1.1 Grant

Subject to the terms, conditions and limitations elsewhere in this Agreement, we hereby grant to you a right and license to use the System, the Proprietary Marks and to market, sell and provide the Approved Services and Products in accordance with the System within your Territory. The Approved Services and Products are the only services and products authorized to be offered and sold at or through the Business. The right and license granted in Section 1.1 hereof shall be restricted solely and exclusively to use of the System and Proprietary Marks in and from the Protected Territory (as defined below), however, except for Services provided to existing clients of other franchisees relocated to within your Territory on a temporary basis and as otherwise expressly stated in this Agreement, we will not operate a CARING SENIOR SERVICE Business, or grant anyone else the right to operate a CARING SENIOR SERVICE Business, that provides Approved Services and Products within your Territory while this Agreement is in effect.

1.2 Location

During the term of this Agreement, the Business Premises shall be used exclusively by you and solely for the purpose permitted by this Agreement. In the event that, prior to the termination of the franchise hereunder and provided you have leased space for the Business, the lease or sublease should expire or terminate without your fault, or if the landlord closes the location where the Business is located, or if the Premises should be expropriated or you otherwise lose possession thereof without fault on your part, you shall be entitled to relocate the Business to another location acceptable to us, provided that:

• (a) we have first given our written consent to such relocation and new site;
• (b) the new premises shall be developed by you in the same manner as described in Article 3 hereof solely at your costs, if you will lease premises for the Business; and
• (c) the new premises shall be located within your Protected Territory.

1.3 Non-Exclusivity

Except as set forth above, the license granted to you by this Agreement is non-exclusive and we shall have, at all times throughout the term of this Agreement and any renewals hereof, and at all places, the unqualified right to open and operate, or to franchise and license others to open and operate, businesses

utilizing the System anywhere, except within your Protected Territory, unless such exclusivity is revoked pursuant to this Agreement, regardless of the proximity to your Business.

1.4 Limitations on Sale of Approved Services

This license does not include any right to sell any product for resale or the right to sell any product or provide any service at or from any location except from the Premises. Use by you, directly or indirectly, of the System, the Proprietary Marks licensed hereunder, the sale of any product or the servicing of Business clients at any location other than from the Premises or at your clients' homes or places of residence shall be a material breach of this Agreement and shall give us, in addition to all other rights and remedies hereunder, the right to terminate this Agreement.

1.5 Rights Reserved to Us; Territorial Restrictions

We reserve the right to establish or operate, or franchise any other franchisee to establish or operate, a Business under the System at any location outside of the Protected Territory. We (and any affiliates that we periodically might have) have the right:

• (a) to establish and operate, and grant rights to other franchisees to establish and operate, Caring Senior Service Businesses or similar businesses at any locations outside of the Protected Territory and on any terms and conditions we deem appropriate;
• (b) to sell services and products identical or similar to, or dissimilar from, those your Franchised Business sells, whether identified by the Proprietary Marks or other trademarks or service marks through alternative distribution channels, wherever located or operating. The term "alternative distribution channels" includes the Internet, catalog sales, telemarketing or other direct marketing sales;
• (c) to purchase or otherwise acquire the assets or controlling ownership of one (1) or more businesses identical or similar to your Business, some or all of which might be located anywhere, including within the Protected Territory;
• (d) to be acquired;

Source: Item 23 — RECEIPTS (FDD pages 53–204)