If a Cool Binz franchisee discontinues operations, what Post-Termination Obligations and Covenants Not to Compete must they observe?

arge you from your obligations to pay us pursuant to this Section and/or to indemnify or reimburse the transferee or purchaser pursuant to the applicable purchase or transfer agreement.

B. MARKS.

Upon the termination or expiration of this Agreement, you must:

• 1. strictly comply with, observe, and abide by all of the post-termination provisions of this Agreement, including those as set forth in Sections 5, 6 and 13.D of this Agreement;
• 1. neither directly nor indirectly represent to the public that any other business you may then own or operate, is or was operated as, or was in any way connected to, the System;
• 1. not hold yourself out or advertise in any context that you are a present franchisee or were a former franchisee of ours;
• 1. immediately refrain from engaging in any business relationship with any contacts with Customers or former Customers of the COOL BINZ Business, whether with respect to collection of accounts receivable, providing Services, or for any other purpose whatsoever;
• 1. assign any and all accounts receivable to us for collection, unless all Royalties and other payment obligations to us are paid in full. In connection with this assignment, you appoint us as attorney-in-fact to engage in these collection activities and you

specifically refrain from engaging in any of these collection activities. We must employ good faith efforts, including where appropriate in our sole and exclusive judgment the commencement of legal proceedings to collect the accounts receivable. We have no duty or obligation to you to accomplish the collection of such accounts receivable. We will remit to you any of these sums collected after first deducting all moneys owed to us and our costs of collection;

• 1. immediately cease operation under this Agreement and not operate or do business under any name or in any manner which might tend to give the general public the impression that you are operating a COOL BINZ Business, or any confusingly similar business;
• 1. take the action required to cancel all DBAs or equivalent registrations relating to your use of any Mark;
• 1. deliver to us, within seven (7) days, all electronic and hard copies of Customer Information;
• 1. remove all signage from vehicles and store fronts and deliver to us, within five (5) days, the Operations Manual and all copies thereof, and all proprietary information, confidential material, Required Software (including the COOL BINZ Software), signs, sign-faces, marketing and advertising materials, forms, uniform patches, decals (or proof of their removal) and other materials containing any Mark or otherwise identifying or relating to a COOL BINZ Business, and allow us, without liability to you or third parties, to remove all of these items from your vehicles and place of business;
• 1. notify the telephone company and all telephone directory publishers and Internet directory listings (including Google, Yahoo! and others) of the termination or expiration of your right to use any listing, telephone, telecopy, or other numbers and any telephone directory listings associated with any Mark, and authorize the transfer of these numbers and directory listings to us or, at our direction, instruct the telephone company to forward all calls made to your telephone number to numbers we specify. If you fail to do so, we can take whatever action is necessary, on your behalf and consistent with the telephone and other listing agreement attached to this Agreement as Exhibit C, to affect these events;
• 1. agree to cooperate with us to effectuate any change in telephone numbers or other transfers of our property to us, including the signing of any forms, authorizations or other documents necessary;
• 1. deliver to us, upon our request, an assignment of any real estate leases for property from which the COOL BINZ Business was operated;
• 1. Sell to us or our designee, at Franchisor's option, all COOL BINZ containers, trucks, other equipment, and all inventory in useable form bearing the Proprietary Marks at the lesser of the original purchase price thereof or at its then-current value, which value shall be decided in our reasonable judgment, within 15 days following the date of termination or expiration;
• 1. deliver to us, within 30 days, evidence that is satisfactory to us of your compliance with each of the foregoing obligations.

**C.

Source: Item 23 — RECEIPTS (FDD pages 63–238)