What is the Franchisee's obligation regarding the City Wide System's standards, procedures, and policies?

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.

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 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.

Franchisee acknowledges that failure to abide by this provision will result in diffusing the CITY WIDE public image to the detriment of all franchisees using the System.

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.

Franchisee must maintain and operate the Franchised Business in a good, clean, and safe manner in compliance with standards prescribed by CITY WIDE.

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.

Franchisee will make no material alterations to the premises of the Franchised Business nor will Franchisee make material replacements of or alterations to the equipment, fixtures, furniture, or signs of the Franchised Business without the prior written approval by CITY WIDE.

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:

CITY WIDE may from time to time conduct evaluations of the Franchised Business at the Office and at Franchisee's customer sites, and evaluations of the services rendered, and the personnel Franchisee employs. CITY WIDE will provide Franchisee advice concerning operating problems, new techniques and administrative, bookkeeping, accounting and operating methods disclosed by reports to or inspections made by CITY WIDE as CITY WIDE at its sole and absolute right, may deem appropriate; and CITY WIDE will help, as CITY WIDE at its sole and absolute right may deem reasonably required, including advice and guidance with respect to new and improved methods of operation or business procedures developed by CITY WIDE, use of the Operating Manual, management material, promotional material, advertising forms, updates to Software, and the Marks.

Source: Item 22 — CONTRACTS (FDD page 65)