Does Chick Fil A have the right to control the day-to-day operations of the Businesses?

• (b) Although Chick-fil-A retains the right to establish and modify the System and Minimum Standards, the Operator has and shall retain the sole responsibility for and authority to control the day-to-day management and operation of the Businesses and implementing and maintaining the Manuals and the Minimum Standards at the Businesses. The Operator further acknowledges and agrees, that the various standards, requirements, specifications and procedures of the System, whether set forth in the Manuals, Minimum Standards or otherwise, do not directly or indirectly constitute, suggest, infer or imply that Chickfil-A controls or has the authority or right to control any aspect or element of the day-to-day operations of the Businesses, but only constitute standards the Operator must adhere to when exercising Operator's own sole control of the day-to-day operations of the Businesses.

• (c) Chick-fil-A and the Operator recognize and agree that Operator's employees are exclusively employed and will remain exclusively employed at all times during the Term of this Agreement by the Operator, and Chick-fil-A does not and will not employ, coemploy or jointly employ Operator's employees, and does not and will not control or have the authority or right to directly or indirectly control labor or employment matters for the Operator and that the Operator, and not Chick-fil-A, is solely responsible for controlling and has the sole authority and right to control the terms and conditions of employment for the Businesses and the Operator's employees, including but not limited to hiring, determining compensation and benefits for, establishing schedules and employment duties for, training, managing and supervising, promoting, disciplining, terminating, paying all wages, benefits and employee-related liabilities for, determining staffing levels, tasks to be performed and workplace health and safety rules for such employees.

• 25.2 The Operator and Chick-fil-A acknowledge that any covenants or other duties imposed upon the Operator by this Agreement are not intended to control or otherwise affect the time, manner or method of the Operator's day-to-day operation of the Businesses but rather to ensure that: (i) the image of the Businesses, as ultimately seen and judged by its customers, is as positive as possible and therefore such that the Businesses can be operated for the greatest mutual benefit of the Operator and Chick-fil-A; (ii) the Trade Secrets, the Confidential Information and other proprietary rights of Chick-fil-A and CFA Properties are adequately protected; and (iii) all Minimum Standards are maintained in order to ensure that all customers receive a consistent brand experience, and the Operator has the capability to meet and be in full compliance with Chick-fil-A's food safety and product quality standards.

• 25.3 The Operator acknowledges that the Operator has conducted an independent investigation of the Businesses contemplated by this Agreement and recognizes that such Businesses involve risk and that the success of such Businesses is dependent upon the abilities and efforts of the Operator as an independent business person. Chick-fil-A expressly disclaims the making of, and the Operator acknowledges that the Operator has not received, any warranty, representation, claim or guarantee, express or implied, as to the potential volume, profits, earnings or success of the Businesses contemplated by this Agreement.

Source: Item 23 — Receipts (FDD pages 103–600)