• (b) Reservation of Rights. Franchisor grant franchises and the rights to develop and operate a BURNEY'S SWEETS & MORE Shop only pursuant to the express terms of written agreements and not orally. All rights that are not granted to Franchisee in this Agreement are specifically reserved to Franchisor, and Franchisor will not be restricted in any manner from exercising them nor will Franchisor be required to compensate Franchisee should Franchisor exercise them. This includes the right, directly or through others and regardless of either (a) proximity to Franchisee's Shop or Territory or (b) any actual or threatened impact on sales of Franchisee's Shop to:
  • (iv) use the Marks in connection with soliciting or directing advertising or promotional materials to customers anywhere in the world (including within the Territory); and

(b) Brand Fund.

(i) Use. Franchisor has the sole discretion to determine where the Brand Fund contributions will be spent to promote, enhance, or further the growth of the BURNEY'S

• SWEETS & MORE brand, shops, and System, including, but not limited to: research; promotional marketing, public relations, and advertising expenses to promote the brand; hiring marketing, public relations and advertising agencies, technology companies, or inhouse personnel to assist in developing the BURNEY'S SWEETS & MORE brand name; developing, evaluating, or using technologies that may benefit the brand, the customers, the franchisees, or the brand's reputation; developing new products and franchisee revenue sources; expenses associated with listings on websites, contest registrations, digital marketing content, influencer marketing, radio, billboard, TV, print, or internet advertising, and events and promotions designed to garner media attention and promote the brand name; brand partnerships; expenses associated with conducting market research; development of technology and enhancements for the brand; travel expenses in connection with promotions and marketing meetings, training, development of trademarks and trademarked materials; production of marketing, public relations, or digital or social media content, including, but not limited to, advertisements, coupons, and other promotional materials; expenses incurred in developing and maintaining non-franchise sales portion of an Online Presence; developing and maintaining any Online Presence; and expenses incurred in using search engine optimization, pay-per-click, or other digital marketing software, services, or companies to help promote the brand, and for any other use Franchisor determines.

Sums paid by Franchisee shall not be used to defray any of Franchisor's expenses, except for such reasonable administrative costs and overhead, if any, that Franchisor may incur in activities reasonably related to the administration or direction of the Brand Fund and promotion and advertising programs for franchisees and the System, including, among other things, the cost of personnel for creating and implementing the programs paid for by the Brand Fund.

• (ii) Administration.

The Brand Fund is not audited.

Franchisor has no obligation to provide Franchisee with an accounting of the Brand Fund expenditures.

• (d) Supplemental Advertising.

Franchisee shall have the right to conduct, at its separate expense, supplemental advertising in addition to the expenditures specified in this Section 8.

All such supplemental advertising shall either have been prepared by Franchisor or approved by Franchisor pursuant to Section 8(f).

• (e) Directory Advertising.

Franchisee shall arrange for the listing of the Franchised Business's telephone number and email address in any print or online directory designated by Franchisor under the name "BURNEY'S SWEETS & MORE" or such other name as the Franchisor may designate.

All advertising and promotion in such media (beyond a simple listing of name, address, and telephone number) shall be subject to Franchisor's approval.

Franchisor has the right to arrange for directory listings for franchisees operating Franchised Businesses under the System and, at Franchisee's expense, for Franchisee; in which case Franchisee shall pay Franchisor as Franchisor may designate.

• (f) Approval by Franchisor.

Any and all advertising and promotional materials Franchisee uses must be approved by Franchisor.

Source: Item 22 — CONTRACTS (FDD page 50)