[Item 23: RECEIPTS]

Franchisor deems appropriate, Franchisor will, during the Term, subject to the availability of personnel, provide Franchisee with additional trained representatives who will provide on-site remedial training to Franchisee.

6. BUMPER MAN BUSINESS OPERATIONS.

• (a) Standards. Franchisee understands the importance of maintaining uniformity among all of the Bumper Businesses and the importance of complying with the Standards relating to the operation of the Bumper Business. Franchisee may not engage in any cobranding in or with the Bumper Business or operate any other business during the Term (provided nothing contained in this Section 6(a) will prohibit Franchisee's Operating Principal (if Franchisee is an Entity) from engaging in another business that is not a Competitive Business during hours in which Customers within the Designated Area are not open for business for the purposes of supplemental income). Notwithstanding the foregoing, Franchisor may allow for a deviation from the Standards at its sole option.
• (b) Maintenance. Franchisee must at all times maintain the appearance, mechanics, sign, equipment and overall condition of the approved Bumper Business vehicle, both inside and outside in excellent repair and a clean condition and comply with the Standards. Franchisee is solely responsible for maintenance, repair and replacement where necessary to maintain normal operating conditions and for any liabilities arising therefrom in accordance with this Agreement.
• (c) Improvements. Franchisor may from time to time require Franchisee to engage in upgrading, renovation, repairs and maintenance of the Bumper Business vehicle and tools in accordance with Franchisor's then-current Standards. Franchisor reserves the right to require upgrading at more frequent intervals on reasonable notice, if Franchisor decides in its discretion, that it should be appropriate, whether system wide or for an individual franchise due to marketing requirements, deterioration, appearance or operations. Franchisee must complete to Franchisor's satisfaction any changes Franchisor requires within a reasonable time, not to exceed three months from the date Franchisee is notified of any required changes, unless otherwise agreed to in writing by Franchisor. Franchisee acknowledges and agrees that the requirements of this Section 6(c) are both reasonable and necessary to ensure continued public acceptance and patronage of the Bumper Man businesses and to avoid deterioration or obsolescence in connection with the operation of the Bumper Business. If Franchisee fails to make any improvement as required by this Section 6(c) or perform maintenance as described in Section 6(b), Franchisor may, in addition to its other rights in this Agreement, effect such improvement or maintenance and Franchisee must reimburse Franchisor for the costs Franchisor incurs.
• (d) Designated Supplier. Franchisee must purchase Operating Assets, Products and Proprietary Products from Franchisor's designated and approved suppliers as set forth in the Manual. Franchisor or any of its Affiliates may be designated as the sole supplier for any Operating Assets, Products or Proprietary Products. In addition, Franchisor or its Affiliates may receive payments or other consideration from suppliers who provide Operating Assets or Products to franchisees operating under the System which Franchisor or its Affiliates may use in any manner Franchisor determines appropriate.
• (e) Operating Assets. Franchisee will use in the operation of the Bumper Business the Operating Assets (including the tablet equipped with Franchisor's Manual and invoicing software) loaned to Franchisee, in accordance with the Standards and loan terms set forth in the Manual. Franchisor makes no warranties, express or implied, with respect to the Products, Proprietary Products or Operating Assets provided by any supplier, including by or as a result of any statements made by Franchisor's employees or agents, or statements contained in the Manual, printed materials or general advertising materials. Except for any express limited warranty made by Franchisor or its Affiliates with respect to any Product, Proprietary Products or Operating Assets sold by Franchisor or its Affiliate, Franchisor or its Affiliate, as applicable, makes no warranty of merchantability or of the fitness of any Products or

Operating Assets for any particular purpose. Any model or sample shown to Franchisee is provided solely to illustrate the general type, nature and quality of such items and not to represent or warrant that any such item would conform to such model or sample.

FRANCHISE AGREEMENT

This Agreement is made as of the Effective Date between Franchisor and Franchisee.

RECITALS:

WHEREAS, Franchisor has expended significant effort, money and time to develop the System, all of which may be periodically changed or modified, at Franchisor's sole option, for establishing and operating a Bumper Man bumper repair service that offers mobile bumper repair services and utilizes the System and Marks.

WHEREAS, Franchisor developed and will continue to develop valuable goodwill in the Marks and may periodically develop or acquire other trademarks and service marks for use under the System, all of which may be substituted or modified at Franchisor's sole option.

WHEREAS, Franchisee desires to operate a Bumper Man bumper repair service (below defined as "Bumper Business") pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of Franchisor granting to Franchisee the right to operate a Bumper Business subject to and in accordance with the terms hereof, the mutual obligations provided for in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS.

Certain initially capitalized terms used frequently in this Agreement are defined in this Section 1. Other terms are defined elsewhere in this Agreement in the context in which they arise.

(a) "Affiliate" means, with respect to a named Person, any Person that is controlled by, Controlling or under common Control with the named Person.

Operating Principal is not able to continue to serve in such capacity or no longer qualifies to act as such in accordance with this Section 11(a), Franchisee must promptly notify Franchisor in writing and request Franchisor's consent to Transfer in accordance with Sections 16(b)-(f). Any failure to comply with the requirements of this Section 11(a) will be deemed an Event of Default under this Agreement.

(b) Other Personnel. Franchisee's Operating Principal is the sole Person authorized to operate the Bumper Business unless otherwise approved by Franchisor in writing. If Franchisor authorizes Franchisee to utilize Personnel (i.e. Operating Principal's spouse, child, parent or as otherwise approved by Franchisor in writing) in the operation of the Bumper Business, then Franchisee will be solely responsible for all employment and personnel decisions involving such Personnel, including without limitation the hiring, firing, discipline, supervision, direction, scheduling, and compensation of such Personnel. Franchisee will ensure that each such Personnel will at all times comply with the terms and conditions of this Agreement to the extent applicable and the Standards in connection with the performance of the Designated Services and operation of the Bumper Business. Franchisor will not be involved in, or responsible for, training, employment, compensation or any other personnel matters and decisions made by Franchisee, as further described in Section 17(d).

12. RECORDS, AUDITS, AND INSPECTIONS.

• (a) Accounting and Records. Franchisee will obtain and be solely responsible for its own accounting services and any required hardware or software related thereto. Franchisee will at all times maintain accurate and complete records as specified in the Manual, including, without limitation, sales, inventory and expense information, in order to generate the reports requested by Franchisor.
• (b) Inspections and Audits. Franchisor and its designated agents or representatives will have the right at any time, to inspect, examine, audit, and copy any books and

(b) Compliance with Applicable Law; Operating Permits. Franchisee will at all times operate the Bumper Business in full compliance with Applicable Law. Franchisee must notify Franchisor in writing immediately upon the commencement of any legal action, suit, or proceeding, any administrative action, or the issuance of an order of any court, agency, or other governmental instrumentality, which may adversely affect the operation of the Bumper Business or Franchisee's financial condition; or the delivery of any notice of violation or alleged violation including arrest of Franchisee (if Franchisee is an individual) or Franchisee's Operating Principal (if Franchisee is an Entity) of any Applicable Law, including those relating to health or safety. Franchisee will refrain from any business or advertising practice which may be injurious to Franchisor's business, to the business of other Bumper Man businesses, or to the goodwill associated with the Marks, provided, however, that nothing in this Section 9(b) or elsewhere in this Agreement restricts or is intended to restrict Franchisee's communications with any state or federal law regulator or enforcement authority about potential violations of law. Franchisee will be solely responsible for procuring and continuously maintaining thereafter all approvals, permits, and/or licenses required for the operation of the Business.

(c) Credit Card and Other Methods of Payment. Franchisor may, at its option, designate in writing credit and debit card issuers or sponsors check or credit verification services, financial center services, and electronic funds transfer systems, and upon any such designation by Franchisor, Franchisee must maintain credit card relationships with such credit and debit card issuers or sponsors check or credit verification services, financial center services, and/or electronic funds transfer systems in connection with the operation of the Bumper Business and refrain from using any services or providers that Franchisor has not approved in writing or for which Franchisor has revoked its approval. Franchisor may modify its requirements and designate additional approval or required methods of payment and vendors for

Business, including without limitation the tablet on which the Manual and Proprietary Software are stored.

• (d) Disassociation in Communication Methods. Franchisee will, at Franchisor's option, assign to Franchisor (or its designee) or cancel any electronic mail address, domain name, search engine, website, or Social Media account that associates Franchisee with Franchisor, the Bumper Business, System, or Marks. Franchisee will notify the telephone company and all telephone directory publishers of the expiration or termination of Franchisee's right to use any telephone, telecopy, or other numbers and any telephone directory listings associated with any Mark, authorize the transfer of such numbers and directory listings to Franchisor in accordance with Exhibit G, or, at Franchisor's direction, instruct the telephone company to forward all calls made to Franchisee's telephone numbers to numbers Franchisor specifies.
• (e) Other De-Identification Obligations. Franchisee will promptly make such alterations as Franchisor specifies in the Manual or otherwise to distinguish the Bumper Business clearly from its former appearance and from other Bumper Man businesses so as to prevent confusion therewith to the public (e.g. remove Bumper Man vehicle wrap). Within 30 days from the effective date of expiration or termination of this Agreement, Franchisee will deliver to Franchisor all Brand Property (including without limitation the tablet used in connection with the operation of the Bumper Business and Bumper Man tools) and all other signs, vehicle wraps, advertising and promotion materials, forms and other materials containing any Mark or otherwise identifying or relating to a Bumper Business and allow Franchisor, without liability to Franchisee or third parties, to remove all such items from the Bumper Business. Franchisee will be responsible for all costs and expenses it incurs in complying with this Section 19(e) and furnish to Franchisor, within 30 days from the effective date of expiration or termination of this Agreement, with evidence satisfactory to Franchisor of its compliance with the foregoing obligations.
• Bumper Business, Franchisor will provide Franchisee with at least one member of Franchisor's personnel, or its designated representative for a minimum of three days, to assist Franchisee with marketing the Bumper Business and establishment of initial Customer accounts for the Bumper Business. Franchisor's personnel and designated representatives will in no way be responsible for the operation of the Bumper Business at any time, including such times as Franchisor's personnel provides the assistance before or after the Bumper Business commences operations as set forth in this Section 5(b).
• (c) Additional Training. Franchisee or its Operating Principal (if Franchisee is an Entity), at Franchisor's request, must attend such additional training programs and seminars as Franchisor may offer from time to time, if Franchisor requires such attendance. Franchisee must pay Franchisor's then-current training fee for any additional training designated by Franchisor or requested by Franchisee. Franchisee will be solely responsible for any and all costs and expenses incurred by Franchisee in connection with such additional training, including, without limitation, compensation, travel, lodging and miscellaneous costs.
• (d) Meetings and Conferences. Franchisor may from time to time hold periodic system-wide meetings at locations designated by Franchisor to address matters of general interest to the System, including, without limitation, Franchisor's annual franchisee conference. Provided that Franchisee has not committed an Event of Default and failed to cure such Event of Default, Franchisee's Operating Principal may attend any such meetings and conferences offered by Franchisor. Unless otherwise provided by Franchisor at its option, Franchisee will be solely responsible for all costs and expenses incurred by Franchisee and its Operating Principal in connection with attending such meetings and conferences, including, without limitation, costs of obtaining any required certifications, compensation, travel, lodging, meals and miscellaneous expenses.
• (e) On-Site Remedial Assistance. Upon the reasonable request of Franchisee or as

Source: Item 23 — RECEIPTS (FDD pages 45–180)