responsible for entering into and terminating contracts with agents;

• (e) use only advertising programs, materials and media (including print, audio, video, website, and computer-transmitted media) that conform at all times to Counselor's brand standard and image. If Counselor determines, in its sole discretion, that any advertising materials or media do not conform to Counselor's brand standard or image, you will alter or remove such advertising materials or media, as directed in writing by Counselor. You have the option to develop your own website as part of your overall promotion strategy. Your use of our trademarks in any advertising materials, advertising media or on your website must conform at all times to the requirements set forth in the Article 4 of this Agreement. Counselor does not currently require any advertising materials, advertising media or your website to be approved by Counselor prior to you using them, but reserves the right to review and approve such advertising materials, advertising media and your website (and to require you to alter or cease using all or any portion of such advertising materials, advertising media or website it does not approve); and
• (f) comply with changes we may make to the Franchise Policy Guidelines, System and standards even if additional investment or expenditures are required.

7.2 Best Efforts, Confidentiality and No Conflicts of Interest.

• (a) You or your Business manager must furnish your personal full time and attention and best efforts to the management and operation of your Business.
• (b) During and after the term of this Agreement, you shall not disclose to a third party or use, except to operate the Business during the term of this Agreement, any confidential or proprietary information, or trade secret, that we own or disclose to you. You must require your Business manager (if any) and agents to sign a corresponding confidentiality agreement. You must return the entire Franchise Policy Guidelines to us promptly upon termination or expiration of this Agreement or any transfer.
• (c) During the term of this Agreement, you will not own any interest in, or work for, engage in or assist, directly or indirectly, any real estate brokerage service business other than Counselor, or that competes with Counselor, at or within 50 miles of the Office (or any Additional Office or Extension Office) without Counselor's prior written approval.
• (d) During the term of this Agreement and for a period of twenty-four (24) months after it expires, is terminated or is transferred, you will not alone, or in any capacity

with another person or entity, within the United States and any other geographical area in which Counselor operates, solicit or cause to be solicited any person or entity that is (or was within the previous six (6) months) an agent, employee or independent contractor of Counselor or another Counselor franchisee, for the purpose of hiring or contracting such person or entity to work for you or any other party, or for the purpose of inducing them to leave such party's employment or contract with Counselor or another Counselor franchisee.

• (e) You agree that the covenants contained in this Section 7.2 are reasonable and understand that your willingness to agree to such covenants is an important inducement and consideration for our entering into this Agreement. You must demonstrate compliance with this Section 7.2. Sections 7.2 (b), (c) and (d) also apply to guarantors of this Agreement, your spouse and children if Franchisee is a sole proprietorship, and your officers, directors, employees, partners, and each principal shareholder or owner if Franchisee is a corporation or other entity.
• 7.3 Inspection. Your Business and Office (including any Additional Office and Extension Office) shall be open to us for inspection without notice during the business day.
• 7.4 Agents. You must notify Counselor immediately in writing each time a licensed agent begins operating through your Office (including any Additional Office or Extension Office).

8. FINANCIAL STANDARDS.

• 8.1 Records and Reports. You must keep and give us the information, reports, books and records concerning the Office (including any Additional Office and Extension Office) and Business we specify, on forms or in media we specify periodically. You will allow us to inspect, copy and audit such records, both at the Office (including any Additional Office and Extension Office) and remotely by electronic means. If Franchisee is a partnership, corporation or other entity, you must provide us with copies of Franchisee's organizational documents (including, without limitation, as applicable, its articles of incorporation, bylaws, operating agreement or partnership agreement) and breakdown of ownership.

Source: Item 22 — CONTRACTS (FDD page 32)