Does CB Franchising control or have the right to control the Chocolate Bash franchisee's business operations?

[Item 22: CONTRACTS]

• "Required Vendor" means a supplier, vendor, or distributor of Inputs which CB Franchising requires franchisees to use.

• "System Standards" means, as of any given time, the then-current mandatory procedures, requirements, and/or standards of the System as determined by CB Franchising, which may include without limitation, any procedures, requirements and/or standards for appearance, business metrics, cleanliness, customer service, design (such as construction, decoration, layout, furniture, fixtures and signs), equipment, inventory, marketing and public relations, operating hours, presentation of Marks, product and service offerings, quality of products and services (including any guaranty and warranty programs), reporting, safety, technology (such as computers, computer peripheral equipment, smartphones, point-of-sale systems, back-office systems, information management systems, security systems, video monitors, other software, backup and archiving systems, communications systems (including email, audio, and video systems), payment acceptance systems, and internet access, as well as upgrades, supplements, and modifications thereto), uniforms, and vehicles.

"Territory" means the territory stated on the Summary Page. If no territory is stated on the Summary Page, then the Territory is determined in accordance with Section 6.1.

"Transfer" means for Franchisee (or any Owner) to voluntarily or involuntarily transfer, sell, or dispose of, in any single or series of transactions, (i) substantially all of the assets of the Business, (ii) this Agreement, (iii) direct or indirect ownership interest of more than 25% of the Business, or (iv) control of the Business.

ARTICLE 2. GRANT OF LICENSE

• 2.1 Grant. CB Franchising grants to Franchisee the right to operate a Chocolate Bash business solely at the Location.

If no Location is stated on the Summary Page when this Agreement is signed, then the parties will determine the Location in accordance with Section 6.1.

Franchisee shall develop, open and operate a Chocolate Bash business at the Location for the entire term of this Agreement. [Item 22: CONTRACTS]

• 11.8 Delegation. CB Franchising may delegate any duty or obligation of CB Franchising under this Agreement to an affiliate or to a third party.

• 11.9 System Variations. CB Franchising may vary or waive any System Standard for any one or more Chocolate Bash franchises due to the peculiarities of the particular site or circumstances, density of population, business potential, population of trade area, existing business practices, applicable laws or regulations, or any other condition relevant to the performance of a franchise or group of franchises.

Franchisee is not entitled to the same variation or waiver.

• 11.10 Temporary Public Safety Closure. If CB Franchising discovers or becomes aware of any aspect of the Business which, in CB Franchising's opinion, constitutes an imminent danger to the

health or safety of any person, then immediately upon CB Franchising's order, Franchisee must temporarily cease operations of the Business and remedy the dangerous condition. CB Franchising shall have no liability to Franchisee or any other person for action or failure to act with respect to a dangerous condition.

ARTICLE 12. MARKS

• 12.1 Authorized Marks. Franchisee shall use no trademarks, service marks or logos in connection with the Business other than the Marks. Franchisee shall use all Marks specified by CB Franchising, and only in the manner as CB Franchising may require. Franchisee has no rights in the Marks other than the right to use them in the operation of the Business in compliance with this Agreement. All use of the Marks by Franchisee and any goodwill associated with the Marks, including any goodwill arising due to Franchisee's operation of the Business, will inure to the exclusive benefit of CB Franchising.
• 12.2 Change of Marks. CB Franchising may add, modify, or discontinue any Marks to be used under the System. Within a reasonable time after CB Franchising makes any such change, Franchisee must comply with the change, at Franchisee's expense.

12.3 Infringement.

[Item 22: CONTRACTS]

• 7.16 Suppliers and Landlord. Franchisee shall pay all vendors and suppliers in a timely manner.

If Franchisee leases the Location, Franchisee shall comply with its lease for the Location.

• 7.17 Public Relations. Franchisee shall not make any public statements (including giving interviews or issuing press releases) regarding Chocolate Bash, the Business, or any particular incident or occurrence related to the Business, without CB Franchising's prior written approval, which will not be unreasonably withheld.

• 7.18 Association with Causes. Franchisee shall not in the name of the Business (i) donate money, products, or services to any charitable, political, religious, or other organization, or (ii) act in support of any such organization, without CB Franchising's prior written approval, which will not be unreasonably withheld.

• 7.19 No Other Activity at the Location. Franchisee shall not engage in any activity at the Location other than operation of the Chocolate Bash Business.

• 7.20 No Other Businesses. If Franchisee is an entity, Franchisee shall not own or operate any other business except Chocolate Bash businesses.

• 7.21 No Third-Party Management. Franchisee shall not engage a third-party management company to manage or operate the Business without the prior written approval of CB Franchising, which will not be unreasonably withheld.

• 7.22 No Co-Branding. Franchisee shall not "co-brand" or associate any other business activity with the Chocolate Bash Business in a manner which is likely to cause the public to perceive it to be related to the Chocolate Bash Business.

Source: Item 22 — CONTRACTS (FDD pages 38–39)