Can Cd One Price Cleaners sell its assets or Proprietary Marks?

• 7.2.4 Any and all goodwill arising from Franchisee's use of the Proprietary Marks shall inure solely and exclusively to the benefit of Franchisor and its affiliates;

• 7.2.5 Except as specified in Sections 1.3 and 1.4, Franchisor and its affiliates shall have and retain the rights, among others: (a) to use the Proprietary Marks themselves in connection with selling products and services; (b) to grant other licenses for the Proprietary Marks; and (c) to develop and establish other systems using the Proprietary Marks, similar proprietary marks, or any other proprietary marks and to grant licenses or franchises thereto without providing any rights therein to Franchisee; and

• 7.2.6 Franchisor reserves the right from time to time to add or substitute different marks for use in identifying the Store and/or other CD Stores if the Proprietary Marks no longer can be used, or if Franchisor, in its sole judgment, determines that addition or substitution of different marks will be beneficial to Franchisor.

In such circumstances, the use of the additional or substituted marks shall be governed by the terms of this Agreement, and Franchisor shall not compensate Franchisee for such addition or

substitution or the costs to Franchisee associated therewith. Franchisee shall implement promptly any such substitution at Franchisee's expense.

14.1 Cessation of Store Operations. Franchisee shall immediately cease to operate the Store as a CD Store, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee of Franchisor (except in connection with other CD Stores that Franchisee operates).

• 14.2 Cessation of Use of Confidential Information and Proprietary Marks. Franchisee shall immediately and permanently cease to use, in any manner whatsoever, (a) any products or services which incorporate trade secrets or any confidential methods, procedures or techniques associated with Franchisor; and (b) the Proprietary Marks, any trademark, service mark, trade name or symbol that is confusingly similar to any Proprietary Mark, and all other proprietary marks and distinctive forms, slogans, signs, symbols, and devices associated with Franchisor and/or CD Stores.
• 14.3 Assumed Name Registration and Telephone Numbers. Franchisee shall immediately take such action as may be necessary to cancel any assumed name or equivalent registration which contains any of the Proprietary Marks. Franchisee also shall immediately notify the telephone company and all telephone directory publishers of the termination or expiration of this Agreement and Franchisee's right to use any telephone, telecopy and other numbers and directory listings associated with any Proprietary Mark or the Store, authorize the

• (a) develop and operate, and grant rights to others to develop and operate, CD Stores and any similar or dissimilar businesses at any location outside the Protected Territory and ROFO Territory (including on the border of the ROFO Territory), whether under the Proprietary Marks or other trademarks or service marks, and on any terms Franchisor deems appropriate, including, without limitation, CD Stores the physical premises of which are located outside the Protected Territory and ROFO Territory and which market and/or provide products and services (including, without limitation, delivery services) to customers located within the Protected Territory or ROFO Territory;

• (b) market and provide, and grant rights to other persons to market and provide, goods and services similar or dissimilar to, and/or competitive with, those provided at CD Stores, whether identified by the Proprietary Marks or other trademarks or service marks, through any distribution channels, including pick-up and/or delivery services, services to commercial accounts, locker installations, drop-off services at kiosks or other locations that are not fixed-location retail outlets operating as CD Stores, mail order, sales over the Internet and other electronic media, and at any locations, whether within or outside the Protected Territory or ROFO Territory, subject only to Sections 1.3 and 1.4;

• (c) be acquired (in whole or in part and regardless of the form of transaction) by a business providing products and services similar or dissimilar to those provided at CD Stores, or by another business, even if such business operates, franchises and/or licenses one or more competitive businesses within the Protected Territory or ROFO Territory; and

• (d) acquire (in whole or in part and regardless of the form of transaction) one or more businesses providing products and services similar or dissimilar to those provided at CD Stores, and franchise, license and create other arrangements of any type with respect to those businesses once acquired, wherever these businesses (or the franchisees or licensees of those businesses) are located or operating (whether within or outside the Protected Territory or ROFO Territory).

Franchisee also shall deliver to Franchisor, at Franchisor's request and Franchisee's expense, all signs, unused products and advertising materials which contain trade secrets or any Proprietary Mark.

• 14.9 Franchisor Right to Purchase Store Assets.

Upon termination of this Agreement for any reason or expiration of this Agreement, Franchisor shall have the option, to be exercised by written notice delivered within thirty (30) days after termination or expiration of this Agreement, to purchase from Franchisee any or all of the Store Assets, at the fair market value for use at a location other than the Site.

However, the purchase price will not include any value for any rights granted by this Agreement, goodwill attributable to the Proprietary Marks, Franchisor's brand image or other intellectual property or participation in the network of CD Stores.

Franchisor has the unrestricted right to assign this option to a third party (including, without limitation, an affiliate of Franchisor), who will then have all the rights described in this Section.

Source: Item 23 — Receipts (FDD pages 72–263)