Are the terms and covenants in the Dermani Medspa Franchise Agreement considered reasonably necessary?

wners shall immediately notify us in writing of the occurrence of any event or the development of any circumstance that might render any of the foregoing representations and warranties false, inaccurate, or misleading.

• 14.3. Receipt of Documents. You acknowledge that you received a copy of this Agreement, the exhibits hereto, and agreements relating hereto, if any, with all of the blank lines therein filled in, at least seven (7) days before the date when this Agreement was signed, and with sufficient time to review the Agreement with advisors of your choosing. You further acknowledge that you received our Franchise Disclosure Document required by the Federal Trade Commission's Franchise Rule at least fourteen (14) days before the date this Agreement was signed.
• 14.4. Personal Obligations of Owners. The Owners acknowledge that, by signing this Agreement or the Guaranty and Assumption of Obligations attached as Exhibit B, they are binding themselves as individuals to all of the terms and conditions of this Agreement.
• 14.5. System Standards. Although we retain the right to establish and periodically modify System Standards which you have agreed to maintain in the operation of this developer business and the Franchised Businesses developed or operated pursuant to this Agreement, you retain the right and sole responsibility for the day to day management and operation of this developer business and the Franchised Businesses and the implementation and maintenance of System Standards at the Franchised Businesses and dermani MEDSPA®s.
• 14.6. Reasonable Business Judgment. Whenever we reserve discretion in a particular area or where we agree or are required to exercise our rights reasonably or in good faith, we will satisfy our obligations if we exercise "reasonable business judgment" in making our decision or exercising our rights. A decision or action by us will be deemed to be the result of "reasonable business

judgment," even if other reasonable or even arguably preferable alternatives are available, if our decision or action is intended to promote or benefit the System generally even if the decision or action also promotes a financial or other individual interest of ours. Examples of items that will promote or benefit the System include enhancing the value of the Marks, improving customer service and satisfaction, improving product and service quality, improving uniformity, enhancing or encouraging modernization, and improving the competitive position of the System. Neither you nor any third party (including a trier of fact) will substitute judgment for our reasonable business judgment.

• 14.7. Other Offers. You acknowledge and agree that we may modify the offer of area development rights to other developers in any manner and at any time, which offers and agreements have or may have terms, conditions, and obligations that may differ from the terms, conditions, and obligations in this Agreement.
• 14.8. No Conflicting Obligations. Each party represents and warrants to the others that there are no other agreements, court orders, or any other legal obligations that would preclude or in any manner restrict such party from: (a) negotiating and entering into this Agreement; (b) exercising its rights under this Agreement; and/or (c) fulfilling its responsibilities under this Agreement.

The parties, intending to be legally bound, have entered into this Agreement on the date first written above.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and delivered this Agreement in duplicate on the day and year first above written.

Source: Item 23 — RECEIPTS (FDD pages 66–311)