How must the Marks and System be used by a Cool Binz franchisee?

s Agreement expires or is terminated for any reason.

7. SYSTEM STANDARDS.

A. COMPLIANCE WITH SYSTEM STANDARDS.

You acknowledge and agree that the operation and maintenance of your COOL BINZ Business according to System Standards is essential to preserve the goodwill for the Marks and all COOL BINZ franchisees. Therefore, at all times during the term of this Agreement, you agree that the Managing Owner or, if applicable, the Designated General Manager, devote your full-time best efforts to operate and maintain your Business according to each and every System Standard, even if you believe that a System Standard is not in the System's or your franchise's best interests. System Standards may be periodically modified and supplemented during the term of this Agreement and you must comply with any such changes immediately upon notice to you. Furthermore, you must use your best efforts to assure that your employees and representatives conduct themselves, during business hours and/or whenever they are in a vehicle with a COOL BINZ logo, or a company uniform with a COOL BINZ patch, in a manner which is consistent with the professional and ethical image of the System.

You will offer and provide all of the Services that we periodically require for COOL BINZ franchisees, and in the manner we prescribe.

System Standards, to be specified and periodically amended in the Operations Manual or otherwise in writing, may include, without limitation, standards and specification regarding:

• 1. use and display of the Marks;
• 1. Services and products which we authorize you to sell to the public;
• 1. the use of supplies and equipment;
• 1. a dress code, during business hours, for you, your employees and your representatives;
• 1. suppliers and vendors you may use for advertising, inventory, equipment, the purchase of uniforms for you, your employees and your representatives, and other services or products you may use in the operation of the COOL BINZ Business;
• 1. vehicle type, model, color, supplier, trademark representation, and appearance (no rust or body damage). These specifications are included in our Operations Manual. All vehicles purchased or leased for the COOL BINZ Business are to be, and maintained, in a "good" condition as defined by KELLY BLUE BOOK ("good" condition means that the vehicle is free of any major defects). The paint, body and interior must have only minor (if any) blemishes, and there may not be any major mechanical problems. In states where rust is a problem, this should be very minimal. All vehicles used in connection with the business are to be decaled as required by us and the decals are to be free of defects. You will be required to submit photos of all vehicles used in connection with the COOL BINZ Business in the manner and format we prescribe;
• 1. business forms and stationary;
• 1. designated and approved suppliers for business assets and supplies using our Marks;
• 1. types and amounts of insurance coverage;
• 1. compliance with applicable laws including obtaining required licenses and permits, payment of all taxes, assessments, fees, fines, and penalties arising out of the operation of the COOL BINZ Business;
• 1. adhering to good business practices, observing high standards of honesty, integrity, fair dealing, and ethical business conduct in all dealings with customers (including, but not limited to, maintaining, at all times, professional behavior with all Customers, vendors and our personnel), suppliers, and us, and notifying us if any action, suit, or proceeding is commenced against you or your legal entity;
• 1. general operations including maintaining, at a minimum, Monday through Friday 8:00 AM to 5:00 PM business hours, sales, marketing, advertising, and promotional programs, call center usage, phone type/model/provider, and materials and media used in these programs, personnel practices, bookkeeping, accounting, data processing, and record keeping systems, and forms, methods, content, and frequency of reports to us of sales and financial performance, and the furnishing of tax returns related to the COOL BINZ Business and other operating and financial information to us;
• 1. respond to any and all customers' inquiries or complaints within one (1) business day, and resolve it within seven (7) days of the initial complaint, to reasonably insure positive customer relations and maintain the goodwill of the System, even when such response may necessitate re-performing a task not completed to the Customer's satisfaction or a refund of moneys received;
• 1. any other aspect of the operation and maintenance of your COOL BINZ Business that we determine periodically to be useful to preserve or enhance the efficient operation, image, or goodwill of the Marks and the System;
• 1. public figures you choose in connection with local promotions;
• 1. use of a phone system, computer, electronic mail, software, online applications, and website that meets our requirements, as periodically updated;
• 1. marketing, advertising, and promotional material prepared by you;
• 1. number of employees to necessary provide prompt courteous service;
• 1. timing of the training of other employees for the COOL BINZ Business;
• 1. use and installation of a GPS unit in each service vehicle used in connection with the COOL BINZ Business and pay the then-current fee to the applicable third-party vendor, if required;
• 1. necessary amounts of working capital; and
• 1. any other aspect of the operation and maintenance of your COOL BINZ Business that we determine periodically to be useful to preserve or enhance the efficient operation, image, or goodwill of the Marks and the System.

You agree to refrain from committing any act or pursuing any course of conduct that tends to bring our Marks into disrepute.

You must use your best efforts to promote and increase the demand for COOL BINZ Business. All of your advertising and promotion must be completely factual and conform to the

highest standards of ethical advertising. You agree to refrain from any business or advertising practice which may be injurious to the COOL BINZ Business or the goodwill associated with the Marks and System.

You are solely responsible for: (a) selecting, retaining and paying your employees; (b) the payment of all invoices for the purchase of goods and services used in connection with operating the COOL BINZ Business; and (c) determining whether, and on what terms, to obtain any financing or credit that you deem advisable or necessary for the conduct of the COOL BINZ Business. You agree to pay all current obligations and liabilities to suppliers, lessors, and creditors on a timely basis. You agree to indemnify us in the event that we are held responsible for debts owed by you if we elect to pay any of your obligations in order to preserve the relationship between system suppliers and COOL BINZ franchisees. You agree to make prompt payment of all federal, state and local taxes, including individual and corporate taxes, sales and use taxes, franchise taxes, gross receipts taxes, employee withholding taxes, FICA taxes, personal property and real estate taxes arising from your operation of the COOL BINZ Business.

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