Is the Franchisee's operation of the Franchised Business under the City Wide system dependent on strict conformity with City Wide standards and specifications?

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)

Source: Item 22 — CONTRACTS (FDD page 65)