What steps will Burros Fries take to preserve and protect the ownership and validity of its Names and Marks?

With respect to Franchisee's franchised use of Burros & Fries Franchise, Inc.'s Names and Marks pursuant to this Agreement, Franchisee agrees that:

1. Franchisee shall use only the Names and Marks as are approved in writing by us for Franchisee's use, and shall use them only in the manner authorized and permitted by us and that in any use whatsoever of the Names and Marks of ours that the Names and Marks are identified as being registered to or owned by Burros & Fries Franchise, Inc., with exclusive rights give to us;

Franchisee shall use the Names and Marks only in connection with the operation of the Business and in advertising for the Business conducted at or from the Franchisee's web page and Accepted Location;

Franchisee shall use and display, as we may require in the operation of the Business, a notice in the form approved by us indicating that Franchisee is a "Franchise of Burros & Fries" and that the Names and Marks are used by Franchisee under such Franchise.

Franchisee must indicate to third parties that it is "independently owned and operated" and that we own the Marks and Franchisee uses them under a license;

Unless otherwise authorized or required by us, Franchisee shall operate and advertise the Business under the Name and Mark "Burros & Fries";

Franchisee's right to use the Names and Marks is limited to such usages as are authorized under this Agreement, and any unauthorized use shall constitute an infringement of our rights and a material breach of this Agreement;

Franchisee must obtain our approval for any use of any item of printed material of any kind bearing any of the Names or Marks, unless we supplied the item.

We shall approve or deny Franchisee's request, which approval is in our sole discretion, within thirty (30) days of receipt of Franchisee's written request.

If we fail to respond to Franchisee's request within said thirty (30) day period, Franchisee's request shall be deemed denied.

Franchisee shall use such notices of Trademark registrations and copyrights as we specify.

Any rights not expressly granted to the Franchisee are reserved to us. Such rights reserved to us include but are not limited to the following:

• 1. Own and/or operate ourselves, and/or authorize others to own and/or operate:

• a) Any kind of business in the Territory which is not substantially similar to a Burros & Fries Business, whether or not using the Marks and System and on any terms and conditions we deem appropriate; and

• b) Any kind of business outside of the Territory, including, without limitation, Burros & Fries Businesses, whether or not using Burros & Fries Marks and System and on any terms and conditions we deem appropriate;

• 1. Develop, distribute and sell Burros & Fries labeled and branded (or any other brand) products and kitchen equipment (if developed) to anyone located anywhere (including within the Territory, if applicable) using any channel of distribution other than the operation of a Burros & Fries Business in the Territory and on any terms and conditions we deem appropriate;
• 1. Develop or become associated with concepts other than the Business franchised hereunder (including dual branding and/or other franchise systems), whether or not using the System and/or the Marks, and award franchises under such other concepts for businesses located and/or operating anywhere;
• 1. Acquire, be acquired by, sell our assets, sell our stock, membership units, or partnership units to, merge, affiliate with or engage in any transaction with other businesses (whether competitive or not), with units located anywhere.

Such transactions may include (but are not limited to) arrangements involving competing outlets and brand conversions (to or from the Burros & Fries Marks and System).

Franchisee agrees to participate at its expense in any such conversion as instructed by us;

• 1. We may choose in our Business Judgment (as defined in Section 21 of this Agreement) to advertise, offer and sell Products and/or provide Services through the Internet and other similar venues (no matter where the person is located) without paying any compensation to Franchisee.

The Internet is a channel of distribution reserved exclusively to us and Franchisee may not independently market on the Internet or conduct e-commerce, without our written consent; and

Franchisee further agrees that, upon termination or expiration of this Agreement, Franchisee shall immediately and permanently cease to use, by advertising, or any manner whatsoever, any Confidential Information, methods, trade secrets, procedures, descriptions of Products and Services associated with us and the Names and Marks and any proprietary marks and distinctive forms, slogans, symbols, signage, logos or devices associated with the System. In particular, Franchisee shall cease to use, without limitation, all signage (this includes vehicles with graphics, if applicable), advertising materials, menus, stationery, forms and any other articles, which display the Names and Marks. Franchisee shall make or cause to be made, at its expense, changes directed by us in signage, vehicles (if applicable), building and structures so as to effectively distinguish the surviving business entity, if any, from itsformer appearance and from other existing Burros & Fries Businesses. Franchisee shall comply with the covenant not to compete and the agreement to maintain the confidentiality of proprietary information, as well as return all information that is considered to be Confidential Information under the terms and conditions of this Agreement back to us.

Source: Item 22 — CONTRACTS (FDD page 53)