How is the geographical territory for a Caring Transitions franchise defined?

chise in accordance with all of the terms and conditions of this agreement;

THEREFORE, the parties agree as follows:

ARTICLE 1

APPOINTMENT

• 1.1 Grant of Franchise. Franchisor hereby grants to Franchisee, upon the terms and conditions herein contained, (i) the right and franchise, and Franchisee undertakes the obligation, to operate a business that organizes and conducts sales of estate assets, personal belongings, and household goods and provides transition services, liquidations and moving management services (the "franchised business") using Franchisor's System and (ii) a non-exclusive license to use solely the Marks and the System as they may be changed, improved and further developed from time to time, within the geographical area described in Section 1.2 (the "Territory").
• 1.2 Territory Defined. The Territory is a geographical area delineated by postal codes and more particularly described on an exhibit ("Exhibit B") to be attached to, incorporated in, and made a part of this agreement. If for any reason the boundaries or numbers of any postal code(s) that comprise the

Territory are moved, altered or eliminated, Franchisor shall re-define the boundaries of the Territory to correspond as nearly as possible, in Franchisor's sole and absolute discretion, to Franchisee's original Territory, and Franchisor's decision shall be final and binding upon both Franchisor and Franchisee. Franchisee shall not relocate the franchised business from the Territory described in Exhibit B without the prior written approval of Franchisor. Except as may be otherwise permitted by this agreement, Franchisee shall operate the franchised business only within the Territory described on Exhibit B.

• 1.3 Scope of Territorial Protection. During the term of this agreement, Franchisor shall not establish or franchise another to establish a business substantially similar to the franchised business within Franchisee's Territory. Franchisee acknowledges that the franchise granted hereunder is otherwise non-exclusive and is granted subject to the terms and conditions of Sections 1.4 through 1.10 and 8.6 of this agreement. Except as expressly described in this paragraph, Franchisee does not have any "exclusive territory" or any "exclusive," "protected," or "reserved" territorial or similar rights, and there is and will be no limitation on Franchisor's rights to locate and consent to the location of other Caring Transitions Franchises or other facilities of any type at any location, regardless of the distance from, impact on, or vicinity of, the franchised business or the number of Caring Transitions Franchises in an area or market. Except as permitted by Sections 1.4 and 1.5 below, Franchisee may not provide or sell products or services in a franchise territory granted to another franchisee of the System. The territorial protection granted under this Section does not extend to the solicitation of employees, and nothing in this agreement prohibits other franchisees of Franchisor from advertising for and soliciting employees in Franchisee's Territory. Franchisee's right to exclusively operate the franchised business within Franchisee's Territory (subject to Sections 1.4 and 1.5 below) shall begin once Franchisee has completed Franchisor's initial training program (see Section 7.1 below) and the franchised business has become fully operational.
• 1.4 National Accounts. The rights granted to Franchisee by this agreement do not include the exclusive right to offer or provide products or services to National Accounts, and National Accounts are hereby specifically excluded from Franchisor's territorial restrictions in Section 1.3 above. Franchisee acknowledges that other franchisees of the System may provide products and services to National Accounts at or from locations in Franchisee's Territory. With Franchisor's prior written consent, Franchisee may provide products and services to National Accounts at or from locations in a franchise territory granted to another franchisee of the System. A "National Account" means a special customer (which may be, but is not limited to, a national or regional customer, other large business, or government agency) designated as such by Franchisor from time-to-time in its business judgment. A National Account will typically (though not necessarily) be a customer whose offices, stores, plants, buildings, or other facilities are not confined to the territory of a single Caring Transitions Franchise. Franchisor retains the sole and exclusive right to identify customers or potential customers as National Accounts, to service National Accounts, and to award the right to service National Accounts to any franchisee of the System, in Franchisor's sole and absolute discretion.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 41–49)