What is the definition of 'System' that a City Wide franchisee must comply with?

Franchisee shall comply with all requirements contained in this Agreement, the Operating Manual and other written policies CITY WIDE supplies to Franchisee. Mandatory specifications, standards, operating procedures and rules CITY WIDE prescribes from time to time in the Operating Manual or otherwise communicated to Franchisee in writing will constitute provisions of this Agreement as if fully outlined in this Agreement. Any required standards set forth herein, the Operating Manual exist to protect CITY WIDE's interests in the System and the Marks and not to establish any control or duty to take control over those matters that are reserved to Franchisee. All references to this Agreement will include all such mandatory specifications, standards and operating procedures and rules. Franchisee's failure to comply with requirements set forth in this Agreement concerning quality and performance will constitute a material breach of and cause for termination of this Agreement. Franchisee will comply with the entire System including, but not limited to:

• 4.6 Standards of Quality.

Franchisee will continually maintain the highest standards of quality, cleanliness, appearance, and service provided by the System, thereby maintaining the public image and reputation of the System and the demand for the products and services provided under this Agreement, and to that end:

• 7.5 No Duplication or Disclosure.

Franchisee is prohibited from duplication of the CITY WIDE System and Software and will not disclose or cause to be disclosed any part of the CITY WIDE System or Operating Manual.

• 7.7 Uniform Standards.

Franchisee recognizes that it is essential to the proper marketing of the System and the designated service and product lines and to the preservation and promotion of their reputation and acceptance by the public at large, that uniform standards of quality of services, products and merchandise be maintained.

Franchisee will promote, offer, sell and dispense all merchandise, products, trademarked product and service lines as prescribed by CITY WIDE as part of the System.

• 7.8 Pricing.

CITY WIDE may, as it deems advisable from time to time, advise or offer guidance to Franchisee with respect to prices for products or services offered for sale by the Franchised Business, the charging of which, in CITY WIDE's judgment, constitutes good business practice.

Franchisee is not obligated to accept any such advice or guidance, and Franchisee has the sole right to determine prices to be charged by the Franchised Business, if Franchisee's prices are consistent with the CITY WIDE concept.

• 7.9 Approved Suppliers and Approved Supplies.

Franchisee acknowledges and agrees there exists a direct correlation between sales staffing and the financial success of a Franchised Business. Accordingly, Franchisee is required to meet the minimum staffing levels as set forth in the Operating Manual.

• 7.16 Promotions. Franchisee will use only business stationery, business cards, marketing materials, advertising materials, printed materials, and forms which have been supplied by a supplier designated or approved by CITY WIDE pursuant to Section 7.9 of this Agreement and which meet all standards of quality and other specifications of CITY WIDE. Franchisee will not employ any person to act as a representative of Franchisee in connection with the local promotion of the Franchised Business in any public media without the prior written approval of CITY WIDE. Franchisee will submit to CITY WIDE in a timely manner, all promotional and advertising materials to be used by Franchisee, which must be approved by CITY WIDE before their use. Such submission will give CITY WIDE a minimum of seven (7) business days to review and approve such material. If CITY WIDE does not respond to Franchisee's request within that time, Franchisee's proposed materials will be deemed disapproved.

• 7.18 Marketing Efforts.

Franchisee will at all times actively promote the sale of System products and services at the Location and will use Franchisee's primary and best efforts to cultivate, develop, and expand the market for such products and services.

Franchisee must participate in and cooperate in any marketing or promotional campaigns conducted by CITY WIDE unless Franchisee obtains prior written approval from CITY WIDE to opt out of any such campaign.

Source: Item 22 — CONTRACTS (FDD page 65)