Does City Wide assist in training the franchisee's personnel?

is Agreement beyond any cure period at the end of the calendar year for which the Royalty Rebate is measured nor at the time the Royalty Rebate is scheduled to be paid. If, at the time the Royalty Rebate is owed to Franchisee and Franchisee has an outstanding balance due to the Franchisor or its affiliates, the Franchisor shall have the right to offset any amount owed to the Franchisor or its affiliates against any the Royalty Rebate owed to Franchisee.

SECTION 4. Duties and Covenants of Franchisor And Training

CITY WIDE agrees to provide Franchisee with the services set forth below. Franchisee and CITY WIDE agree that CITY WIDE may contract or arrange with third parties, including a Representative (as hereinafter defined) appointed by CITY WIDE under Section 16 of this Agreement, to provide some or all services if those services are of the promised quantity and quality.

4.1 Initial Training. Initial training is required for all new CITY WIDE franchisees, including new franchisees entering the CITY WIDE system through a transfer of a Franchised Business. CITY WIDE will provide mandatory initial training programs for three people: (1) Franchisee (or if Franchisee is not a natural person, for one (1) shareholder, partner, or officer of Franchisee as designated by Franchisee and approved by CITY WIDE) and two (2) other people of the Franchised Business in the Designated Territory. CITY WIDE may elect not to provide such initial training if CITY WIDE determines, at its sole and absolute right, that such training is not required. Training will not begin until Franchisee has obtained financing or shown sufficient assets to satisfy CITY WIDE of Franchisee's ability to meet its financial obligations under the Agreement, and Franchisee has started the online City Wide YOU training program. Before or at the commencement of the initial training program, CITY WIDE will procure and configure laptop hardware for Franchisee and its employees, for use in the operation and management of your Franchised Business (such Software and hardware collectively, "Technology System"). CITY WIDE may also make available such other required or optional training programs as CITY WIDE deems necessary and appropriate. The Franchisee's payment of the Initial Training Fee includes five additional training credits

for the training of additional managers and staff in addition to the initial three required Franchisee training. CITY WIDE may provide such additional training, including training for substitute trainees under Section 7.14 of this Agreement, at Franchisee's expense. CITY WIDE will conduct such training programs at locations CITY WIDE may designate, (including remotely) and Franchisee must pay all travel, lodging, and other expenses incurred by the trainees in attending such initial and subsequent training programs. Before opening the Franchised Business, Franchisee and Franchisee's salespersons must attend and successfully complete to CITY WIDE's satisfaction a training and familiarization course taken together of approximately ten (10) days over separate non-successive weeks at CITY WIDE headquarters, in Franchisee's Designated Territory or at such other location as CITY WIDE designates (including remotely). At CITY WIDE'S sole and absolute right, the training may take place in non-successive weeks. Such training program will cover material aspects of the operation of the Franchised Business, including but not limited to:

• 4.1.1 An understanding of CITY WIDE's conceptual plans outlined in the Operating
• 4.1.2 General knowledge with respect to promotion, advertising and marketing techniques.
  • 4.1.3 Business operating procedures such as budgets and staffing.
  • 4.1.4 General office and professional practice operations and procedures.
  • 4.1.5 Implementation of the CITY WIDE System.
  • 4.1.6 Use of essential software; and
  • 4.1.7 Communication of standards.
• (a) CITY WIDE will provide such assistance at its sole and absolute right as CITY WIDE determines is required in connection with the opening of the Franchised Business, including assistance in hiring Franchisee's personnel and planning and developing of pre-opening and promotional programs. During this period, CITY WIDE's representative will also assist Franchisee in establishing and standardizing procedures and techniques essential to the operation of a Franchised Business and will assist in training Franchisee's personnel. If Franchisee requests additional assistance from CITY WIDE to facilitate the opening of the Franchised Business, and if CITY WIDE deems it necessary and appropriate, Franchisee will reimburse CITY WIDE for CITY WIDE's expense of providing such additional assistance.
• (b) If CITY WIDE at its sole and absolute right determines that Franchisee (as defined and designated under Section 25 of this Agreement), Franchisee's salespersons, or Franchisee's designees are unable to satisfactorily complete the initial training program described above, CITY WIDE will have the right to terminate this Agreement. If CITY WIDE terminates this Agreement under this paragraph, CITY WIDE will return to Franchisee the Initial Franchise Fee paid by Franchisee to CITY WIDE minus the training and other expenses CITY WIDE incurred, but such expenses will be no more than Ten Thousand Dollars ($10,000). When CITY WIDE has returned this amount to Franchisee, Franchisee will fully and forever release CITY WIDE and its affiliates, subsidiaries, directors, officers and agents from any claims or causes of action Franchisee may have under this Agreement and Franchisee will have no further right, title or interest in the Marks, Software, or the System.
• (c) At all times Franchisee must employ trained individuals. If Franchisee designates new or additional managers, outside salespersons or quality-control persons after the initial

Manual.

training program, CITY WIDE will require and provide training to such persons to the extent that CITY WIDE can accommodate such managers in its regularly scheduled training course. CITY WIDE will provide such training at no cost; however, Franchisee will be responsible for all expenses Franchisee or Franchisee's trainees incur to attend such training. CITY WIDE will be under no obligation to provide individual training to Franchisee's managers, outside salespersons, or quality-control persons, but if such training is provided, it shall be Franchisee's responsibility to pay Franchisor Five Hundred Dollars ($500) per day per person for such training, in addition to any and all expenses incurred by Franchisee's trainees to attend such training.

• (d) CITY WIDE from time to time may provide and may require that previously trained and experienced franchisee, their managers and/or designated employees attend and successfully complete refresher training programs or seminars to be conducted at CITY WIDE's home office, or at such location CITY WIDE has designated. Franchisee will be solely responsible for the expenses attendant to such refresher training programs or seminars; provided, however, that attendance will not be required at more than two (2) such programs in any calendar year and will not collectively exceed four (4) calendar days in duration during any calendar year.
• 4.2 On-Site Assistance and Supervision. CITY WIDE will from time to time provide on-site assistance and supervision, to the extent that CITY WIDE, at its sole and absolute right, deems advisable. Concerning the initial on-site opening assistance and supervision provided by CITY WIDE, CITY WIDE will be responsible for the travel and other living expenses for each representative provided by CITY WIDE. CITY WIDE will provide other assistance and supervision at the sole and absolute right of CITY WIDE.

Source: Item 22 — CONTRACTS (FDD page 65)