CHEM-DRY® FRANCHISE AGREEMENT

This Agreement is made and entered into, and effective on the Effective Date by and between CDI and FRANCHISEE.

1. GRANT OF FRANCHISE

A. ACKNOWLEDGEMENTS BY THE PARTIES

• 1. CDI has designed and developed a system and franchise opportunity for the operation of businesses using specialized equipment and products to perform carpet and upholstery/drapery cleaning, including area rug cleaning, tile and stone care, spot removal, applying anti-allergen and deodorizer and protective services, as well as such other services which may be specified from time to time, under the "CHEM-DRY" name and other trademarks ("CHEM-DRY Businesses"). CHEM-DRY Businesses have distinctive formats, methods, procedures, designs, layouts, standards and specifications, all of which may be improved, further developed or otherwise modified from time to time. CDI owns all rights to, interest in and goodwill of, and uses, promotes and licenses certain trade names, trademarks, trade dress, service marks and other commercial symbols, including, but not limited to, the service mark, trademark and trade name "CHEM-DRY" (the "Marks"). CDI has also designed and developed, and owns all rights to, certain specialized equipment and products for use in CHEM-DRY Businesses.
• 1. CDI grants franchises to persons who are willing to undertake the investment and effort to own and operate a CHEM-DRY Business offering the services CDI authorizes and using CDI's business formats, methods, procedures, designs, layouts, standards, specifications and Marks, as such things may exist from time to time, (the "Franchise System").
• 1. FRANCHISEE acknowledges that FRANCHISEE has read this Agreement and CDI's Franchise Disclosure Document and that FRANCHISEE understands and accepts the terms, conditions and covenants contained in this Agreement as being reasonably necessary to maintain CDI's high standards of quality and service, as well as the uniformity of those standards at each CHEM-DRY Business and to protect and preserve the goodwill of the Marks. FRANCHISEE acknowledges that CDI has the right to restrict FRANCHISEE'S sources of goods and services, as provided in various sections in this Agreement. FRANCHISEE acknowledges that FRANCHISEE has conducted an independent investigation of the business contemplated by this Agreement and recognizes that it involves business risks and that the success of the venture is largely dependent upon the business abilities of FRANCHISEE. FRANCHISEE acknowledges and agrees that CDI's officers, directors, employees and agents act only in a representative and not in a personal capacity in their dealings with FRANCHISEE. FRANCHISEE further acknowledges that FRANCHISEE has not received or relied upon, any warranty or guaranty, express or implied, as to the potential revenues, profits or success of the franchise or policies made by CDI or its officers, directors, employees or agents that are contrary to the statements, if any, expressly made in CDI's Franchise Disclosure Document. FRANCHISEE further represents to CDI, as an inducement to its entry into this Agreement, that FRANCHISEE has made no misrepresentations in obtaining the franchise. FRANCHISEE further acknowledges that CDI has not made any representation, warranty, or other claim regarding the CHEM-DRY Business franchise opportunity, other than those made in this Agreement and CDI's Franchise Disclosure Document. FRANCHISEE represent and warrants to CDI that FRANCHISEE has independently and

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thoroughly evaluated this opportunity, including by using business professionals and advisors selected and engaged by FRANCHISEE, and has relied solely upon those evaluations in deciding to enter into this Agreement. FRANCHISEE further acknowledges that FRANCHISEE has been afforded an opportunity to ask any questions FRANCHISEE has and to review any materials of interest to FRANCHISEE concerning the CHEM-DRY Business franchise opportunity. Finally, FRANCHISEE acknowledges that FRANCHISEE has been afforded an opportunity, and has been encouraged by CDI, to have this Agreement and all other agreements and materials CDI has given or made available to FRANCHISEE reviewed by an attorney or other professional advisor.

The Acknowledgements set forth in this section do not waive any liability the franchisor may have under the Washington Franchise Investment Protection Act, RCW 19.100, and the rules adopted thereunder

B. FRANCHISEE ENTITY

If FRANCHISEE is a corporation, limited liability company, or general or limited partnership (collectively, an "Entity"), FRANCHISEE and the Owners jointly and severally represent and warrant to CDI, and covenant with CDI that:

Source: Item 23 — Receipts (FDD pages 68–264)