What is the name of the agreement that the City Wide franchisee entered into?

[Item 22: CONTRACTS]

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.

[Item 22: CONTRACTS]

• 15.2 At the end of the Term of this Agreement, whether because of an event of default pursuant to Section 14 above or otherwise, Franchisee will immediately do each of the following:

• 15.2.1 Cease to be a franchisee of CITY WIDE and cease to operate the former Franchised Business or any other business using any part of the System or Marks.

After that Franchisee will not, directly or indirectly, represent to the public that the former Franchised Business is or was operated in any way connected with the System or hold itself out as a present or former franchisee of CITY WIDE.

• 15.2.2 Pay all sums owing to CITY WIDE.

Upon termination of this Agreement for any default by Franchisee, such sums will include lost Royalties Fees, Marketing Fees and other fees for the remainder of the Term, and other damages, costs, and expenses incurred by CITY WIDE as a result of the default.

• 15.2.3 Cease to use and destroy all tangible copies of the Operating Manual, the Software, and all other Confidential Information together with all equipment and other property owned by CITY WIDE.

Franchisee will retain no copy or record of any of the foregoing; provided, however, that Franchisee may retain Franchisee's copy of this Agreement, a copy of any correspondence between the parties, and a copy of any other document which Franchisee needs for compliance with any applicable provision of law.

• 15.2.4 Change all phone numbers then listed under any Mark owned by CITY WIDE and assign to CITY WIDE the right to use all such phone numbers.

• 15.2.5 Provide CITY WIDE with a complete list of Franchisee's employees, subcontractors and suppliers, their respective addresses, and any outstanding amounts Franchisee may owe to any third party.

• 15.2.6 Provide CITY WIDE with a complete list of all customers for the past three years, subcontractors, contacts names, and the like, including all address and telephone information for each name listed.

Additionally, Franchisee shall provide upon CITY WIDE's request, copies of all of Franchisee's files, correspondence, billing records, bid sheets, and all other records of the Franchised Business including, but not limited to, all client agreements, all investment recaps, and all Schedule A details of service.

[Item 22: CONTRACTS]

• 14.8 Right to Enter and Operate.

In addition to CITY WIDE's right to terminate this Agreement, and not in lieu of such right or any other rights against Franchisee, if Franchisee has not cured a default under this Agreement within the time allotted by CITY WIDE after receipt of the Notice to Cure from CITY WIDE, CITY WIDE may, at its option, enter the premises of the Franchised Business and exercise complete authority with respect to its operation until such time as CITY WIDE determines that Franchisee's default has been cured and that there is compliance with the requirements of this Agreement.

Franchisee specifically agrees that a Representative (as defined in Section 16) of CITY WIDE may take over, control, and operate the business, and that Franchisee will pay CITY WIDE a service fee of not less than Three Hundred Dollars ($300) per day plus all travel expenses, room and board and other expenses reasonably incurred by such Representative so long as it will be required by the Representative to enforce compliance.

Franchisee further agrees that if, as herein provided, CITY WIDE temporarily operates for Franchisee the business franchised herein, Franchisee will indemnify and hold harmless CITY WIDE and any Representative of CITY WIDE who may act hereunder, respecting any and all acts and omissions which CITY WIDE may perform, or fail to perform as regards the interests of Franchisee or third parties.

• 14.9 If this Agreement is terminated by the Franchisor due to an uncured breach by Franchisee, Franchisee will forfeit all rights Franchisee may have otherwise had in and to any Royalty Rebate if the Agreement were not terminated.

SECTION 15. Post-Termination Obligations of Franchisee.

• 15.1 Termination of this Agreement will not relieve Franchisee of any right, duty, covenant, or obligation relating to the use of the Marks, the Software, the confidentiality and use of the Confidential Information, the maintenance of statements and records and inspection and auditing of records, covenants relating to non-competition, and other Franchisee covenants, Franchisee's post-term obligations, indemnification, and independent contractor status, the availability of equitable relief and payment of costs and expenses, governing law and dispute resolution, severability and construction, and acknowledgments under the Franchise Agreement or any other Agreement.

[Item 22: CONTRACTS]

• 7.26 Security Agreement.

This Agreement will constitute a security agreement, and upon request by CITY WIDE, Franchisee will execute any additional instruments required to perfect this security interest including, without limitation, a standard Uniform Commercial Code ("UCC") financing statement.

Franchisee authorizes CITY WIDE to file a copy of this Agreement, a UCC financing statement, and any other documents that may be necessary to perfect that security interest.

Provided, however, that CITY WIDE agrees to subordinate its security interest to the security interest of any bank or other lender which loans funds to Franchisee for the construction or development of a Franchised Business; provided further that such subordination will not be effective in the case of re-financing of such loans.

• 7.27 Copyright Notice.

Franchisee will cause the proper copyright notice to appear on all copies of all materials promulgated by CITY WIDE, including any printed copies of CITY WIDE's Operating Manual.

• 7.28 Insurance.

Franchisee shall keep the Franchised Business, and all proprietary equipment and other equipment adequately insured with the coverages and policy limits as set forth in the Operating

Manual, and as from time to time modified by CITY WIDE therein and as required by National Account Contracts.

• 7.29 CITY WIDE's Right to Enter.

Franchisee hereby grants to CITY WIDE and its agents the right to enter upon the Location, without notice, at any reasonable time for the purpose of conducting inspections of the Location, Franchise Owner's Business Records (as defined in Section 11) including but not limited to its books, records and register tapes, and Franchisee agrees to render such assistance as may reasonably be requested and to take such steps as may be necessary immediately to correct any deficiencies detected during such an inspection upon the request of CITY WIDE or its agents.

• 7.30 Possible Variability.

[Item 22: CONTRACTS]

SECTION 16. Franchisor's Representative.

CITY WIDE may from time to time name one or more representative(s) ("Representative") to perform some or all the duties and to exercise some or all of the rights of CITY WIDE arising under this Agreement. Franchisee acknowledges and agrees that (1) any Representative will be deemed for all purposes to be an independent contractor of CITY WIDE and not CITY WIDE's agent or employee; (2) no Representative will have the authority to cancel, rescind, terminate, amend, alter, or supplement this Agreement or any other agreement between Franchisee and CITY WIDE; and (3) CITY WIDE will not be liable for any act, omission, representation, or warranty of any Representative to the relative extent that such damages do not result from CITY WIDE's negligence, wrongful acts or willful failure to act. The naming of any Representative by CITY WIDE will be made by written designation to Franchisee, which designation may limit or specify the Representative's duties and responsibilities. CITY WIDE may, at its sole and absolute right, terminate the services of any Representative at any time without prior notice to Franchisee. If a named Representative who is providing Franchisee with services is terminated, however, CITY WIDE will advise Franchisee of the termination within a reasonable period after termination occurs and either will name a new Representative or will itself perform the services required under this Agreement until and unless a new Representative is named.

SECTION 17. Insurance

[Item 22: CONTRACTS]

SECTION 4. Duties and Covenants of Franchisor And Training

CITY WIDE agrees to provide Franchisee with the services set forth below. Franchisee and CITY WIDE agree that CITY WIDE may contract or arrange with third parties, including a Representative (as hereinafter defined) appointed by CITY WIDE under Section 16 of this Agreement, to provide some or all services if those services are of the promised quantity and quality.

4.1 Initial Training. Initial training is required for all new CITY WIDE franchisees, including new franchisees entering the CITY WIDE system through a transfer of a Franchised Business. CITY WIDE will provide mandatory initial training programs for three people: (1) Franchisee (or if Franchisee is not a natural person, for one (1) shareholder, partner, or officer of Franchisee as designated by Franchisee and approved by CITY WIDE) and two (2) other people of the Franchised Business in the Designated Territory. CITY WIDE may elect not to provide such initial training if CITY WIDE determines, at its sole and absolute right, that such training is not required. Training will not begin until Franchisee has obtained financing or shown sufficient assets to satisfy CITY WIDE of Franchisee's ability to meet its financial obligations under the Agreement, and Franchisee has started the online City Wide YOU training program. Before or at the commencement of the initial training program, CITY WIDE will procure and configure laptop hardware for Franchisee and its employees, for use in the operation and management of your Franchised Business (such Software and hardware collectively, "Technology System"). CITY WIDE may also make available such other required or optional training programs as CITY WIDE deems necessary and appropriate. The Franchisee's payment of the Initial Training Fee includes five additional training credits

[Item 22: CONTRACTS]

No Representations or Warranties.

Neither City Wide nor any of its affiliates makes any representations or warranties with respect to the Services or otherwise and each of such persons hereby

disclaims all warranties, express or implied.

• 1. Survival. Any terms of this Agreement that by their nature extend beyond its termination or expiration will remain in effect until fulfilled and apply to respective successors and permitted assignees.
• 1. Notice. Any notice or report required or permitted by these terms and conditions must be in writing and will be deemed given if delivered personally or if sent by either party to the other by confirmed overnight delivery or by certified or registered mail, return receipt requested, postage prepaid, or upon rejection of delivery, addressed to the other party to its address listed above or at such other address as such party will designate by notice hereunder.
• 1. Force Majeure. Delays or failure of any party in the performance of said party's required obligations under this Agreement will be excused only for Acts of God, strikes or work stoppages called by a regional, local or national union, or other acts clearly beyond the control of the parties, provided that prompt notice of such event and of the anticipated delay is given and the party seeking excuse is diligent in attempting to remove or cure such cause and to mitigate the delay. Performance will be excused only for the duration to the force majeure event.
• 1. Assignment. City Wide may sell, transfer or assign this Agreement at any time and thereby be released from any further obligations to Franchisee. Franchisee may not sell, transfer or assign Franchisee's rights to this Agreement without the prior written consent of City Wide, which may be granted or denied.
• 1. Entire Agreement. This Agreement contains the Parties' entire agreement with respect to the subject matter included and supersedes all prior understandings, both oral and written. This Agreement may not be amended or modified except with the written consent of an authorized representative of both Parties.

The Parties hereby acknowledge and agree to all the terms hereinabove and have executed and delivered this Agreement on the day and year first written above.

CITY WIDE: CITY WIDE FRANCHISE COMPANY, INC. ENTITY NAME d/b/a City Wide Facility Solutions – Territory

EXHIBIT "A" Accounting Services and Fees

[Item 22: CONTRACTS]

RECITALS:

• A. CITY WIDE and Franchisee have entered int

Source: Item 22 — CONTRACTS (FDD page 65)