On what does the success of the Epcon Communities Development System depend?

hereto cannot mutually agree on a Market Area within eighteen (18) months of the Effective Date, then this Initial Market Area and the Franchise Agreement shall automatically terminate and Franchisor and Franchisee shall release each other of any future obligations under this Initial Market Area Agreement and the Franchise Agreement, whether monetary or otherwise, except for those provisions that specifically survive termination.

The Initial Market Area for this Initial Market Area Agreement shall be as depicted on the map attached hereto as Exhibit "A" and incorporated herein for all purposes.

• 1. Franchisor, having granted to Franchisee a license to use the Development System pursuant to the terms and conditions of the Franchise Agreement, desires to further protect its materials, reputation, and goodwill and to geographically limit use by Franchisee of the Development System in an ordered and controlled manner. Franchisee agrees that such restrictions are essential to the success of the Project and the projects of other franchisees and licensees of Franchisor.
• 1. Franchisee agrees to fully implement the Development System only within the Initial Market Area depicted on Exhibit "A". Franchisee agrees that Franchisor's review and expressed opinion about any Project location proposed by Franchisee is only Franchisor's opinion respecting how the site meets Franchisor's criteria for locations for Epcon Communities Projects and is based upon Franchisor's limited information about Franchisee's Initial Market Area. It does not constitute a representation, warranty, or an acknowledgment by Franchisor or any employee or agent of Franchisor that an Epcon Communities Project at the proposed location will be successful.
• 1. Franchisee shall make all payments specified in the Franchise Agreement to Franchisor.
• 1. Franchisee shall not use or allow to be used the Development System anywhere except at the agreed location within the Initial Market Area specified in this Initial Market Area Agreement executed by and between Franchisor and Franchisee. Franchisee agrees that any unauthorized and unacknowledged use would be in violation of the terms of this Initial Market Area Agreement and of the Franchise Agreement and further agrees that any such breach shall afford to Franchisor each of the rights and remedies set forth in the Franchise Agreement.
• 1. Except as otherwise provided for in this Initial Market Area Agreement, during the term of the Franchise Agreement, Franchisee shall have certain limited exclusivity rights (the "Limited Rights") to the Initial Market Area depicted on Exhibit "A" pursuant to the terms and conditions set forth below in this Section 7. While such Limited Rights are in effect, Franchisor agrees to grant to no other licensee or franchisee the right to commence construction (nor to itself commence construction) of a Project utilizing the Development System within the Initial Market Area depicted on Exhibit "A". The parties agree that

this grant of certain limited exclusivity rights is contractual only, and is neither intended nor shall be interpreted to transfer any of Franchisor's exclusive rights under United States copyright law to anyone, including Franchisee.

Source: Item 23 — RECEIPTS (FDD pages 86–280)