What happens if a person obligated under the Cicis agreement is not in compliance with their obligations?

il to comply with anti-terrorism laws, ordinances, regulations and Executive Orders;

• 1. you (or any of your owners) fail to comply with any other provision of this Agreement and do not correct the failure within 30 days after we deliver written notice of the failure to you;
• 1. you or a Guarantor or an Affiliate fails to comply with any other agreement with us or our Affiliate, including any Franchise Agreement, unless the failure is timely and completely cured within any cure period provided under the applicable agreement); or
• 1. you (or any of your owners) engage in any conduct which, in our opinion, adversely affects the reputation of Cicis Restaurants or the goodwill associated with the Marks.

C. ADDITIONAL REMEDIES

If you or your Affiliates are in default of any provision of this Agreement or any Franchise Agreement executed pursuant hereto, we may, in our sole discretion, instead of terminating this Agreement terminate or modify any territorial rights or protection granted to you in Section 2.B. of this Agreement, reduce the size of your Development Area, reduce the number of Restaurants listed in the Development Schedule, and/or pursue any other remedy we may have at law or in equity. Our exercise of any of our options under this Section will not constitute a waiver by us to exercise our option to terminate this Agreement at any time with respect to a subsequent event of default of a similar or different nature and will not obligate us to refund any portion of the Development Fee.

7. RIGHTS AND OBLIGATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT.

A. YOUR OBLIGATIONS.

You and, as applicable, your owners and all such other persons or Business Entities who are bound under the terms of this Agreement must immediately upon the expiration or termination of this Agreement, cease to directly or indirectly exercise or attempt to exercise any of the rights granted to you under this Agreement, comply with all obligations that either expressly survive or by their nature are intended to survive the expiration or termination of this Agreement, and refrain from interfering or attempting to interfere with our or our Affiliates' relationships with any vendors, franchisees or consultants or engage in any other activity which might injure the goodwill of the Marks or the System.

B. CONTINUING OBLIGATIONS.

All of our and your (and your owners') obligations which expressly or by their nature survive this Agreement's expiration or termination will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied in full or by their nature expire, including, without limitation, all obligations relating to non-disparagement, noncompetition, non-interference, confidentiality, and indemnification.

8. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.

A. INDEPENDENT CONTRACTORS.

This Agreement does not create a fiduciary relationship between you and us.

Source: Item 23 — RECEIPTS (FDD pages 65–263)