Under what circumstances might a Burros Fries franchisee be required to upgrade kitchen equipment, furnishings, fixtures, technology items, or signage?

tional programs, marketing programs and/or product promotions promulgated by us periodically.

I. Use Approved Products, Supplies, Kitchen Equipment, Vendors and Suppliers

Franchisee acknowledges that we have spent considerable time in developing the Products, Services, standards, processes, methods and technology used in the operation of a Burros & Fries Business. Accordingly, Franchisee acknowledges that Franchisee is to use only approved products, supplies, kitchen equipment, vendors, suppliers and services that includes, but is not limited to: ingredients (such as dry goods, our spice packages, sauces, dressings, condiments, etc.), fresh produce, dairy products; beverage products (such as: tea, carbonated drinks, juices and specialty beverages), supplies (such as small wares, disposables, packaging materials, disposables and cooking supplies), any merchandise for sale (such as: shirts, hats, baby bibs, etc.), kitchen equipment (such as: refrigerators, freezers, etc. as described in Item 7), furnishing and fixtures, technology items (such as computers, POS system, sound system, etc.), software, printed menus, signage, uniforms, professional laundry services, merchant services, POS and technology support services and printed advertising materials necessary for the operation of the Business. We may derive income through license fees, promotional fees, advertising allowances, rebates or other monies paid by approved vendors and/or suppliers. We do not know the precise basis of these payments because we have never previously collected them but if we collect such payments we have the discretion to use them as we determine. If we require Franchisee to buy from us, products, supplies or kitchen equipment the price and quality will be comparable to similar products, supplies and kitchen equipment from other sources Franchisee agreesthat we may periodically and upon written notice, add to, modify or change such approved products, supplies, kitchen equipment, vendors and suppliers and there is no limit in our right do so. Franchisee promises to promptly accept and implement, in the operation of its Business, all such additions, modifications and changes at Franchisees expense. In addition, Franchisee acknowledgesthat:

• 1. We have spent considerable time designing the decoration and outfitting of a Burros & Fries Business with specific kitchen equipment, furnishing, fixtures, décor items and signage. This is part of our trade dress. Franchisee must purchase such items from us and/or our affiliates or approved vendors as specified in the Operations Manual and Section 12.T of this Agreement.
• 1. To insure the consistent high quality and uniformity of Products and Services provided by the Franchised Businesses, Franchisee must lease or purchase all products, supplies, kitchen equipment and services (as described above) for use in the operation of its Business, from us, our affiliates or approved vendors who demonstrate to our continuing satisfaction an ability to meet our standards and specifications. We are not liable to Franchisee for any loss or damage, or deemed to be in breach of this Agreement, if we, our affiliates or approved vendors and/or suppliers cannot deliver, or cause to be delivered, Franchisee's order of products, supplies or kitchen equipment where such items are outof-stock or discontinued. Franchisee is prohibited from purchasing or leasing products, supplies, kitchen equipment and services from unapproved vendors and/or suppliers who are not on our approved list without our written approval. 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. Such approval or disapproval shall be made by email or any other form of written communication. Failure of Franchisee to purchase such items from us, our affiliates or approved vendors and/or supplies and use such unapproved items in the operation of its Business may result in termination of this Agreement as specified in Section 23.C of this Agreement.
• 1. In approving any vendor or supplier we may consider factors such as: price, quality, composition, performance, accuracy of product claims, durability, safety, technical specifications, frequency of delivery, design, service maintenance programs, determination of quality control, value, customer service strength, prompt attention to complaints, litigation against the supplier, reputation of supplier, any product recalls instituted by the United States Consumer Product Safety Commission, the supplier's financial strength and capacity to supply franchisee's needs promptly, reliably, and cost effectively. All vendors and suppliers must be approved in writing by us and may be disapproved by us anytime thereafter. If Franchisee desires to lease or purchase unapproved equipment, products, supplies or services from unapproved vendors, Franchisee shall submit to us a written request for such approval. 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. Such approval or disapproval shall be made by email or any other form of written communication. We shall have the right to require, as a condition of its approval and review, that its representatives are permitted to inspect the facilities of the proposed vendor and that the proposed item is delivered to us or our designee for testing. The cost of such inspection and testing shall be paid by Franchisee, vendor or supplier and we shall not be liable for damage to or for the return of any sample and Franchisee may be responsible for the product, vendor and equipment assessmentfee as described in Section 10.H of this Agreement.

Source: Item 22 — CONTRACTS (FDD page 53)