Where in the City Wide Franchise Agreement can I find information about the franchisee's obligations regarding non-competition covenants?

s of a beneficial interest, at any time during the term of this Non-Compete Agreement, of the securities of Franchisee, and of any corporation directly or indirectly controlling Franchisee, if Franchisee is a corporation; and the general partners and any limited partner owning any percentage of Franchisee if a partnership.

• 1. For the purposes of this agreement, the term "Franchised Business" (as defined in the Franchise Agreement) will be further modified to mean use of CITY WIDE's System and Marks at the following location ("Location"):

The franchise Territory consists solely of the following:

ATTACHMENT B TO THE FRANCHISE AGREEMENT - DESIGNATED TERRITORY

• 1. Franchisee covenants that during the term of this Non-Compete Agreement, except as otherwise approved in writing by CITY WIDE, Franchisee will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, or corporation:
  • a. Divert or attempt to divert any business or customers of the Franchised Business to any competitor, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any act injurious or prejudicial to the goodwill associated with CITY WIDE's Marks and the System; or
  • b. Own, maintain, engage in, consult with, or have any material interest in any competitive business (including any business operated by Franchisee prior to entry into the Franchise Agreement) specializing, in whole or in part, in providing the same or similar services or products or activities of any type or nature, targeted at a retail market of a

type the same as or similar to the type of programs offered or provided or markets targeted in or by the System.

• 1. Franchisee specifically acknowledges that, pursuant to this Agreement, Franchisee will receive valuable training and confidential information, including, without limitation, CITY WIDE's past, present or prospective client list, pricing formulas, policies, bids, quotes, proposals, profitability, margin strategies, presentation strategies and techniques, business plans, training materials, and additional information regarding the promotional, operational, sales and marketing methods and techniques of CITY WIDE and the System. Accordingly, Franchisee covenants that, except as otherwise approved in writing by CITY WIDE, Franchisee will not, for a period of two (2) years after the expiration or termination of this Agreement, regardless of the cause of termination, either directly or indirectly, for himself, or through, on behalf of, or in conjunction with any person, persons, partnership, or corporation, own, maintain, engage in, consult with or have any interest in any business specializing, in whole or in part, in providing the same or similar services or products or activities of any type or nature, targeted at a market of a type the same as or similar to the type of programs offered or provided or markets targeted in or by the System:
  • a. Within a radius of 150 miles of Franchisee's Franchised Business Location.
  • b. Within the metropolitan statistical area where Franchisee's Franchised Business is located; or
  • c. Within a radius of 150 miles of the Location of any other business using the System, whether franchised or owned by CITY WIDE.
• 1. Each of the foregoing covenants will be construed as independent of any other covenant or provision of this Agreement. If all or any portion of a covenant in this Non-Compete Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which CITY WIDE is a party, Franchisee will be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Non-Compete Agreement.
• 1. Franchisee understands and acknowledges that CITY WIDE will have the right, in its sole and absolute discretion, to reduce the scope of any covenant set forth in Paragraphs 3 and 4 in this Non-Compete Agreement, or any portion thereof, without Franchisee's consent, effective immediately upon receipt by Franchisee of written notice thereof, and Franchisee will comply forthwith with any covenant as so modified, which will be fully enforceable notwithstanding any contrary provisions of the Franchise Agreement, if any.
• 1. CITY WIDE will have the right to require Franchisee to enter into similar covenants with all of Franchisee's personnel performing managerial or supervisory functions and all personnel receiving training relating to the CITY WIDE System, in a form satisfactory to CITY WIDE.
• 1. Franchisee acknowledges, covenants and agrees that CITY WIDE will be entitled to immediate equitable remedies, including but not limited to, restraining orders in order to safeguard such proprietary, confidential, unique and special information of CITY WIDE and that money damages alone would be an insufficient remedy with which to compensate CITY WIDE for any breach of the terms of this Non-Compete Agreement.

Nothing herein shall, however, be construed as prohibiting CITY WIDE from pursuing any other remedies available to CITY WIDE for such breach or threatened breach, including recovery of damages from the franchisee.

Furthermore, unless prohibited by law, CITY WIDE shall be entitled to recover as additional damages all expenses and costs, including reasonable attorneys' fees, incurred by it in pursuing its legal and equitable remedies hereunder, whether suit be brought or not. It is understood that Franchisee shall fully protect, indemnify, and hold CITY WIDE and its employees and agents harmless from any and all claims, demands, suits, losses, liabilities, actions, expenses and/or damages, including reasonable attorneys' fees, arising as a result of a breach of this Agreement by Franchisee.

• 1. Paragraphs 3 and 4 will not apply to ownership by Franchisee of less than a five percent (5%) beneficial interest in the outstanding equity securities of any corporation which is registered under the Securities Exchange Act of 1934.
• 1. Any disputes that arise under this Non-Compete Agreement shall be subject to the dispute resolution provisions set forth in the Franchise Agreement.
• 1. All capitalized terms used in this Non-Compete Agreement shall have the same meaning as in the Franchise Agreement unless otherwise stated.
• 1. This Agreement will commence upon the Effective Date of the Franchise Agreement and will be effective throughout and will survive the Term of the Franchise Agreement, including any Successor Terms. In the event of the expiration or termination of the Franchise Agreement, then all applicable time periods set forth in this Agreement will commence as of the date of the termination or expiration of the Franchise Agreement.

IN WITNESS WHEREOF, the parties have executed this Non-Compete Agreement on the date above.

CITY WIDE FRANCHISE COMPANY, INC.

ATTACHMENT G TO THE FRANCHISE AGREEMENT ACKNOWLEDGMENT REGARDING OWNERSHIP

ACKNOWLEDGMENT REGARDING OWNERSHIP

ACKNOWLEDGMENT REGARDING OWNERSHIP OR OTHER INTEREST

Acknowledgment Regarding Controlling Persons. Franchisee hereby acknowledges that Franchisee is a(n):

Franchisee hereby warrants and represents that the following persons own Franchisee:

Franchisee acknowledges that CITY WIDE is relying on the accuracy of the above information, and that the information set forth above is true and correct. (All owners must sign below. There must be ONE (1) majority owner (e.g. cannot be 50/50)).

Source: Item 9 — FRANCHISEE'S OBLIGATIONS (FDD pages 28–29)