Under the Eos Worldwide Franchise Agreement, what section pertains to Termination?

tions occurring during the course of such temporary operation except to the extent that you incur losses due to our gross negligence or willful misconduct. You agree to pay all of our reasonable fees and costs incurred as a consequence of our exercise of our Step-In Rights including wages and personnel costs which are payable on demand out of Franchised Business proceeds. Operation of the Franchise during any such period will be on your behalf; provided, that we only have a duty to utilize commercially reasonable efforts and we will not be liable to you for any debts, losses or obligations incurred by the Franchise or to any of your creditors for any products, materials, supplies or services the Franchise purchases during any period it is managed by our appointed manager. Nothing contained herein shall prevent us from exercising any other right, which we may have under this Agreement, including, without limitation, termination.

17.6 Obligations Upon Termination/Expiration.

Upon any expiration or termination of this Agreement for any reason, you must, at your cost and expense:

• (a) immediately cease to use any of the Confidential Information, the Intellectual Property and the Marks;
• (b) immediately return to us (or destroy upon our request) all of your copies of any materials containing any of the Confidential Information or any materials bearing the Intellectual Property or the Marks and all copies and records of the Lists and Client Data;
• (c) upon our request, cooperate in assigning to us or to a person or entity designated by us any and all vendor agreements or sales or service contracts for the Products or the Services with Clients of your Franchise, which will be automatic at our option as a result of the termination or expiration;
• (d) immediately cease all use of our Marks and Intellectual Property including any of our marketing materials and brochures and stop holding yourself out to the public as associated with us in any way including the removal of all trade dress;
• (e) immediately terminate your access to our Computer Systems, any Required Technology, any E-Commerce activities we designate, and any other applicable EOS systems to which you had access as a franchisee, and immediately remove any Franchise related proprietary software from your computer(s);
• (f) immediately pay us all unpaid fees and pay us, our affiliates, and our approved and designated suppliers and vendors that relates to the operation of the EOS Franchise, all other monies owed thereto; and
• (g) comply with the post-termination covenants set forth in Section 16 hereof and elsewhere in this Agreement, all of which will survive the transfer, termination or expiration of this Agreement and cease any and all contact with Clients, suppliers, vendors, employees or our agents without our prior written consent.

Alternatively, we may elect in our sole discretion, to undertake the obligations set forth in subsections (a)- (f) above and charge you for our costs and expenses incurred therewith. You hereby appoint us as your duly appointed agent and attorney in fact by way of power of attorney with the absolute right (but not the obligation) to perform the acts specified in this Section at your sole cost and expense. The appointment of us as your agent and attorney in fact by way of power of attorney for the purposes set forth herein is declared and acknowledged to be coupled with an interest and is irrevocable. The grant of power of attorney herein shall include full powers of substitution.

17.7 Right to Purchase Assets.

If (i) this Agreement expires or is terminated by either party for any reason whatsoever, (ii) you at any time cease to do business as an EOS Franchise, then we have the right, but not the obligation, to purchase your Franchise, including the then-usable supplies, inventory, and all other assets owned by you in your Franchise and to acquire your lease or other contract rights (hereinafter referred to in this provision as the "Franchise Assets") as determined by us in our sole discretion, at book value (cost less depreciation) without considering any value for goodwill associated with the name "EOS". We will have the right, but not the obligation, to purchase any or all of the Franchise Assets from you for cash within thirty (30) days after the event triggering this second right of first refusal occurs. Nothing in this provision may be construed to prohibit us from enforcing the terms and conditions of this Agreement, including the covenants not to compete contained in Section 16.

18. NOTICES.

All notices, requests, consents and other communications required hereunder shall be in writing and shall be duly given if hand delivered and a signed receipt obtained, sent by registered or certified mail, postage prepaid, return receipt requested, sent by overnight express type service, or sent by electronic mail with confirmed delivery, addressed:

If to us: If to you:

EOS Worldwide Franchising, LLC Attn: Legal Department 2254 Cole Street, Suite 130 Birmingham, MI 48009 e-mail to:legal@eosworldwide.com To the address set forth on the signature page below.

In the alternative, notice shall be sent to such other address as you or we shall specify in a written notice given to the other party. Each such notice shall be deemed delivered (a) on the date delivered, if by personal delivery; (b) on the date delivered, if by overnight express type service; (c) on the date of transmission by e-mail with confirmed delivery; and (d) on the first occurring of (i) three (3) business days after mailing, postage prepaid, or (ii) the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. Any notice provided by e-mail or other electronic method shall be confirmed by one of the delivery methods listed under subsection (a), (b), or (d) although this shall not affect the time notice is deemed given hereunder.

Notwithstanding anything to the contrary contained in this Section 18, any notices Franchisor is required or authorized to deliver to Franchisee in order to advise Franchisee of alleged violations of Franchisee's covenants or other agreements contained in this Agreement (but for the avoidance of doubt, a form of nonelectronic delivery shall accompany any termination notices provided under this Agreement) shall be deemed to have been duly given or served upon Franchisee by Franchisor if provided by e-mail (without any need for non-electronic delivery) to the e-mail address provided on the signature page below;

Source: Item 23 — RECEIPTS (FDD pages 74–246)