Can Cream establish and operate other businesses using the System within the Development Area?

an>The Development Rights may only be exercised for Jeni's Ice Creams Scoop Shops to be located in the Development Area. As long as you are in compliance with this Agreement and all Franchise Agreements (defined below) signed pursuant to this Agreement, and except as set forth in this Section 1.D, we will not, during the Term, operate or grant the right to anyone else to operate a Jeni's Ice Creams Scoop Shops within the Development Area, or grant Development Rights to anyone else to be exercised with your Development Area.

For the avoidance of doubt, we reserve for ourselves and our affiliates all rights not expressly granted to you in this Agreement and the right to do all things that we do not expressly agree in this Agreement not to do, in each case, without compensation to you, without regard to proximity to your Development Area, and on such terms and conditions as we deem appropriate. For example, and without limitation, we and our affiliates may, ourselves or through authorized third parties:

• (1) establish and operate, and allow others to establish and operate, other Jeni's Ice Creams Scoop Shops using the System, at any location outside the Development Area, on such terms and conditions we deem appropriate;
• (2) establish and operate, and allow others to establish and operate, any other type of business, including any business that may offer products and services which are identical to, similar to, or competitive with products and services offered by Jeni's Ice Creams Scoop Shops, under trade names, trademarks, service marks, and commercial symbols other than the "Jeni's® " name and marks, anywhere in the world, including in the Development Area;
• (3) establish, and allow others to establish, businesses and distribution channels other than a Jeni's Ice Creams Scoop Shop (including, selling products at retail, wholesale, or through any online presence), wherever located or operating, including in your Development Area, regardless of the nature or location of the customers with whom such other businesses and distribution channels do business, regardless of the nature or location of the customers with whom such other businesses and distribution channels do business, including businesses that

operate under trade names, trademarks, service marks, or commercial symbols that are similar to, the same, or competitive with the our trademarks, and/or that sell products or services similar to and/or the same as those that Jeni's Ice Creams Scoop Shops sell, including the offer and sale of Jeni's® -branded ice cream or products at third-party businesses;

• (4) establish and operate, and allow others to establish and operate, any Jeni's Ice Creams Scoop Shop, or other business using the System, and/or offering and selling any of the products or services that are similar to, the same, or competitive with those products or services offered by Jeni's Ice Creams Scoop Shops, at or through any non-traditional venues, including, temporary or seasonal facilities or business operated within any larger venue or closed market such as an airport, hospital or medical center, casino or gaming center, convention or business center, fairground, state, local, or national park, hotel or resort, military base, transportation or transit center, university, stadium, or entertainment center, at any location in the world, including in the Development Area;
• (5) conduct marketing, advertising, and/or other promotional activities, events, and campaigns, at any location in the world, including in the Development Area, including events, activities, and campaigns that involve product giveaways and/or the offer and sale of products and services similar to and/or the same as those that Jeni's Ice Creams Scoop Shops sell, and/or using our trademarks;
• (6) be acquired by or acquire (regardless of the form of transaction(s)), any other business, including businesses that operate or allow others to establish and operate businesses similar to, the same, or competitive with Jeni's Ice Creams Scoop Shops, at any location in the world, including in the Protected Territory (and in the event of such an acquisition, we and/or the acquirer and its affiliates will have the right to continue to establish and operate, and authorize others to establish and operate, such businesses, at any location in the world, including in the Development Area);

Source: Item 23 — RECEIPTS (FDD pages 61–192)