RECITALS

• A. The Franchisor, as a result of a significant expenditure of time, skill, effort, and money, has developed and owns a proprietary system ("System") for the business of renting vehicles ("[Hertz / Dollar / Thrifty] Business") and has the exclusive right to grant franchises to use the System to operate [Hertz / Dollar / Thrifty] Businesses;
• B. Franchisor and Franchisee have executed a [Hertz System, Inc. / Dollar Rent A Car, Inc. / Thrifty Rent-A-Car System, LLC] Franchise Agreement (the "Franchise Agreement") granting Franchisee the right to conduct and operate a [Hertz / Dollar / Thrifty] Business in the Territories and at the Locations set forth on Attachment A of the Franchise Agreement;
• C. Recipient, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must agree therefore to be bound by the confidentiality obligations contained herein; and
• D. The Franchisor is willing to have Franchisee disclose such Confidential Information to Recipient, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of Franchisee's providing such Confidential Information to Recipient, the parties agree as follows:

1. For purposes of this Agreement, "Confidential Information" means any and all information, knowledge, or know-how (including, but not limited to, data, reports, analyses, compilations, studies, customer information, financial information, marketing, ideas, concepts, business plans, proposals, operating manuals, bulletins, records and other materials) relating to the Franchisor (and its affiliates), Franchisee, the System, and the [Hertz / Dollar / Thrifty] Business which may be communicated to Recipient prior to, on, or after the Effective Date of this Agreement, whether communicated in writing, orally, electronically, by inspection, or by sample, exhibit, demonstration, or by other means. The foregoing list of Confidential Information is illustrative only and does not necessarily include all matters considered confidential by the Franchisor.

10. RESERVATIONS SYSTEM

10.1. Participation in the Reservations System. You shall participate in and promote any Reservations System that is now maintained or may hereafter be established or designated by Us. Such Reservations System may, at Our option, be combined with reservations systems which service vehicle rental, leasing and sales systems other than the Franchised System (including vehicle rental, leasing and sales systems owned or operated by Our Affiliates) or may otherwise service vehicle rental, leasing and sales systems other than the Franchised System. You shall comply with all of the terms, conditions and procedures of the Reservations System, shall accept and service all reservations received through the Reservations System, regardless of the medium by which the reservation is received (e.g. telephone, central Reservations System, global reservation systems, Internet, or other collection or reservation systems) and shall pay to Us or Our designee the fees and other charges imposed by Us, and/or due under the Reservations System. In addition, You shall accept and servi

12.24. Programs. You shall subscribe to, fully and completely participate in, and comply with any and all operating programs, customer satisfaction programs, account programs, coupon programs, marketing and sales programs, experimental or test programs, and such other programs that We may from time to time prescribe in the Operations Guide or otherwise in writing, including, but not limited to any (i) one-way rental program, (ii) frequent renter, loyalty and/or rewards program(s), (iii) Corporate Rate Programs (as defined in and in accordance with and subject to Section 12.26 below); and (iv) any programs involving a Car Sales Business, Vehicle Leasing Business or Car Self-Service/Sharing Business in which we require you to participate as contemplated by Section 3.2, as all such programs and additional programs may be modified, replaced or instituted by Us from time to time and as may be specifically identified in Attachment A hereto (together with all programs, campaigns, and activities described in Section 12.23 above, the "Programs"). The Programs may include participation by Vehicle Rental Businesses owned, operated, franchised, or licensed by Our Affiliate(s) which are identified by trademarks, trade names, service marks, logos, emblems, and other indicia and origin different and distinct from the Proprietary Marks, including Vehicle Rental Businesses that may compete with Your Business. You agree to fully and completely participate in, support and service the Programs, and to incur the expenses, if any, of doing so, in accordance with the relevant provisions of the Programs, as required by Us, regardless of whether all other System franchisees are also required to participate in, support and service the Programs. If all other System franchisees are also required to participate in, support and service a Program, then the expenses incurred by You will be on the same basis as other System franchisees. You understand and agree that You may be required to enter into participation or other agreements, which shall contain such terms and conditions as We shall determine to be appropriate, to evidence Your participation in such Programs.

• 12.13. Referral of Customers.

If You are unable to rent or lease under the System any product or service desired by an actual or prospective customer (including as a result of vehicle or model availability, vehicle rental rate, vehicle pick-up location or other customer preference), (i) You shall use all reasonable efforts to refer that customer to another Franchised Business, or to a Car Sales Business, Vehicle Leasing Business, Car Self-Service/Sharing Business or Truck Rental Business operated under the Marks, which rents or leases the desired product or service, and (ii) We, in Our sole discretion, may refer that customer to another (x) Franchised Business, or to a Car Sales Business, Vehicle Leasing Business, or Car Self-Service/Sharing Business operated under the Marks, or (y) Affiliate Branded Business, or to a Car Sales Business, Vehicle Leasing Business, or Car Self-Service/Sharing Business of Ours, Our Affiliates or a franchisee of Ours or Our Affiliates operated under any mark used by Us or Our Affiliates other than the Marks.

• 12.14. Trade Name and Service Marks.

You shall operate Your Franchised Business only using the Trade Names or under other Marks that We may authorize and specify from time to time.

You shall not use the Marks as part of any legal entity name.

Prior to applying or filing for any fictitious or "doing-business-as" name, You shall notify Franchisor and comply with any instructions of Franchisor relating thereto, including with respect to the addition of words before or after the Marks that reflect Your name, geographic location or other information.

The Marks shall not be used in association with any business, product or service not specifically authorized by this Franchise Agreement.

• 12.15. Domain Names.

You shall not register or assist others in registering the Marks or variations thereof, or any name or mark in which We have an interest, with any domain name registrar that has the authority or ability to allocate or assign Internet domain names on either the international, national, regional or local levels.

Source: Item 23 — RECEIPTS (FDD pages 102–301)