What happens if the Ella Cafe franchisee is not in full compliance with the agreement?

righted Works; or (f) violation of any provision of this Agreement concerning the preparation, service, appearance, or quality of ELLA or ELLA COFFEE HOUSE products.

• 14.4. Termination With 30-Day Cure Period. Except as otherwise provided in this Section 13., Franchisor has the right to terminate this Agreement, which termination will become effective upon delivery of written notice of termination, if Franchisee fails to cure any curable default within 30 days after delivery of written notice.
• 14.5. Termination Related to Death or Permanent Incapacity. Franchisor has the right to terminate this Agreement if an approved transfer as required by Section 15 is not effected within the designated time frame following a permanent disability.
• 14.6. Cross-Default. Any default under any agreement between Franchisee or its Affiliates on the one hand and Franchisor or its Affiliates on the other hand, which are not cured within any applicable cure period, will be considered a default under this Agreement and will provide an independent basis for termination of this Agreement.
• 14.7. Additional Remedies. In addition to, or in lieu of, termination of this Agreement, in its sole discretion, Franchisor may require the Coffee House to be closed during any cure period relating to a default based on public health and safety concerns.
• 14.8 Termination by Franchisee. Franchisee may terminate this Agreement only if Ella Coffee House violates a material provision of this Agreement and fails to cure or to make substantial progress toward curing the violation within 30 days after receiving written notice from Franchisee detailing the alleged default. Termination by Franchisee is effective 10 days after Ella Coffee Company receives written notice of termination.
• 14.9 Effect of Termination. Upon termination or expiration of this Agreement, all obligations that by their terms or by reasonable implication survive termination, including those pertaining to non-competition, confidentiality, indemnity, and dispute resolution, will remain in effect, and Franchisee must immediately:
  • (i) pay all amounts owed to Franchisor based on the operation of the Business through the effective date of termination or expiration.
  • (ii) return to Franchisor all copies of the Manual, Confidential Information and any and all other materials provided by Franchisor to Franchisee or created by a third party

• for Franchisee relating to the operation of the Business, and all items containing any Marks, copyrights, and other proprietary items; and delete all Confidential Information and proprietary materials from electronic devices;
• (iii) notify the telephone, internet, email, electronic network, directory, and listing entities of the termination or expiration of Franchisee's right to use any numbers, addresses, domain names, locators, directories and listings associated with any of the Marks, and authorize their transfer to Franchisor or any new franchisee as may be directed by Franchisor, and Franchisee hereby irrevocably appoints Franchisor, with full power of substitution, as its true and lawful attorney-in-fact, which appointment is coupled with an interest; to execute such directions and authorizations as may be necessary or appropriate to accomplish the foregoing; and
• (iv) cease doing business under any of the Marks.
• 14.10 Remove Identification. Within 30 days after termination or expiration, Franchisee shall at its own expense "de-identify" the Location so that it no longer contains the Marks, signage, or any trade dress of an Ella Coffee House business, to the reasonable satisfaction of Franchisor. Franchisee shall comply with any reasonable instructions and procedures of Franchisor for deidentification. If Franchisee fails to do so within 30 days after this Agreement expires or is terminated, Franchisor may enter the Location to remove the Marks and de-identify the Location. In this event, Franchisor will not be charged with trespass nor be accountable or required to pay for any assets removed or altered, or for any damage caused by Franchisor.
• 14.11 Unfair Competition. If Franchisee operates any other business, Franchisee shall not use any reproduction, counterfeit, copy or colorable imitation of the Marks, either in connection with such other business or the promotion thereof, that is likely to cause confusion, mistake or deception, or that is likely to dilute Franchisor's rights in the Marks. Franchisee shall not utilize any designation of origin, description or representation that falsely suggests or represents an association or connection with Franchisor. This Section 14 is not intended as an approval of Franchisee's right to operate other businesses and in no way is it intended to contradict other sections of this Agreement. Franchisee shall make such modifications or alterations to the Coffee House (including changing telephone numbers) immediately upon termination or expiration of this Agreement as may be necessary to prevent any association between Franchisor or the System and any business subsequently operated by Franchisee or others at the Coffee House. Franchisee shall make such specific additional changes to the Coffee House as Franchisor may reasonably request for that purpose including, without limitation, removal of all physical and structural features identifying or distinctive to the System. If Franchisee fails or refuses to comply with the requirements of this Section 14, Franchisor has the right to enter upon the Coffee House for the purpose of making or causing to be made such changes as may be required, at the expense of Franchisee, which expense Franchisee shall pay upon demand.
• 14.12 Liquidated Damages. If Franchisor terminates this Agreement based upon Franchisee's default (or if Franchisee purports to terminate this Agreement except as permitted under Section 14.8), then within 10 days thereafter Franchisee shall pay to Franchisor a lump sum (as liquidated damages and not as a penalty) calculated as follows: (a) the average Royalty Fees and Brand Marketing Fee Contributions that Franchisee owed to Franchisor under this Agreement for the 52 week period preceding the effective date of termination; multiplied by (y) the lesser of (1) two years or (2) the number of weeks remaining in the then-current term of this Agreement. If

Franchisee had not operated the Business for at least 52 weeks, then (x) will equal the average Royalty Fees and Brand Marketing Fee Contributions that Franchisee owed to Franchisor during the period that Franchisee operated the Business. Franchisee acknowledges that a precise calculation of the full extent of Franchisor' damages under these circumstances is difficult to determine and the method of calculation of such damages as set forth in this Section is reasonable.

Source: Item 22 — CONTRACTS (FDD page 50)