What is the maximum liability of City Wide to the franchisee under the franchise agreement?

• 4.7 No Responsibility or Liability. CITY WIDE will not, by any approvals, advice, or services provided to Franchisee, assume responsibility or liability to Franchisee or to any third party to which it would not otherwise be subject.
• 17.1 Franchisee will procure, at Franchisee's sole expense and maintain in full force and effect during the Term of this Agreement, an insurance policy or policies protecting Franchisee and CITY WIDE, and their officers, directors, partners and employees against any loss, liability, personal injury, death, or property damage or expense whatsoever arising or occurring upon or in connection with the Franchised Business, as CITY WIDE may reasonably require for its own and Franchisee's protection. Franchisee must name CITY WIDE as an additional insured in such policy or policies.
• 17.2 Such policy or policies will be written by an insurance company satisfactory to CITY WIDE in accordance with standards and specifications set forth in the Operating Manual or otherwise in writing, and will include, at a minimum (except as different coverages and policy limits may reasonably be specified for all franchisees from time to time by CITY WIDE in the Operating Manual or otherwise in writing) the following: comprehensive general liability insurance, hired/non-hired auto coverage, general liability umbrella policy, cyber insurance, employee dishonesty/crime policy, errors and omissions insurance, employment practices liability insurance, workers' compensation insurance (as determined by state of Franchised Business location), and business interruption insurance. The insurance afforded by the policy or policies respecting liability will not be limited in any way by reason of any insurance which may

be maintained by CITY WIDE. Within six (6) months after the signing of this Agreement, but in no event later than the date on which Franchisee acquires an interest in the real property on which Franchisee will develop and operate the Franchised Business, Franchisee must furnish CITY WIDE for approval a certificate of insurance showing compliance with the foregoing requirements. Such certificate will state that such policy or policies will not be canceled or altered without at least thirty (30) days prior written notice to CITY WIDE and will reflect proof of payment of premiums. Franchisee will also submit copies of such insurance policies. Maintenance of such insurance and the performance by Franchisee of the obligations under this Section 17.3 will not relieve Franchisee of liability under the indemnity provision set forth in this Agreement. Minimum coverage limits may be published in the Operating Manual and may be modified from time to time, as conditions require, by written notice from CITY WIDE to Franchisee.

• 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. All such indemnification will survive termination of this Agreement.

Source: Item 22 — CONTRACTS (FDD page 65)