What is the purpose of the Marketing, Creative & Technology Fund for Dog Haus?

less it is established that a third party claim asserted against Franchisee is based directly upon Franchisee's misuse of the Dog Haus Marks or the Dog Haus System, Franchisor agrees to defend Franchisee against the third party claim and indemnify Franchisee for any losses resulting therefore, provided Franchisee has notified Franchisor as soon as practical after learning of the claim and fully cooperates in the defense of the action. Because Franchisor will defend the third party claim, Franchisee is not entitled to be reimbursed for legal or other professional fees or costs paid to independent legal counsel or others in connection with the matter.

10. MARKETING.

To protect the Dog Haus System, the Dog Haus Marks, the Dog Haus Trade Secrets and the goodwill associated with the same:

• 10.1 Marketing, Creative & Technology Fund. The Marketing, Creative & Technology Fund shall be administered by Franchisor and shall be used to meet the costs of conducting marketing and promotional activities. Franchisor retains sole discretion over all marketing and public relations programs and activities financed by the Marketing, Creative & Technology Fund, including the creative concepts, materials and endorsements used and the geographic market, media placement and allocation.
• 10.1.1 The Marketing, Creative & Technology Fund may be used to pay the costs of preparing and producing associated materials and programs as Franchisor determines, including video, audio and written marketing materials employing marketing agencies, sponsorship of sporting, charitable or similar events, administering regional and multi-regional marketing programs including purchasing direct mail and other media marketing, and employing marketing agencies to assist with marketing efforts, supporting public relations, market research and other marketing and promotional activities, campaigns, test marketing, marketing surveys, public relations activities, website design and development/operation for portal, Internet, Intranet and URL services, social media, technology programs, electronic application design and development, and for 800 or similar numbers. All expenditures are at the sole discretion of Franchisor. Franchisor may spend in any year more or less than the total contributions to the Marketing, Creative & Technology Fund in that year. Franchisor may borrow from Franchisor or other lenders on behalf of the Marketing, Creative & Technology Fund to cover deficits of the Marketing, Creative & Technology Fund or cause the Marketing, Creative & Technology Fund to invest any surplus for future use by the Marketing, Creative & Technology Fund. Upon request, Franchisor will prepare an annual accounting of the Marketing, Creative & Technology Fund and will distribute it to Dog Haus Franchisees, once a year, that will state the total amount of money collected and spent by the Marketing, Creative & Technology Fund during the previous year and list, by general category, the manner in which Franchisor spent the money. The report will not be separately audited but will be examined as part of the overall annual audit of Franchisor's books.
• 10.1.2 Franchisee acknowledges that the Marketing, Creative & Technology Fund is intended to maximize general public recognition of and the acceptance of the Dog Haus brand for the benefit of the Dog Haus

System as a whole. Franchisor undertakes no obligation, in administering the Marketing, Creative & Technology Fund, to make expenditures in Franchisee's Protected Area or for Franchisee that are equivalent or proportionate to its contribution, or to ensure that any particular Franchisee benefits directly or pro rata from marketing or promotion conducted with the Marketing, Creative & Technology Fund.

• 10.1.3 Franchisor will maintain the Marketing, Creative & Technology Fund in an account separate from Franchisor's other monies, and will not use it to defray any of Franchisor's expenses, except for reasonable administrative and marketing wages and costs and overhead which Franchisor may incur in activities related to administering the Marketing, Creative & Technology Fund and marketing programs for Franchisor's franchisees. Franchisor's printed materials and Website may also contain references stating that "Franchises Are Available" and/or that "Each Dog Haus Franchise Is Independently Owned and Operated" to promote the sale of franchises for Dog Haus Restaurants. With this exception, no portion of the Marketing, Creative & Technology Fund will be used to solicit or to sell Dog Haus franchises to prospective franchisees. The Marketing, Creative & Technology Fund is not and will not be an asset of Franchisor.

Source: Item 22 — CONTRACTS (FDD page 87)