What constitutes misuse of the Marks by a City Wide franchisee?

otherwise by CITY WIDE in writing, especially including, without limitation, failure to meet customer service and satisfaction standards; or

• 14.2.5 If by act or omission, Franchisee permits a violation in connection with the operation of the Franchised Business, of any law, ordinance, rule, or regulation of a governmental body or agency, unless Franchisee in good faith disputes the legal application of such law, ordinance, rule, or regulation and promptly resort to an appropriate administrative or judicial forum for relief; or

• 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

• 14.2.8 If Franchisee or any guarantor(s) of this Agreement defaults under this Agreement or fails to perform any covenant or term contained in any other agreement with CITY WIDE and if such default is not cured in accordance with the terms of such other agreement, without any further Notice being required under this Agreement; or

• 14.2.9 If Franchisee is convicted of or admits to or is determined in any civil litigation to have infringed on the copyright or trademark, trade name, or service mark of any third party or to have appropriated the trade secrets or confidential information of any third party; or

• 14.2.10 If Franchisee fails to pay Franchisee's debts and obligations as they mature in accordance with normal industry business practices; or

• 14.2.11 If Franchisee makes an unauthorized assignment of the Franchised Business, its assets or ownership of Franchisee; or

• 14.2.12 If Franchisee fails to comply with the Annual Revenue Per Capita Growth requirement as set forth in Section 6.5 of this Agreement; or

• 14.2.13 If Franchisee fails to comply with the Revenue and Profit Maximization requirements set forth in Section 7.15 of this Agreement; or

• 14.2.14 If Franchisee fails to comply with the Minimum Total Revenue Retention Requirement as set forth in Section 7.19; or

• 14.2.15 If Franchisee breaches any other covenant, agreement, obligation, term, warranty, condition, or certification contained in this Agreement.

• 14.3 Breach of Related Agreement. If Franchisee defaults under any term of any agreement material to the Franchised Business or any other Franchise Agreement, Development Agreement or other contract or agreement between CITY WIDE or its affiliates, on the one hand, and Franchisee or a Franchisee Affiliated Company, on the other hand, and such default is not cured within the time specified in such agreement, contract or other franchise agreement, such default shall be deemed a default under this Agreement.

• 14.4 Immediate Termination of Rights; Surviving Provisions. Upon the occurrence of any event of default enumerated in Sections 14.1 or 14.2 of this Agreement, or upon termination pursuant to Section 14.5 of this Agreement, and upon Franchisee's failure to cure such default within the applicable period for cure, if any, then subject to the expiration of any minimum time period provided for by applicable law, this Agreement and all Franchisee's rights under it will immediately terminate without further notice or action by CITY WIDE; provided; however, that the rights, duties, covenants, and obligations of the parties to this Agreement will survive the end of the Term of this Agreement only insofar as they set out obligations or duties owed by Franchisee to CITY WIDE ("Surviving Provisions").

Source: Item 22 — CONTRACTS (FDD page 65)