ty | | name, State of formation as a limited its principal address at, | | corporation, trust, | | or limited liability company, including each of its partners, shareholders, | | | | | trustees, | or members. | | | | |

RECITALS

• 1. We and Our affiliates and/or predecessors have developed a system for establishing, operating and marketing an Information Technology (I.T.) support business providing business computer support, general I.T. support, and other technology related services under the trade name and/or trademark "CINCH I.T." and Franchisor is currently marketing and selling franchises under that name and/or mark;
• 1. Through the expenditure of time, effort and money, We have acquired unique experience, special skills, techniques and knowledge, marks, concepts, and proprietary information and have created and developed a unique business system for providing Information Technology Support Services ("Franchisor's System" or "System"), which System includes standards, specifications, methods, procedures, techniques, know-how, management directives, identification schemes, and proprietary marks and information in connection with the operation of the CINCH I.T. business ("System Standards"), which System Standards may be further developed by Us;
• 1. Our System is used in connection with the name CINCH I.T., CINCH I.T. design trademark, other trademarks, service marks, trade names and trade symbols, trade dress, signs, slogans, logos, designs, emblems, URLs, domain names, website addresses, e-mail addresses, digital cellular addresses, wireless web addresses and the like ("e-marks") and copyrights (hereinafter referred to collectively as "Marks"), as We have adopted and designated, or may subsequent to the date of this Franchise Agreement acquire and/or develop and designate for use by You in connection with Our System ("Licensed Rights");
• 1. We are the owner of the Licensed Rights, together with all the goodwill connected to and/or with such rights;
• 1. All of the enumerated Licensed Rights are recognized by the public as distinctive and valuable, and You recognize the potential benefits to be derived from being associated with and licensed by Us and from utilizing the Licensed Rights as We make available to

Our franchisees through and under franchise agreements;

• 1. By establishing and maintaining uniformity and high standards of quality and service, We have developed an excellent reputation and significant goodwill with the public with respect to the products and services available through CINCH I.T. businesses, which will continue to be a major benefit to Us and those associated with Us;
• 1. You desire to use Our System, Marks and goodwill to establish and operate a CINCH I.T. franchised business in the territory described, and upon the terms and conditions set forth, in this Franchise Agreement;
• 1. The terms and conditions of this Agreement are reasonably necessary to maintain Our uniform standards of quality and service and to protect the goodwill of the Licensed Rights;
• 1. You acknowledge and agree that, in the administration of this Agreement and in taking actions with respect to Our relationship with You, We must take into account the needs of the System, and the effect upon the System as a whole, and the need to protect the Marks for the benefit of the System; and,
• 1. The territory described in Addendum A to this Agreement is being made available by Us as a territory for a CINCH I.T. franchised business ("Territory" or "Designated Territory").

In consideration of the respective representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

1. INCORPORATION OF RECITALS

The Recitals are incorporated herein by reference.

2. GRANT OF FRANCHISE

On the terms and conditions of this Agreement, We hereby grant to You the right to establish and operate a CINCH I.T. franchise (the "Franchise" or "Franchised Business") and to use the Licensed Rights associated with the Franchised Business and developed by Us. The Franchise is granted for the area set out in the attached Addendum A to this Agreement, entitled Franchisee's Designated Territory.

The Franchised Business described in this Section will service an area more particularly described in Section 4 of this Agreement.

3. GRANT OF LICENSED RIGHTS

(a) Subject to the terms and conditions of this Agreement, We grant to You the right to use the Licensed Rights in the establishment and operation of the Franchised Business. You acknowledge

Our sole and exclusive right to use CINCH I.T. Marks in connection with the products and services to which they are or may be applied by Us, and represent, warrant and agree that, neither during the term of this Agreement nor after its expiration or other termination, shall You directly or indirectly contest, or aid in contesting, the validity or ownership of the Licensed Rights, or take any action whatsoever in derogation of the rights claimed by Us in this Agreement.

• (b) Nothing contained in this Agreement shall be construed to vest in You any right, title or interest in or to the Licensed Rights, the goodwill now or hereafter associated with such rights, other than the rights and license expressly granted to You in this Agreement. Any and all goodwill associated with or identified by the Licensed Rights shall inure directly and exclusively to Our benefit and is Our property.
• (c) No advertising or other use of the CINCH I.T.

Source: Item 23 — RECEIPTS (FDD pages 60–269)