r of the Term of this Agreement); and

• c. all costs and expenses, including attorneys' fees, incurred in connection with the termination, collection of the termination fee and/or damages, and audit fees and expenses.

• 15.4 Withholding of Performance. Degree Wellness will perform its obligations under this Agreement if you are in full compliance with all or your duties and obligations to Degree Wellness under this Agreement and the Operations Manual (including any documents incorporated therein). If you are not in such compliance, we may, in our sole judgment, do any or all of the following until you fully correct the breach or default or Degree Wellness terminates this Agreement:

  • a. deny you access to the Degree Wellness website or Intranet;

• b. remove your Franchised Business from the Franchised Business locator page and/or remove your interior pages, on the Degree Wellness Website;

• c. remove your Franchised Business from the list of Franchised Businesses to which inquiries are referred;

• d. remove your Franchised Business from the list of Franchised Businesses that are entitled to Degree Wellness-related discounts from approved vendors; and/or

• e. remove your Franchised Business from the list of Franchised Businesses that are approved to participate in national or other alliance programs.

Degree Wellness may take any or all of these actions in addition to or instead of giving you notice of default and/or termination under this Agreement. You acknowledge and agree that Degree Wellness's withholding of performance services in accordance with this Section 15.4 will not constitute a breach of this Agreement and/or a defense to the enforcement by us of any provision of this Agreement, including the right to receive payment of Continuing Franchise Fees as provided in Section 6.2. You also acknowledge and agree that, should we choose to withhold performance rather than terminate this Agreement, Degree Wellness's failure to exercise its right to terminate this Agreement will in no way constitute a waiver of its subsequent right to terminate this Agreement for the specified default or for any other default or to exercise any other remedies available to us under this Agreement, at law, or in equity.

16. RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISE OWNER UPON TERMINATION OR EXPIRATION OF THE FRANCHISE.

• 16.1 Payment of Amounts Owed to Degree Wellness. You agree to pay us within five (5) days after the effective date of termination or expiration of the Franchise, or any later date that the amounts due to us are determined, all amounts owed to us or our affiliates which are then unpaid including, without limitation, any unpaid Initial Franchise Fee, any unpaid Continuing Franchise Fees, and any termination fee, damages, costs or expenses owed by you pursuant to Section 15.3, together with any audit costs and expenses owed by you pursuant to Section 13.2.
• 16.2 Marks. Use of the Marks and Copyrightable Works after the termination or expiration of the Studio Franchise will constitute the unlawful use of our intellectual property rights, which include trademarks and service marks. You agree that after the termination or expiration of the Franchise you will:
• a. not directly or indirectly at any time identify any business with which you are associated as a current or former Degree Wellness franchise or franchisee;
• b. not use any Mark, any colorable imitation of any Mark, or any Copyrightable Works in any manner or for any purpose, or use for any purpose any trademark or other commercial symbol that suggests or indicates an association with us;
• c.

Source: Item 23 — Receipts (FDD pages 66–257)