be at Franchisee's sole cost and expense, and Franchisor shall have the right to charge Franchisee a relocation fee equal to One Thousand Dollars ($1,000) plus any expenses Franchisor incurs in facilitating the relocation. The option for renewal of the rights granted to Franchisee in this Agreement is described in Section 15 below.

• 2.02 Protected Territory. During the Term, Franchisor will not operate (directly or through an Affiliate), nor grant to another Person the right to operate, any Face Foundrié Facial Bar located within the geographical area set forth on Exhibit A hereto (the "Protected Territory"). Notwithstanding the foregoing, Franchisor has the right to operate (directly or through an Affiliate), and to grant to others the right to operate, within the Protected Territory and elsewhere: (a) Face Foundrié Facial Bars or other businesses using any part or all of the System and/or Marks that are operating as of the Effective Date; and (b) businesses that Franchisor or its Affiliates purchase (or as to which Franchisor or its Affiliates purchases the rights as franchisor) that are part of another franchise system or chain and either continue to operate them independently or convert them to Face Foundrié Facial Bars.
• 2.03 Reservation of Rights. Notwithstanding anything to the contrary set forth herein, Franchisor retains the right, in its sole discretion, to:
• (a) establish and operate, and grant to other franchisees or licensees the right to establish and operate, a Face Foundrié Facial Bar or any other business using the Marks, the System or any variation of the Marks and the System, (i) in any location outside the Protected Territory or (ii) as contemplated by Section 2.02 above; in each case on any terms and conditions that Franchisor deems appropriate;
• (b) develop, use and franchise anywhere (including within the Protected Territory) the rights to any trade names, trademarks, service marks, commercial symbols, logos, emblems, signs, slogans, insignia, patents or copyrights not designated by Franchisor as Marks, for use with similar or different franchise systems for the sale of similar or different products or services than those constituting a part of the System, without granting Franchisee any rights therein;
• (c) own, operate, franchise or license anywhere businesses offering products and services of any other type whatsoever operating under marks other than the Marks; and

(d) offer, distribute, sell and provide products or services identified by the Marks or other trademarks, service marks, commercial symbols or emblems to customers located in the Protected Territory through any distribution channel or method, including through the Internet or worldwide web (or any other existing or future form of electronic commerce), through smart phone or other digital applications, mail order or catalogs, through telemarketing or other direct marketing, through mass merchandise, convenience stores, supermarkets, grocery stores, convenience stores, and club stores; provided, however, that any such sales will not be made from a Face Foundrié Facial Bar located in the Protected Territory.

3. DEVELOPMENT OF THE FACIAL BAR.

• 3.01 Site Selection. Franchisee acknowledges that, other than providing its criteria for site approval for the Facial Bar, Franchisor provides no site-selection assistance. To that end, Franchisor will not visit the search area and Franchisee will be responsible to identify, and ultimately acquire, an appropriate site, acceptable to Franchisor, for the Facial Bar's operation. As Franchisee identifies prospective sites, it will notify Franchisor, and Franchisor will review criteria about the prospective sites that Franchisor deems appropriate. Franchisee will assist Franchisor by providing Franchisor any information Franchisor requests about any prospective sites. If Franchisor has not approved a site within thirty (30) days after Franchisee provides Franchisor with all information Franchisor requested about the site, the site shall be deemed disapproved. Franchisee acknowledges and agrees Franchisor will not be responsible for Franchisee's results in operating at any particular site that Franchisor may have recommended, reviewed, or approved. Following Franchisor's approval of a site and after Franchisee secures the site, Franchisor will complete Exhibit A to this Agreement, indicating the approved location for the Facial Bar and the Protected Territory. Franchisee hereby authorizes Franchisor to define in Exhibit A the Protected Territory upon Franchisor's approval of a site.

Source: Item 22 — CONTRACTS (FDD pages 73–74)