What is the scope of the City Wide franchisee's right to use the Marks?

see intends to use before Franchisee uses them under the provisions of Section 10 of this Agreement. As described in Section 10 of this Agreement, CITY WIDE agrees to provide to Franchisee reasonable amounts of such advertising and promotional materials as CITY WIDE has prepared and used in connection with other Businesses in the System owned or licensed by CITY WIDE, at a price equal to CITY WIDE's cost, including allocable overhead, plus ten percent (10%).

SECTION 5. Marks

5.1 Franchisee acknowledges that CITY WIDE is the licensee of the Marks found in Attachment C to this Agreement**.** Franchisee further acknowledges that CITY WIDE has disclosed fully to Franchisee that the Marks licensed hereunder are owned by CITY WIDE FRANCHISE HOLDING COMPANY, INC., an affiliate (See Section 13.2) of CITY WIDE. Franchisee additionally acknowledges that CITY WIDE has disclosed fully to Franchisee that CITY WIDE has the exclusive right throughout the United States, Canada and Mexico, under its License Agreement with CITY WIDE FRANCHISE HOLDING COMPANY, INC., to sub-license the use of the Marks for use as outlined in this Agreement. Franchisee further acknowledges that Franchisee's right to use the Marks is derived solely from this Agreement and is limited to Franchisee's conduct of the Franchised Business under and in compliance with this Agreement and all applicable standards, specifications, and operating procedures CITY WIDE prescribes from time to time during the term of the franchise. Any unauthorized use of the Marks by Franchisee is a breach of this Agreement and an infringement of the rights of CITY WIDE in and to the Marks. Franchisee acknowledges that all Franchisee's usage of the Marks and any goodwill established by

Franchisee's use of the Marks will inure to the exclusive benefit of CITY WIDE and that this Agreement does not confer on Franchisee any goodwill or other interests in the Marks. Franchisee will not, at any time during the Term of this Agreement or after its termination or expiration, contest the validity or ownership of any of the Marks or assist any other person in contesting the validity or ownership of any of the Marks. All provisions of this Agreement applicable to the Marks also apply to any additional trademarks, service marks, and commercial symbols CITY WIDE authorizes Franchisee to use during the Term of this Agreement.

• 5.2 Franchisee will not use any of the Marks or portion of any of the Marks as part of any corporate or trade name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any modified form. Franchisee will not use any Mark in connection with the sale of any unauthorized product or service or in any other manner CITY WIDE has not expressly authorized in writing. Franchisee will give such notices of trademark and service mark registrations as CITY WIDE specifies and obtain such fictitious or assumed name registrations as may be required under applicable law.
• 5.3 Franchisee will promptly notify CITY WIDE of any claim, demand, or cause of action based upon or arising from any attempt by any other person, firm or corporation to use the Marks or any colorable imitation of them. Franchisee will notify CITY WIDE of any action, claim or demand against Franchisee relating to the Marks, within ten (10) calendar days after Franchisee receives notice of any action, claim, or demand. Upon receipt of a timely notice of an action, claim or demand against Franchisee relating to the Marks, CITY WIDE will have the sole and absolute right to defend any such action. CITY WIDE will have the exclusive right to contest or bring action against any third party regarding the third party's use of any of the Marks and will exercise such right at its sole and absolute right. In any defense or prosecution of any litigation relating to the Marks or components of the System undertaken by CITY WIDE, Franchisee will cooperate with CITY WIDE and execute any documents and take all actions as may be desirable or necessary in the opinion of CITY WIDE's counsel, to conduct such defense or prosecution. Both parties will make every effort consistent with the foregoing to protect, maintain, and promote the Marks as identifying the System. CITY WIDE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE USE, EXCLUSIVE OWNERSHIP, VALIDITY OR ENFORCEABILITY OF THE MARKS.
• 5.4 If it becomes advisable at any time, at CITY WIDE's sole and absolute right, for CITY WIDE and/or Franchisee to modify or discontinue the use of any of the Marks, and/or use one or more additional or substitute trade names, trademarks, service marks, or other commercial symbols, Franchisee will comply with CITY WIDE's directions within a reasonable time after Franchisee receives notice from CITY WIDE, and CITY WIDE will have no liability or obligation whatsoever to Franchisee concerning CITY WIDE's modification or discontinuance of any of the Marks.
• 5.5 In order to preserve the validity and integrity of the Marks, copyrights, patents (which copyrights and/or patents may be identified by CITY WIDE in writing), Software (as defined in Section 11.10) and Confidential Information (as defined in Section 9.1) licensed under this Agreement and to assure that Franchisee is properly employing the same in the operation of Franchisee's Franchised Business, CITY WIDE or its agents will have the right to enter and inspect Franchisee's Location at all reasonable times and in a reasonable manner and will also have the right to observe the manner in which Franchisee is rendering services and conducting Franchisee's activities and operations and to inspect equipment, merchandise, accessories, products, supplies, reports, forms and documents and related data for test of content and evaluation purposes to make certain that the Franchised Business is being operated in accordance with the quality control provisions and performance standards established by CITY WIDE.
• 5.6 Franchisee understands and agrees that any use of the Marks other than as expressly authorized by this Agreement, without CITY WIDE's prior written consent, is an infringement of CITY

WIDE's rights and a material breach of this Agreement and that the right to use the Marks granted under this Agreement does not extend beyond the end of the Term of this Agreement. Franchisee expressly covenants that, during the Term of this Agreement and after any termination or expiration, Franchisee will not, directly, or indirectly, commit any act of infringement or contest or aid others in contesting the validity of CITY WIDE's right to use the Marks or take any other action in derogation of CITY WIDE's rights.

• 5.7 Franchisee will not license or attempt to license any other person or entity to use the System, Software or the Marks or allow any other person or entity to use the System, Software or Marks, other than Franchisee's employees or agents and only in connection with the Franchised Business.

Source: Item 22 — CONTRACTS (FDD page 65)