Does City Wide directly control (hire, fire, or schedule) a franchisee's employees?

• 7.15 Revenue and Profit Maximization; Budget and Strategic Plan. Franchisee will always use Franchisee's best efforts to diligently operate the Franchised Business so as to maximize the revenues and profits and will do all things reasonably requested by CITY WIDE to maximize revenues and profits. Franchisee always agrees and covenants to comply with CITY WIDE's minimum staffing requirements as set forth in the Operating Manual. Franchisee acknowledges and agrees that Franchisee's failure to comply with this requirement shall constitute a material default of this Agreement for which CITY WIDE may terminate this Agreement or: (a) reduce Franchisee's Designated Territory size; (b) reduce the number of field visits that CITY WIDE provides to Franchisee during the Agreement; (c) require Franchisee to attend additional training at Franchisee's expense; (d) prohibit Franchisee from attending any annual conference, convention, or training session that CITY WIDE may periodically conduct; (e) deem Franchisee ineligible for any awards bestowed upon franchisees by CITY WIDE and (f) reduce or eliminate the level of support and services CITY WIDE provides to Franchisee. Franchisee agrees to complete and submit to CITY WIDE on an annual basis a budget and strategic business plan before the end of Franchisee's fiscal year via CITY WIDE's budgeting platform. In the event CITY WIDE exercises its right in 7.15(a) above, the portion of the Designated Territory that is no longer part of the Designated Territory ("Eliminated Portion") may be granted by CITY WIDE to another franchisee to develop, own and operate a franchised business. If CITY WIDE grants the Eliminated Portion to another franchisee, Franchisee acknowledges and agrees that Franchisee's duties and obligations under this Agreement relating to operating the Franchised Business in the remaining part of the Designated Territory will continue in full force and effect so long as this Agreement is in effect. Notwithstanding the above, CITY WIDE will provide Franchisee with a period not to exceed one (1) year to cure the breach in 7.15(a).

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.

• (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.

• (i) At all times Franchisee must employ trained individuals. If Franchisee designates new or additional managers, outside sales persons or qualitycontrol persons who have not completed an initial training program, CITY WIDE will require and provide training to such persons to the extent that CITY WIDE can reasonably 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 sales persons, or quality-control persons, but if such training is provided, it shall be Franchisee's responsibility to pay the lesser of Three Hundred Dollars ($300) per day per person for such training, in addition to the expenses incurred by Franchisee's trainees to attend such training.

• (iv) CITY WIDE from time to time may provide and may require that previously trained and experienced franchisees, 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."

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.

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.

• 19.2 During the Term of this Agreement, Franchisee will hold itself out to the public as an independent contractor operating the business pursuant to a franchise from CITY WIDE. Franchisee will take such affirmative action as may be necessary to do so, including, without limitation, exhibiting a notice of that fact in a conspicuous place on the premises of the Franchised Business and on all forms, stationery, or other written materials, the content of which CITY WIDE reserves the right to specify.
• 19.3 Franchisee will defend at Franchisee's own cost and indemnify and hold harmless CITY WIDE, its general partners (if ever any) and their shareholders, directors, officers, employees and agents, from and against any and all loss, costs, expenses (including, without limitation, reasonable accountants', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs and other litigation expenses and travel and living expenses), damages and liabilities, however caused, resulting directly or indirectly from or pertaining to the use, condition, or construction, equipping, decorating, maintenance or operation of the Franchised Business, including the sale of any service sold from the Franchised Business and violation of Privacy Laws. Such loss, claims, costs, expenses, damages and liabilities will include, without limitation, those arising from latent or other defects in the Franchised Business, whether or not discoverable by CITY WIDE, and those arising from the death or injury to any person or arising from damage to the property of Franchisee or CITY WIDE, their respective agents or employees, or any third person, firm or corporation, whether or not such losses, claims, costs, expenses, damages, or liabilities were actually or allegedly caused wholly or in part through the negligence of CITY WIDE or any of its agents or employees or resulted from any strict liability imposed on CITY WIDE or any of its agents or employees.
• 19.4 CITY WIDE will not, by virtue of any approvals, advice or services provided to Franchisee, assume responsibility or liability to Franchisee or any third parties to which CITY WIDE would not otherwise be subject.

Source: Item 22 — CONTRACTS (FDD page 65)