What rights does the Developer acquire regarding Ella Cafe?

Developer has acquired the right from Ella Coffee Company, LLC ("Franchisor") to develop Coffee Houses using Franchisor's trade names, trademarks, and service marks, including the service mark "Ella Café" ("Marks") and the system developed by Franchisor and/or its affiliates to develop Coffee Houses ("System"), as they may be changed, improved, and further developed from time to time in Franchisor's sole discretion.

• 1.2. Development Area. As long as Developer is in full compliance with this Agreement and any other agreement between Developer and/or its Affiliates and Franchisor and/or its Affiliates, then except as otherwise expressly provided in this Agreement (including Section 1.3. of this Agreement), neither Franchisor nor any Affiliate of Franchisor will establish, or authorize any person or entity other than Developer to establish, a Coffee House that is the same model as those developed by the Developer in the Development Area during the Term of this Agreement.
• Retained Rights. The rights granted to Developer under this Agreement are nonexclusive, 1.3. and Franchisor and its Affiliates have and retain all rights within and outside the Development Area, except those expressly granted to Developer in this Agreement. Accordingly, Franchisor, its Affiliates, and any other authorized person or entity will have the right, among others, operate, and license others to (a) operate or license others to operate an Coffee House that is different model than the one operated by you at any location whether inside or outside of the Development Area and in any Reserved Area whether located inside or outside the Development Area (b) to operate, and license others to operate, Coffee Houses at any location outside the Development Area and in any Reserved Area (whether located inside or outside the Development Area), including Coffee Houses that are adjacent to or surrounded by the Development Area, (c) to advertise and promote the System in the Development Area, (d) to operate, and license others to operate, Coffee House at any locations in any Reserved Area, including Reserved Areas that are in the Development Area, (e) to engage, directly or indirectly, at wholesale, retail, or otherwise, in the production, distribution, license, and sale of any and all food, beverages, or other services and products, under the Marks or under other names or marks through any method of distribution, other than a Ella Café Coffee House, regardless of the competitive impact, and including, but not limited to, from vending machines and kiosks, food trucks, grocery stores, and other food retailers and through mail order catalogs and the Internet, regardless of the proximity to, or the competitive impact on, coffee houses developed by Developer in the Development Area.

Developer acknowledges that Developer has conducted an independent investigation of the Franchisor's franchise opportunity and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent on Developer's abilities and efforts.

Source: Item 23 — RECEIPTS (FDD pages 50–181)