What standards must a City Wide franchisee maintain?

anchisee requests additional on-site assistance or supervision CITY WIDE may charge Franchisee a fee, as outlined in the Operating Manual. Franchisee acknowledges and agrees that any evaluation or inspection conducted by CITY WIDE under this section is not intended to exercise, and does not constitute, control over Franchisee's day-to-day operation of the Franchised Business or to assume any responsibility for Franchisee's obligations under this Agreement.

• 4.3 Specifications. Specifications for fixtures, equipment, signs, furnishings, and other components and accessories for the Franchised Business which Franchisee will purchase at Franchisee's expense for Franchisee to use in conducting the Franchised Business at the Location will be as outlined in the Operating Manual. CITY WIDE may from time to time provide Franchisee with a comprehensive list of established sources of equipment and supplies necessary for the operation of a Franchised Business (See Section 7.9).

• 4.4 Continuing Advisory Assistance. CITY WIDE will provide continuing advisory assistance to Franchisee in the operation of the Franchised Business, as CITY WIDE at its sole and absolute right determines is necessary. CITY WIDE may also provide Franchisee newsletters and bulletins from time to time.

• 4.5 Confidential Operating Manual. Upon execution of this Agreement, CITY WIDE will provide an electronic copy of, or electronic access to, the confidential Operating Manual which will govern the operation of the Franchised Business at the Location. CITY WIDE may make changes and additions from time to time to the Operating Manual which will be available electronically to Franchisee.

• 4.6 Standards of Quality. 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:

• 4.6.1 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.

• 4.6.2 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

• 4.6.3 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.

• 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.

• 4.8 National Meetings. CITY WIDE may offer to conduct national or regional franchisee meetings ("National Meetings") as outlined in Section 7.24 below.

• 4.9 Franchise Advisory Council. CITY WIDE has established a franchise advisory council ("Franchise Advisory Council") to which Franchisee may be elected. All franchisees within CITY WIDE's franchise system share in the expenses related to the Franchise Advisory Council. Amounts and expenditures may vary from time to time due to variations in FAC costs as determined by CITY WIDE. Accordingly, regardless of whether Franchisee is elected to the Franchise Advisory Council, Franchisee will be required to pay Franchisee's proportionate share of travel and lodging costs of elected Franchise Advisory Council members. CITY WIDE will invoice Franchisee for Franchisee's share of such costs.

• 4.10 Review of Promotional and Advertising Materials. CITY WIDE must review all promotional and advertising materials Franchisee 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.

Source: Item 22 — CONTRACTS (FDD page 65)