Which obligations survive the termination or expiration of the Card My Yard agreement?

fees) incurred in connection with our interim management of the Card My Yard business, other than those arising solely from our gross negligence or willful misconduct.

XIX. POST-TERMINATION

• A. Your Obligations Upon Termination. Upon the termination or expiration of this Agreement for any reason, all rights granted to you will terminate, and you must:

• (1) Immediately cease to operate the Card My Yard business under this Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold yourself out as one of our present or former franchisees.

• (2) Immediately and permanently cease to use, in any manner whatsoever, the Marks and any Confidential Information associated with the System. Without limitation of the foregoing, you must cease to use all signs, advertising materials, displays, stationery, forms and any other items which display the Marks.

• (3) Take such action as may be necessary to cancel any assumed name, fictitious name or equivalent registration which contains the mark "Card My Yard" or any other Mark, and furnish us with satisfactory evidence of compliance within five (5) days after termination or expiration of this Agreement.

• (4) Not use any reproduction, counterfeit, copy or colorable imitation of the Marks which is likely to cause confusion, mistake, or deception, or which is likely to dilute our rights in and to the Marks, nor shall you use any designation of origin or description or representation which falsely suggests or represents an association or connection with us constituting unfair competition.

• (5) Promptly pay all sums owing to us and our Affiliates, and all damages, costs and expenses, including reasonable attorneys' fees and costs, incurred by us as a result of any default by you or in connection with obtaining injunctive or other relief for the enforcement of any provisions of this Article XIX., which obligation shall give rise to and remain a lien in favor of us against any and all of your assets, until such obligations are paid in full.

• (6) Promptly deliver to us all Manuals, Software Programs, Confidential Information, and other materials related to the operation of the Card My Yard business in your possession or control, and all copies thereof, all of which are acknowledged to be our property, and retain no copy or record of any of the foregoing, except your copy of this Agreement and of any correspondence between you and us and any other documents which you reasonably need for compliance with any provision of law. Such shall expressly include all branded materials, signs purchased from us, and all other materials relating to or arising out of the operation of the Card My Yard business, which must be delivered within ten (10) business days to us, at our cost.

• (7) Comply with the restrictions against the disclosure of Confidential Information and against competition contained in Article XI. of this Agreement and cause any other person required to execute similar covenants pursuant to Article XI. to also comply with such covenants.

• (8) Promptly furnish to us an itemized list of all advertising and sales promotion materials bearing the Marks, whether located at the Card My Yard business or at any other location under your control. We will have the right to inspect these materials and the option, exercisable within thirty (30) days after such inspection, to purchase any or all of the materials at your cost. Materials we do not purchase cannot be used by you or any other person for any purpose unless authorized in writing by us.

• (9) At our option, assign to us all rights to the URLs (uniform resource locators) and telephone numbers of the Card My Yard business and any related business listings and execute all forms and documents required by us to transfer such service and numbers to us. You agree to use different telephone numbers at or in connection with any subsequent business conducted by you.

• (10) Make such modifications or alterations to the premises as are necessary to distinguish the appearance of the Franchise Location from that of the Card My Yard businesses, and, if you fail or refuse to do so, we shall have the right to enter upon the premises, without being guilty of trespass or any other crime or tort, to make or cause such changes to be made, at your expense.

• B. Our Post-Term Options. Upon the termination or expiration of this Agreement, we shall have the following options:

• (1) The option, exercisable by giving written notice to you within sixty (60) days from the date of such termination or expiration, as applicable, to require you to immediately transfer, assign and deliver all yard letters and yard signs to us at no cost (except that we will pay reasonable shipping costs), and the option to otherwise acquire all or some of the other assets of the Card My Yard business from you. The date on which we notify you

whether or not we are exercising our options is referred to as the "Notification Date." We will have the unrestricted

right to assign these options, and we or our assignee will be entitled to all customary warranties and representations in connection with the asset transfer, including, without limitation, representations and warranties as to ownership and condition of and title to assets; liens and encumbrances on assets; validity of contracts and agreements; and liabilities affecting the assets, contingent or otherwise; and a general release.

Source: Item 23 — RECEIPTS (FDD pages 84–259)