Under what circumstances will the franchisee indemnify City Wide?

n Of Liability. IN NO EVENT SHALL CITY WIDE OR ANY OF ITS SUPPLIERS HAVE ANY LIABILITY TO FRANCHISEE OR ANY OTHER PERSON HEREUNDER FOR CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) RELATED TO THIS AGREEMENT OR RESULTING FROM FRANCHISEE'S USE OR INABILITY TO USE THE TECHNOLOGY SYSTEM, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE (EVEN IF CITY WIDE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES). FRANCHISEE AGREES THAT IN NO EVENT SHALL CITY WIDE OR SUPPLIERS' LIABILITY HEREUNDER EXCEED THE AGGREGATE OF ALL AMOUNTS PAID TO CITY WIDE BY FRANCHISEE HEREUNDER.

• 1. Indemnification. Franchisee will indemnify, defend and hold harmless City Wide and its past, present and future officers, directors, agents, attorneys, employees, shareholders, successors, assigns and affiliates (collectively "City Wide Indemnities") from and against any and all expenses, damages, taxes, claims, suits, losses, actions, judgments, liabilities and costs, including City Wide Indemnities' reasonable attorney's fees and in-house counsel fees, arising out of or based on any claim, action, judicial proceeding, administrative proceeding, personal injury or damage to real or personal property brought or threatened in connection with City Wide's provision of IT Services, or otherwise related to or arising out of a Cyber Event. City Wide will indemnify and hold Franchisee and its employees or agents ("Franchisee Indemnities") harmless from and against any and all expenses, damages, claims, suits, losses, actions,

judgments, liabilities and costs, including Franchisee Indemnities' reasonable attorney's fees, arising out of or based on any claim, action, judicial proceeding, administrative proceeding, personal injury or damage to real or personal property brought or threatened as a result of any negligence or willful misconduct by City Wide. All such indemnification will survive termination or expiration of this Agreement.

• 1. Applicable Law and Attorney's Fees. This Agreement will be governed by and construed in accordance with the laws of the State of Kansas. Any action brought to enforce this Agreement, or any right granted in this Agreement will be brought in accordance with the dispute resolution provisions contained in the most current form of the Franchise Agreement between the Parties. Should either party institute or participate in a legal or equitable proceeding against the other seeking to enforce or interpret this Agreement, the non-prevailing party in the proceeding will pay the prevailing party's costs (whether by final judgment or out of court settlement), expert and professional fees, and attorney's fees, including reimbursement of in-house counsel expenses at a reasonable rate comparable to fees generally charged in the legal community for outside counsel, and all costs and fees on appeal. Said obligation of the nonprevailing party will be deemed to accrue on the date of commencement of such proceedings.
• 1. Severability. If any court of competent jurisdiction find any provision of this Agreement to be unenforceable or invalid, then the provision will be ineffective to the extent of the Court's finding, without affecting the enforceability or validity of this Agreement's remaining provisions.
• 1. Waiver.

Source: Item 22 — CONTRACTS (FDD page 65)