Does the Buona franchise agreement grant exclusive rights to the franchisee?

s outside of and apart from the operation of the Franchised Business at the Approved Location without Franchisor's prior written consent, which may be withheld by Franchisor in its sole discretion.

• 1.3 Protected Area. Subject to the terms and conditions of this Agreement and provided Franchisee or any of its affiliated companies is not otherwise in default of this Agreement or in default of any other agreement with Franchisor or with a parent, subsidiary or affiliate of Franchisor ("Affiliates"), Franchisor shall not establish, nor grant another the right to establish a Buona Restaurant during the Term, within the area described in Exhibit A of this Agreement (the "Buona Protected Area"), without Franchisee's prior written consent. The Buona Protected Area will be a geographic area around the Approved Location with a minimum people population of Sixty Thousand (60,000) if the Approved Location is in a non-urban location and a one-half (1/2) mile radius around the Approved Location if it is located in an urban area. Upon determination of the Approved Location, Franchisor and Franchisee shall complete and execute Exhibit A with a description of the Buona Protected Area. Franchisee is not granted a protected area or any exclusive rights relating to The Original Rainbow Cone portion of the Franchised Business.

• 1.4 Limitations to Protected Area. The provisions of Section 1.3 shall not apply if the Franchised Business is operated in any of the following types of locations and/or with respect to such locations within the Buona Protected Area ("Captive Locations"), at which Franchisor retains the right, in its sole discretion, to franchise and/or operate Franchised Businesses, and to distribute by any means products and services of the System:

• (a) Transportation facilities (including but not limited to airports, train stations, bus stations, etc.);

• (b) Educational facilities (including but not limited to schools, colleges and universities);

• (c) Institutional feeding facilities (including but not limited to hospitals, hotels, and corporate or school cafeterias);

  • (d) Government institutions and facilities such as military bases;
  • (e) Enclosed shopping malls;
  • (f) Entertainment venues, including casinos;
  • (g) Sports stadiums; and
  • (h) Amusement and/or theme parks.

• 1.5 Reservation of Rights. Except as otherwise set forth herein, (a) the franchise granted to Franchisee under this Agreement is non-exclusive, and Franchisor grants to Franchisee the rights to establish and operate the Franchised Business at only the specific Approved Location, (b) no other exclusive, protected or other territorial rights related to the Franchised Business or otherwise is to be inferred and (c) Franchisor and/or its Affiliates have the right to operate and grant as many other franchises for the operation of Franchised Businesses other than the Protected Area, anywhere in the world, as they shall, in their sole discretion, elect. Franchisor and its Affiliates retain the rights among others, within or outside of the Protected Area, without any compensation to Franchisee, to:

• (a) distribute products and services which comprise, may in the future comprise or which do not comprise, a part of the System through any alternative distribution channels including, but not limited to, supermarkets and other retail facilities, wholesale sale, catalogs, direct marketing, the Internet or similar electronic media, using the Marks and other trademarks or service marks ("Alternate Distribution Channels");

• (b) establish businesses which are franchised, licensed or owned by Franchisor or any affiliate at any locations Franchisor deems appropriate or distribute products or services which are similar to the products and services offered under the System under trade names, trademarks, service marks, trade dress or other commercial symbols other than the Marks.

• (c) acquire or be acquired by a company establishing businesses identical or similar to the Franchised Business, even if the other business operates, franchises, and/or licenses competitive businesses anywhere, including the Protected Area;

Source: Item 22 — CONTRACTS (FDD page 78)