What are the conditions under which Byrider Franchising Partners can terminate the Franchise Agreement (as implied by obligations in Item 9) and how does this relate to the use of trademarks (Item 13)?

You must follow Byrider Franchising Partners' rules when you use its Marks. You cannot use any Mark as part of your corporate or legal business name or with modifying words, designs or symbols (except for those Byrider Franchising Partners licenses to you). You will not be permitted to use any Mark in performing any unauthorized services, in selling any unauthorized products or in any other manner Byrider Franchising Partners has not expressly authorized in writing.

You must notify Byrider Franchising Partners immediately of any apparent infringement or challenge to your use of any Mark, or of any claim by any person of any rights in any Mark, and you may not communicate with any person other than Byrider Franchising Partners, Byrider Franchising Partners' attorneys and your attorneys of this infringement, challenge or claim. Byrider Franchising Partners has sole discretion to take the action it deems appropriate and the right to control exclusively any litigation, Patent and Trademark Office proceeding or any other administrative proceeding from this infringement, challenge or claim concerning any Mark. You must sign any instruments and documents, provide any assistance and take any action that, in the opinion of Byrider Franchising Partners attorneys, may be necessary or advisable to protect and maintain Byrider Franchising Partners interests in any litigation or Patent and Trademark Office or other proceeding or otherwise to protect and maintain Byrider Franchising Partners interests in the Marks.

If, in the circumstance of a trademark infringement challenge, Byrider Franchising Partners in its sole discretion directs you to modify or discontinue the use of any Mark or use one or more additional or substitute trade or service marks, you must comply with Byrider Franchising Partners' directions within a reasonable time after receiving notice. Byrider Franchising Partners will reimburse you for your reasonable direct expenses of changing printed advertising and marketing materials for which you have paid. However, Byrider Franchising Partners will not be obligated to reimburse you for any loss of revenue attributable to any modified or discontinued Mark or for any expenditures you make to promote a modified or substitute trademark or service mark.

Byrider Franchising Partners will indemnify you against and reimburse you for all damages for which you are held liable in any proceeding from your authorized use of any Mark, and for all costs you reasonably incur in defending any claim brought against you or any proceeding in which you are named as a party, if you have timely notified Byrider Franchising Partners of the claim or proceeding and otherwise have complied with the Franchise Agreement. Byrider Franchising Partners is entitled, at its option, to defend and control the defense of any proceeding resulting from your use of any Mark.