What does the City Wide Advanced Service Package include in addition to the flat monthly rate?

the use of the Software is the valuable property and trade secret of City Wide, and that City Wide has an interest therein, and Franchisee agrees to use the utmost care to safeguard the Technology Systems and any data generated by the use of the Software and to maintain the confidentiality thereof.

• d. The Software is provided as a single compiled product and may not be disassembled or used in any manner other than as integrated into the Technology System.
  • e. City Wide has the right at all times to access the Technology System.
• f. City Wide reserves the right to add, delete or modify any specific software programs comprising the Software which are necessary for the operation of the Technology Systems. City Wide is the Systems Administrator and retains control of any and all applications
• g. During the term of this Agreement, City Wide will provide IT Services to the Franchised Business (including employees) including laptop hardware, answering Franchisee's reasonable questions about access to and operation of the Technology System by e-mail, or in written and/or electronic documents.
• h. IT Services will include minor Software upgrades and modifications; provided, however, City Wide reserves the right to determine when major upgrades or modifications are necessary and shall have the right to charge Franchisee a reasonable fee for the same. If City Wide determines that a major upgrade or modification is necessary, Franchisee shall implement the Software change in a manner and time designated by City Wide.
• i. City Wide will be responsible for issuing and maintaining all security and access passwords and will issue and change such access upon Franchisee's reasonable request.
• j. Franchisee will exert its best efforts to protect each Technology System against a cyber event including any claims related to data breach, identify theft or theft of personal information ("Cyber Event"). If a Cyber Event occurs, City Wide reserves the right, but shall not have any obligation, to perform and/or control and/or cause its third-party consultants to perform and/or control all aspects of the response to the Cyber Event including, without limitation, the investigation, containment and resolution of the Cyber Event and all communications. City Wide's control of the response to a Cyber Event shall not create any liability for City Wide or additional rights for Franchisee, entitle Franchisee to damages or relieve Franchisee of Franchisee's indemnification obligations under Section 7. Franchisee shall reimburse City Wide for all of City Wide's out-of-pocket costs and expenses incurred in responding to and remedying any Cyber Event if such Cyber Event is conclusively determined to have been caused solely by Franchisee or directly related to Franchisee's Franchised Business operations.
• k. Franchisee shall at all times be compliant with applicable laws regarding data privacy, data security and security breaches. Franchisee shall obtain advice from Franchisee's own legal and security consultants to ensure that Franchisee operates the Franchised Business at all times in full compliance with the data security safeguards.
• 1. Term. The term of this Agreement will commence on the date in which the Franchise Agreement is fully executed and will continue for a period of thirty-six (36) months, unless terminated sooner in accordance with this Agreement or the Franchise Agreement ("Initial Term"). This Agreement will renew automatically for a period of twelve (12) months (collectively, each twelve month term, "Renewal Term"), unless terminated in accordance with Section 3 of this Agreement.
• 1. Termination. At any time after the Initial Term, either Party may terminate this Agreement upon providing six (6) months' prior written notice to the other Party, with the termination effective as stated in the notice, but in no event earlier than six (6) months. City Wide will have the right, without incurring any liability to Franchisee, by notice in writing effective when given, to terminate this Agreement

in the event the Franchise Agreement is terminated. All costs of implementation of transition of termination shall be borne by Franchisee and billed in accordance with the pricing as set forth herein.

• 1. Pricing. Franchisee agrees to pay to City Wide the fee structure, as set forth on Exhibit A, attached hereto and incorporated herein, per month per Technology System ("IT Services Fee"). The IT Services Fee shall be paid in the same way Franchisee remits Royalties and other fees to City Wide and will vary based upon peripheral components selected. The IT Services Fee may be increased based on City Wide's then current published rates. The IT Services Fee and any other amounts due to City Wide hereunder shall be subject to the same late charges and interest as Royalties as set forth in the Franchise Agreement.
• 1. Independent Contractor. It is understood and agreed by Franchisee that this Agreement and the provision of IT Services hereunder by City Wide does not create a relationship other than as independent contractors between the Parties.

Source: Item 22 — CONTRACTS (FDD page 65)