What is the Franchisee required to do to maintain the integrity of the City Wide System, Marks, and goodwill?

); uniform operating methods, procedures and techniques; methods and techniques for cost controls, record keeping and reporting, personnel management, purchasing, sales promotion, marketing and advertising, all of which CITY WIDE may change, improve and further develop from time to time; and all those Marks and other distinguishing characteristics being owned solely and exclusively by CITY WIDE; and

CITY WIDE has developed the System through the expenditure of time, money, and effort and has maintained high standards of quality and service for the System, because of which the System has acquired valuable goodwill and a favorable reputation; and

CITY WIDE has and continues to develop, use, protect, and control the Marks for the benefit and exclusive use of itself and its franchisees to identify for the public the source of the products and/or services marketed under the System and to represent the System's high standards of quality; and

Franchisee desires to operate and has applied for a franchise to operate a business or facility according to the CITY WIDE System and using the Marks, and CITY WIDE has approved Franchisee's application in reliance upon all of representations made in Franchisee's application; and

Franchisee desires, upon the terms and conditions contained in this Agreement, to enjoy the benefits of operating under the System and of using the Marks and to be licensed to conduct the Franchised Business in strict accordance with the standards and specifications of the System; and

Franchisee acknowledges that it is essential to the maintenance of the high standards of the System, and to the preservation of the integrity of the System, Marks, and goodwill of CITY WIDE, that each franchisee in the System maintain and adhere to certain uniform standards, procedures and policies described in this Agreement, and operate the Franchised Business in strict conformity with the CITY WIDE standards and specifications; and

CITY WIDE is willing to grant Franchisee a license under the System and the Marks to operate a Franchised Business, subject to Franchisee's strict compliance with the terms and conditions of this Agreement; and

CITY WIDE expressly disclaims the making of, and Franchisee acknowledges that Franchisee has not received nor relied upon, any warranty or guaranty, express or implied, as to: (a) the validity, exclusive ownership or enforceability of any Mark; (b) the validity or enforceability of any copyright, patent, or trade secret.

In consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt of which is acknowledged, the parties to this Agreement agree as follows:

The Recitals stated above are incorporated herein by reference into this Agreement.

SECTION 1. Grant of Franchise

• 1.1 Subject to all the terms and conditions contained in this Agreement, CITY WIDE grants Franchisee the exclusive right and license to operate a Franchised Business using the System, Software (as defined in Section 11), and Marks solely in the territory ("Designated Territory") as outlined in Attachment B, which is attached to and made a part of this Agreement by reference. Franchisee accepts such right and license, subject to such terms and conditions, and agrees to operate the Franchised Business and to use the System, Software and Marks solely in connection with the Franchised Business.
• 1.2 So long as this Agreement is in force and effect and Franchisee is not in material default under any of its terms, Franchisee will have the exclusive right to operate a Franchised Business in the Designated Territory. Other than in the Designated Territory described in Attachment B, CITY WIDE may itself operate or license to others the right to operate Franchised Businesses utilizing the System and the Marks.
• 1.3 The CITY WIDE System is a comprehensive system for operating businesses under the trade name and service mark "CITY WIDE" and "CITY WIDE FACILITY SOLUTIONS" respectively, which specialize in analyzing client facility maintenance needs and matching independent contractors with those clients to meet their needs. Independent contractors identified by CITY WIDE franchisees are experts in the fields of over twenty-five (25) maintenance services and operate under the trade name and service mark "CITY WIDE" and "CITY WIDE FACILITY SOLUTIONS." Any service outside of facility maintenance to be offered by Franchisee as a franchisee of CITY WIDE shall be subject to a separate agreement. The CITY WIDE System is the essence and foundation of this Agreement. Franchisee's strict adherence to the CITY WIDE standards and policies providing for the uniform operation of all CITY WIDE Franchised Businesses, including standards for quality, service and operational integrity, is essential and mandatory. Franchisee's obligations as a Franchisee include, but are not limited to, the use of only

prescribed equipment, layouts, and designs; strict adherence to the use of the proprietary information and Operating Manual; and selling of only designated service and product lines. Franchisee's compliance with the CITY WIDE standards and policies in conjunction with the Marks provides the basis for the valuable goodwill.

• 1.4 Moreover, the establishment and maintenance of a close personal working relationship with CITY WIDE in the conduct of Franchisee's Franchised Business, Franchisee's accountability for the performance of the obligations contained in this Agreement, and Franchisee's adherence to the tenants of the System constitute the essence of this Agreement.
• 1.5 The provisions of this Agreement will be interpreted to give effect to the intent of the parties stated in this section so that the Franchised Business will be operated in conformity with the CITY WIDE System through strict adherence to CITY WIDE standards and policies as they exist now, and as CITY WIDE may modify them from time to time. Franchisee acknowledges this understanding of CITY WIDE basic business policy outlined in this Agreement.

SECTION 2. Initial Term and Successor Term

2.1 Initial Term. This Agreement will take effect on the date of execution of this Agreement ("Effective Date"). The initial term ("Initial Term") will expire on the tenth anniversary of the Effective Date, unless terminated according to Section 14 of this Agreement.

2.2 Successor Term.

• 2.2.1 Franchisee may enter into two (2) consecutive five (5) year Successor Terms of this Agreement (each a "Successor Term") ("Initial Term" and "Successor Term" collectively may be referred to as the "Term" of this Agreement), subject to the conditions set forth in Section 2.2.3 below. If this is a Successor Term, this Agreement shall commence on the expiration of the Initial Term or the immediately preceding Successor Term and will continue until the end of the Successor Term.

• 2.2.2 Upon the expiration of the second Successor Term, you will have no right to renew this Agreement or sign a new franchise agreement for a Successor Term unless we are required to grant you the right by the laws of the state of your Franchised Business location.

• 2.2.3 Any grant of a successor franchise is subject to the following terms and conditions being fully satisfied:

• (a) This Agreement is in full force and effect on the last day of any Term and has not expired;

• (b) Franchisee must give CITY WIDE written notice of Franchisee's desire to enter into a Successor Term not less than one (1) year before the expiration of the then-current Term; upon receipt of Franchise's notice, CITY WIDE will have sixty (60) days to respond to such request.

• 2.2.4 At least ninety (90) days before the Term is set to expire, CITY WIDE will inspect the Franchised Business and equipment and notify Franchisee of all required maintenance, refurbishing, renovating, remodeling, and equipment upgrades; Franchisee agrees to complete at Franchisee's expense and to the satisfaction of CITY WIDE, all such maintenance, refurbishing, renovating, remodeling and equipment upgrades no later than thirty (30) days after the respective Term expires.

• 2.2.5 Franchisee must not be in default of any provision of this Agreement, any amendment to this Agreement, or any other agreement between CITY WIDE or its respective subsidiaries or affiliates, and at all times Franchisee must have substantially complied with all the terms and conditions of this Agreement and any other agreements between the parties during the respective Terms, including but not limited to then current Annual Revenue Per Capita Growth requirement (See Section 6.5).

• 2.2.6 Franchisee's operation of the Franchised Business must be in full compliance with the standards, specifications, requirements, instructions set forth in this Agreement and in the Operating Manual of CITY WIDE.

• 2.2.7 Franchisee's operations under all other Franchise Agreements, if any, must be in full compliance with the standards, specifications, requirements, instructions set forth under all other Franchise Agreements and in the Operating Manual of CITY WIDE.

• 2.2.8 Franchisee must have satisfied all monetary obligations Franchisee owes to CITY WIDE and its subsidiaries and affiliates and timely met such obligations throughout the respective Term.

• 2.2.9 Franchisee must execute the form of franchise agreement being used by CITY WIDE at the time Franchisee renews, including the Successor Addendum (See Attachment J) (collectively, "Successor Franchise Agreement"), which Successor Franchise Agreement will in all respects supersede this Agreement and the terms of which may differ from the terms of this Agreement, including, without limitation, a higher percentage Royalty Fee (See Section 3.7.1) and Marketing Fee (See Section 3.7.2(a).

• 2.2.10 Franchisee must pay CITY WIDE a renewal fee ("Successor Fee") equal to fifty percent (50%) of the then-current Initial Franchise Fee set forth in the Franchise Disclosure Document , at the time Franchisee executes the Successor Franchise Agreement which amount will be instead of payment of a new Initial Franchise Fee.

• 2.2.11 Franchisees must comply with CITY WIDE's then-current criteria for operating a Franchised Business, including CITY WIDE's then-current franchisee qualification and training requirements.

• 2.2.12 Franchisee must execute a general release, in a form CITY WIDE prescribes, releasing any claims against CITY WIDE or its subsidiaries, affiliates, officers, directors, agents, and employees which Franchisee may have or assert at time of renewal; and

• 2.2.13 Franchisee must present evidence satisfactory to CITY WIDE that Franchisee has the right to remain in possession of the Location of the Office (See Item 12) for the Term, or a mutually acceptable alternative Location.

If Franchisee elects not to enter into a Successor Franchise Agreement for any reason or fails to sign the Successor Franchise Agreement before the expiration of the Term, then Franchisee must sell Franchisee's rights to the Designated Territory to CITY WIDE, or a third party buyer approved by CITY WIDE, in accordance with the requirements outlined in the Operating Manual, and such sale must close before the expiration of the Term.

Source: Item 22 — CONTRACTS (FDD page 65)