What obligations survive the termination or expiration of the Chocolate Bash franchise agreement?

eement); or

• (xiii) Franchisee or any Owner is accused by any governmental authority or third party of any act that in CB Franchising's opinion is reasonably likely to materially and unfavorably affect the Chocolate Bash brand, or is charged with, pleads guilty to, or is convicted of a felony.
• 14.3 Effect of Termination. Upon termination or expiration of this Agreement, all obligations that by their terms or by reasonable implication survive termination, including those pertaining to non-competition, confidentiality, indemnity, and dispute resolution, will remain in effect, and Franchisee must immediately:
  • (i) pay all amounts owed to CB Franchising based on the operation of the Business through the effective date of termination or expiration;
  • (ii) return to CB Franchising all copies of the Manual, Confidential Information and any and all other materials provided by CB Franchising to Franchisee or created by a third party for Franchisee relating to the operation of the Business, and all items containing any Marks, copyrights, and other proprietary items; and delete all Confidential Information and proprietary materials from electronic devices;
  • (iii) notify the telephone, internet, email, electronic network, directory, and listing entities of the termination or expiration of Franchisee's right to use any numbers, addresses, domain names, locators, directories and listings associated with any of the Marks, and authorize their transfer to CB Franchising or any new franchisee as may be directed by CB Franchising, and Franchisee hereby irrevocably appoints CB Franchising, with full power of substitution, as its true and lawful attorney-infact, which appointment is coupled with an interest; to execute such directions and authorizations as may be necessary or appropriate to accomplish the foregoing; and
  • (iv) cease doing business under any of the Marks.
• 14.4 Remove Identification. Within 30 days after termination or expiration, Franchisee shall at its own expense "de-identify" the Location so that it no longer contains the Marks, signage, or any trade dress of a Chocolate Bash business, to the reasonable satisfaction of CB Franchising. Franchisee shall comply with any reasonable instructions and procedures of CB Franchising for de-identification. If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, CB Franchising may enter the Location to remove the Marks and de-identify the Location. In this event, CB Franchising will not be charged with trespass nor be accountable or required to pay for any assets removed or altered, or for any damage caused by CB Franchising.

14.5 Liquidated Damages. If CB Franchising terminates this Agreement based upon Franchisee's default (or if Franchisee purports to terminate this Agreement except as permitted under Section 14.1), then within 10 days thereafter Franchisee shall pay to CB Franchising a lump sum (as liquidated damages and not as a penalty) calculated as follows: (x) the average Royalty Fees and Marketing Fund Contributions that Franchisee owed to CB Franchising under this Agreement for the [52-week] period preceding the effective date of termination; multiplied by (y) the lesser of (1) [104] or (2) the number of weeks remaining in the then-current term of this Agreement. If Franchisee had not operated the Business for at least 52 weeks, then (x) will equal the average Royalty Fees and Marketing Fund Contributions that Franchisee owed to CB Franchising during the period that Franchisee operated the Business. Franchisee acknowledges that a precise calculation of the full extent of CB Franchising's damages under these circumstances is difficult to determine and the method of calculation of such damages as set forth in this Section is reasonable. Franchisee's payment to CB Franchising under this Section will be in lieu of any direct monetary damages that CB Franchising may incur as a result of CB Franchising's loss of Royalty Fees and Marketing Fund Contributions that would have been owed to CB Franchising after the date of termination;

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