What constitutes a breach of the City Wide franchise agreement regarding the Marks?

• 5.1 Franchisee acknowledges that CITY WIDE is the licensee of the Marks found in Attachment C to this Agreement**.** Franchisee further acknowledges that CITY WIDE has disclosed fully to Franchisee that the Marks licensed hereunder are owned by CITY WIDE FRANCHISE HOLDING COMPANY, INC., an affiliate (See Section 13.2) of CITY WIDE. Franchisee further acknowledges that CITY WIDE has disclosed fully to Franchisee that CITY WIDE has the exclusive right throughout the United States, Canada and Mexico, under its License Agreement with CITY WIDE FRANCHISE HOLDING COMPANY, INC., to sub-license the use of the Marks for use as outlined in this Agreement. Franchisee further acknowledges that Franchisee's right to use the Marks is derived solely from this Agreement and is limited to Franchisee's conduct of the Franchised Business under and in compliance with this Agreement and all applicable standards, specifications, and operating procedures CITY WIDE prescribes from time to time during the term of the franchise. Any unauthorized use of the Marks by Franchisee is a breach of this Agreement and an infringement of the rights of CITY WIDE in and to the Marks. Franchisee acknowledges that all Franchisee's usage of the Marks and any goodwill established by

Franchisee's use of the Marks will inure to the exclusive benefit of CITY WIDE and that this Agreement does not confer on Franchisee any goodwill or other interests in the Marks. Franchisee will not, at any time during the Term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of any of the Marks. All provisions of this Agreement applicable to the Marks also apply to any additional trademarks, service marks, and commercial symbols CITY WIDE authorizes Franchisee to use during the Term of this Agreement.

• 5.2 Franchisee will not use any of the Marks or portion of any of the Marks as part of any corporate or trade name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form.

Franchisee will not use any Mark in connection with the sale of any unauthorized product or service or in any other manner CITY WIDE has not expressly authorized in writing.

• 5.6 Franchisee understands and agrees that any use of the Marks other than as expressly authorized by this Agreement, without CITY WIDE's prior written consent, is an infringement of CITY

WIDE's rights and a material breach of this Agreement and that the right to use the Marks granted under this Agreement does not extend beyond the end of the Term of this Agreement. Franchisee expressly covenants that, during the Term of this Agreement and after any termination or expiration, Franchisee will not, directly, or indirectly, commit any act of infringement or contest or aid others in contesting the validity of CITY WIDE's right to use the Marks or take any other action in derogation of CITY WIDE's rights.

• 14.2.6 If Franchisee misuses or makes any unauthorized use of the Marks or Software, operates the Franchised Business in a manner contrary to or inconsistent with the Marks, or otherwise materially impairs the goodwill associated with the Marks or CITY WIDE's rights in the Marks or Software; or

• 14.2.7 If Franchisee engages in any business or markets any service or product under a name or mark which, in CITY WIDE's opinion, competes with or is confusingly similar to the System or the Marks; or

Source: Item 22 — CONTRACTS (FDD page 65)