What rights does the Franchisor have regarding the CARING TRANSITIONS® service mark?

lectively and individually referred to as "Franchisee");

RECITALS:

• A. Franchisor has created and developed and is in the process of further developing a system (the "System") for the establishment and operation of a distinctive type of business that organizes and conducts sales of estate assets, personal belongings, and household goods and provides transition services, liquidations and moving management services to the general public (hereafter referred to as a "Caring Transitions franchise").
• B. The System consists of distinctive methods and procedures for marketing and advertising; specially designed business forms and procedures for the efficient operation of a Caring Transitions franchise; an operations manual and training course; and specially designed procedures for the promotion and provision of Franchisee's services.
• C. Franchisor has the exclusive right to use the service mark CARING TRANSITIONS®, any derivatives thereof, and certain other trade names, business names, service marks, trademarks, logos, designs and trade symbols (collectively referred to as the "Marks") as are now or may from time to time be designated in writing by Franchisor for use in connection with the operation of the System.
• D. Franchisor continues to develop, use, and control the use of the Marks in order to identify to the public the source of products and services marketed thereunder and under the System, and to represent the System's high standards of quality, appearance and services.
• E. Franchisee understands and acknowledges the importance of Franchisor's standards of quality, service, cleanliness and appearance, the necessity of opening and operating a Caring Transitions franchise in conformity with Franchisor's standards and specifications as presented in Franchisor's Manual and updates, and preserving the confidentiality of the System.
• F. Franchisee desires to purchase and operate a Caring Transitions franchise 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.

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