What are the 'Names and Marks' licensed to the Franchisee in connection with the Carbones Pizzeria system?

W I T N E S S E T H:

WHEREAS, Franchisor controls or is the owner of certain commercial trade names, trademarks, service marks, domain names and other commercial symbols including associated logos now or hereafter selected, used or promoted by Franchisor and licensed to Franchisee in connection with the Carbone System (as defined below) (collectively, "Names and Marks"); and

WHEREAS, Franchisor has created and developed certain skill and know-how in the sale and preparation of pizza and various other food and beverage items, including the development of unique and valuable recipes and sales procedures, business plans, standards, specifications, methods, processes, techniques, and sourcing, all of which may be changed from time to time by Franchisor (collectively, the "Carbone System") but specifically excluding any employee policies or procedures that Franchisor may make available to Franchisee for its optional use during the term of this Agreement; and

WHEREAS, Franchisee wishes, upon the terms and conditions set forth in this Agreement, to be assisted and trained by Franchisor to engage in the business of operating a restaurant selling pizza and other items under the Names and Marks (the "Franchise"), all in accordance with the Carbone System, it being understood that Franchisee recognizes the importance to Franchisor and to the public of maintaining the distinctive standards, qualities and attributes of a Carbone's Pizza Restaurant, and Franchisee is willing to maintain such standards, qualities and attributes.

NOW, THEREFORE, in consideration of the foregoing recited facts and the mutual agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, the parties agree as follows:

1. Grant of Franchise.

• a. Franchisor grants Franchisee a Franchise to use the Carbone System to develop and operate a restaurant selling pizza and other food items under the Names and Marks during the term of this Agreement.
• b. The location of the restaurant to be operated under this Agreement is set forth on the Rider (the "Restaurant") to this Agreement, and such address shall not be changed without the prior written approval of Franchisor.

2. Term and Renewal.

• a. The initial term of this Agreement shall be for a period of ten (10) years, commencing on the date of this Agreement, unless sooner terminated as provided in this Agreement.
• b. Franchisee may, at its option, renew the Franchise granted by this Agreement for one period of ten (10) years provided Franchisee: (i) is not in violation of any of the terms of this Agreement; (ii) executes the then-current form of franchise agreement used by Franchisor at that time in connection with the sale of Franchises; (iii) pays a renewal fee of One Thousand Five Hundred Dollars ($1,500) (the "Renewal Fee") at the time it provides its notice of renewal as discussed below; (iv) updates its Restaurant to meet all of Franchisor's then-current requirements; and (v) provides Franchisor with written notice of its intent to renew the Franchise not less than one hundred eighty (180) days and not more than three hundred sixty-five (365) days prior to the expiration of the initial ten (10) year term.
• c. Franchisee shall not be obligated to pay the franchise fee described in Section 5(a) of this Agreement in the event of any such renewal, but shall pay the Renewal Fee.

**3.

Source: Item 23 — RECEIPTS (FDD pages 30–116)