Can Cream use other channels of distribution or competitive brands that they control within my Development Area?

ain sales volume, market penetration, or other contingency.

Franchise Agreement

You will not receive an exclusive territory under the Franchise Agreement. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. However, as long as you are in compliance with your Franchise Agreement and all other agreements with us and our affiliates, and subject to the exclusions and limitations described below, neither we nor any of our affiliates will establish or operate or authorize any other person to establish or operate a Jeni's Ice Creams Scoop Shop in the geographic area designated in your Franchise Agreement (your "Protected Territory").

If you have not selected a site for your Shop as of the effective date of the Franchise Agreement, we will identify the Protected Territory once you sign your approved Lease. If a Protected Territory is not designated in your Franchise Agreement, or until such time that one is, you have not been awarded any Protected Territory. If we identify a site selection area in your Franchise Agreement, that area is strictly to limit your site selection activities. You will receive no territorial protection of any kind in the site selection area, or any other geographic area, other than your Protected Territory.

Other than your Protected Territory, if any, you have no territorial protection and we and our affiliates retain all rights to conduct business activities of any kind in any location, including the right to:

• (1) establish and operate, and allow others to establish and operate, other Jeni's Ice Creams Scoop Shops using the Marks and the System, at any location outside the Protected Territory, 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 Marks, anywhere in the world, including in the Protected Territory;

• (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 Digital Presence), wherever located or operating, including in your Protected Territory, 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 Marks, 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 Marks and/or 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 Shop, 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 Protected Territory;

• (5) conduct marketing, advertising, and/or other promotional activities, events, and campaigns, at any location in the world, including in the Protected Territory, 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 the Marks;

• (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 Protected Territory); and

• (7) engage in all other activities not expressly prohibited by the Franchise Agreement, at any location in the world, including in the Protected Territory.

Source: Item 12 — TERRITORY (FDD pages 35–39)