use the Marks, and wishes to be assisted, trained, and franchised to operate a Roofing Business pursuant to the provisions and

within the Territory specified in this Agreement, subject to the terms and conditions contained in this Agreement.

The parties therefore agree as follows:

DEFINITIONS

For the purposes of this Agreement, the following are hereby defined:

• (a) "Agreement" means this agreement, attachments, addenda and all instruments in amendment hereof.
• (b) "Affiliate" means any person or entity that controls, is controlled by, or is in common control with, Franchisor.
• (c) "Business" or "Roofing Business" means the business operations conducted or to be conducted by Franchisee consisting of a business offering and selling roofing installation, maintenance, and repairs, and related products and services, for residential and commercial customers.
• (d) "Confidential Information" means all knowledge, know-how, standards, formulas, methods and procedures related to the establishment and operation of the Business and use of the System, and includes all records pertaining to customers, suppliers, and other service providers of, and/or related in any way to, the Business including, without limitation, all databases (whether in print, electronic or other form), all names, addresses, phone numbers, e-mail addresses, customer purchase records, mail lists, manuals, promotional and marketing materials, marketing strategies and any other data and information which Franchisor or its Affiliates designates as confidential, including without limitation all information contained in Franchisor's Manual, which may be provided as one or more separate manuals, written instructional guides, CD Rom, electronic formats, via the Franchisor's intranet system, or other communications from Franchisor or its affiliates, which Franchisor has the right to periodically change or supplement.
• (e) "Franchise" shall mean the business operations conducted or to be conducted using Franchisor's System and in association with the Marks.
• (f) "Gross Revenues" means the total of all receipts derived from all sales of products and services in connection with Franchisee's Roofing Business, including, without limitation, labor, insurance claims for lost profits to the extent a claim is paid by the insurer, and all other products and services sold or performed by or for Franchisee or Franchisee's Roofing Business or by means of the business conducted under this Agreement, whether the receipts are evidenced by cash, credit, checks, gift certificates, scrip, coupons, services, property or other means of exchange.

Source: Item 22 — CONTRACTS (FDD page 53)