What constitutes a failure to comply with the Central Bark Doggy Day Care franchise agreement?

If Franchisee submits to Franchisor on two (2) or more separate occasions at any time during the term of the franchise, any reports or other data, information or

supporting records which understate by more than two percent (2%) the Gross Sales for any period;

• 1. Franchisee (or any of its owners or affiliates) fails to comply with any other agreement with Franchisor or its affiliate and does not correct such failure within the applicable time period, if any;
• 1. Franchisee (a) fails on three (3) or more separate occasions within any twelve (12) consecutive month period to comply with this Agreement, whether or not Franchisor notifies it of the failures, and, if Franchisor does notify Franchisee of the failures, whether or not Franchisee corrects the failures after Franchisor's delivery of notice to Franchisee; or (b) fails on two (2) or more separate occasions within any twelve (12) consecutive month period to comply with the same obligation under this Agreement, whether or not Franchisor notifies Franchisee of the failures, and, if Franchisor does notify Franchisee of the failures, whether or not Franchisee corrects the failures after Franchisor's delivery of notice to Franchisee.
• 1. Franchisee fails to comply with any other provision of this Agreement or any of Franchisor's mandatory standards, specifications or operating procedures and does not correct such failure within thirty (30) days after written notice of such failure to comply is delivered to Franchisee; or
• 1. Franchisee (or any of its owners) fails to pay any third-party, including the lessor of the premises of the Central Bark Facility, any amounts owed in connection with the Central Bark Facility when due, and does not cure such failure within any applicable cure period granted by such third-party.
• 1. Have any direct or indirect interest, as a disclosed or beneficial owner, in a Competitive Business, except a canine care facility offering day care, boarding services, grooming services, training, or a specialty retail boutique for dogs operated under Franchise Agreements with Franchisor;
• 1. Communicate or divulge to any other person, persons, partnership or corporation, except as such of Franchisee's employees, agents, or contractors, as must know for purposes of operating the Franchised Business, any information or knowledge concerning the suppliers or methods of sale or distribution used in the Franchised Business, nor shall Franchisee disclose or divulge, in whole or in part, any trade secrets, proprietary information or private processes of Franchisor;
• 1. Perform services as a director, officer, manager, employee, consultant, lessor, representative, or agent for a Competitive Business, except Central Bark Facilities operated under Franchise Agreements with Franchisor;
• 1. Divert or to attempt to divert any business or customer of the Franchised Business to any competitor, by direct or indirect inducement, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with Franchisor's Marks and the System;
• 1. Directly or indirectly, appropriate, use or duplicate the System or System Standards, or any portion thereof, for use in any other business or endeavor; or

1. Disparage or otherwise speak or write negatively, directly or indirectly, of Franchisor and/or their predecessors, affiliates, agents, successors, and assigns (and their respective officers, directors, owners, and employees), the CENTRAL BARK brand, the System, any Central Bark Facility, any business using the Marks, or which would subject the CENTRAL BARK brand to ridicule, scandal, reproach, scorn, or indignity, which would negatively impact the goodwill of Franchisor or the CENTRAL BARK brand, or would constitute an act of moral turpitude.

Franchisee shall secure and maintain in force all required licenses, permits and certificates relating to the Franchised Business's operation and operate the Franchised Business in full compliance with all applicable laws, ordinances and regulations, including but not limited to those relating to: truth in lending; truth in advertising; occupational hazards, health, and antidiscrimination laws; anti-terrorist activities (including the U.S. Patriot Act, Executive Order 13224, and related U.S. Treasury and/or other regulations); and data sharing and privacy. Unless any order issued by any federal, state or local authority requires closure of the Franchised Business, Franchisee will not close the Franchised Business unless it obtains Franchisor's prior written consent.

Franchisee shall at all times give prompt, courteous and efficient service to Franchisee's customers. The Franchised Business shall in all dealings with customers, suppliers and the public adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct, including the ethical treatment of animals.

Promptly upon receipt, and in any event no more than five (5) days following receipt of notice, Franchisee agrees to provide Franchisor a copy of any and all notices Franchisee receives

from any person, entity or governmental authority claiming that Franchisee (or Franchisee's affiliates or representatives) has violated any laws, regulations, permits, licenses, agreements or committed any other breach, default or violation in connection with the operation of the Central Bark Facility or that may adversely affect the operation or financial condition of the Central Bark Facility, including (i) the commencement of any action, suit or proceeding, or any audit, investigation, or similar proceeding with respect to threatened actions, suits or proceedings relating to the Central Bark Facility; (ii) the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality; (iii) any default notices from any landlord or supplier; (iv) any violation notices from a health or safety regulatory board; and (v) any customer complaints alleging violation of law.

Source: Item 23 — Receipts (FDD pages 53–106)