What are the 'required operating processes and procedures' that are part of the Dryer Vent Squad's System?

rating Territory; (c) comprising each of the operating territories, respectively, of other Dryer Vent Squad Businesses that are in operation

or under development during all or any part of the Restricted Period; provided, however, that if a court of competent jurisdiction determines that the foregoing Restricted Territory is too broad to be enforceable, then the "Restricted Territory" means the geographic area within Franchisee's Operating Territory plus a 25 mile radius surrounding Franchisee's Operating Territory.

"Spouse" refers to and means, as of the Effective Date, the legal spouse of an Owner.

"System" refers to and means our system for the development, establishment and operation of Dryer Vent Squad Businesses including, but not limited to: (a) the Approved Services and Products, System Supplies, and services, procedures and systems that are designated by us, whether presently or in the future, for use in connection with the development, establishment, marketing, promotion and operation of a Dryer Vent Squad Business; (b) the Licensed Marks; (c) the Trade Dress; (d) Copyrights; (e) other trade names, service marks, signs, and logos, copyrights and trade dress that is designated by us, whether presently or in the future, for use in connection with the development, establishment, marketing, promotion and operation of a Dryer Vent Squad Business; (f) Operations Manual; (g) Business Management System Data; (h) Know-How; (i) Confidential Information; and (j) Digital Media. All determinations as to the system including components to the system and modifications and replacements thereto shall be determined by us in our Reasonable Business Judgment.

"System Supplies" refers to and means the equipment and supplies designated by us as required for use in connection with Franchisee's Dryer Vent Squad Business and the Approved Services and Products. Without limitation to the foregoing, the System Supplies shall include Dryer Vent Squad branded, nonbranded and third-party branded equipment and supplies designated by us for use in the day-to-day operations of Franchisee's Dryer Vent Squad Business including, among other things: commercial vacuums, vent cleaning tools, appliance moving tools, testing equipment, drills, miscellaneous hand tools, Customer Vouchers, installation kits, uniforms, and other products designated by us in the Operations Manual and/or otherwise in writing, and as may be modified and supplemented by us from time to time in our Reasonable Business Judgment. System Supplies shall further include those products that we authorize for sale to customers of Franchisee's Dryer Vent Squad Business.

"System Website" refers to and means the web page and pages located on the world wide web at the www.DryerVentSquad.com domain and shall further include all webpages and subdomains including, those that are franchisee and/or geography specific, that are a part of www.DryerVentSquad.com, or as designated by Franchisor being associated with the URL of www.DryerVentSquad.com and/or Dryer Vent Squad Businesses.

"Trade Dress" refers to and means the Dryer Vent Squad Business designs, images, marketing materials, packaging, branding and/or branding images which we authorize and require Franchisee to use in connection with the operation of the Franchised Business and as may be revised and further developed by us from time-to-time.

"Transfer" refers to and means and shall include, without limitation, the following, whether voluntary or involuntary, conditional or unconditional, and/or direct or indirect: (a) an assignment, sale, gift, transfer, pledge or sub-franchise; (b) the grant of a mortgage, charge, lien or security interest, including, without limitation, the grant of a collateral assignment; (c) a merger, consolidation, exchange of shares or other ownership interests, issuance of additional ownership interests or securities representing or potentially representing ownership interests, or redemption of ownership interests; and/or (d) a sale or exchange of voting interests or securities convertible to voting interests, or an agreement granting the right to exercise or control the exercise of the voting rights of any holder of ownership interests or to control the operations or affairs of Franchisee.

3. Additional Acknowledgments by You.

In addition to the representations and acknowledgments contained in the Recitals and Representations, above, and incorporated into this Agreement, you acknowledge and represent that:

• (a) as of the Effective Date you are an Owner;
• (b) that you are signing this Agreement in your individual capacity and that you are bound to the terms and conditions of this Agreement and irrespective of any change in your status as an Owner;
• (c) in your capacity as an Owner of Franchisee that you have and will be gaining access to, among other things, the System and Intellectual Property;
• (d) you acknowledge that all of the components and aspects of the System and Intellectual Property (both individually and as they relate to one another collectively) are critical to our success as the franchisor of the System and to the overall System;
• (e) you acknowledge that we need to protect the System and Intellectual property and that to do so we require that you, in your individual capacity, to agree to the brand protection, noncompetition and other covenants and restrictions contained in this Agreement and that you personally guarantee the financial and other obligations of Franchisee to us; and
• (f) you acknowledge that the terms of this Agreement are fair and reasonable and that you have elected, based on your own decision, to enter into this Agreement to induce us to enter into the Franchise Agreement with Franchisee.

4. Intellectual Property, Brand Protection and Non-Competition Covenants and Restrictions.

• (a) Know-How. You agree that: (i) you will not use the Know-How in any business or capacity other than the Franchised Business; (ii) you will maintain the confidentiality of the Know-How at all times; (iii) you will not make unauthorized copies of documents containing any Know-How;

Source: Item 23 — RECEIPTS (FDD pages 51–207)