How should a Fitstop franchisee promote and provide services?

our Franchised Business during the term hereof.

• 1.5 The Parties and any third party body which the Parties may call upon to interpret this Agreement shall interpret the provisions of this Agreement to give effect to the intent of this Agreement to strictly adhere to and act in conformity with the System, as it now exists and as we may modify them from time to time via the Manuals or other prior written notice.

Section 2: Franchise Award; Premises and Designated Territory

©2024 Fitstop USA, Inc. 2.1 Franchise Award; Approved Premises. We award you the right, and you undertake and accept the obligation, to independently own and operate the Franchised Business from the location you propose, we approve and you secure in accordance with the terms of this Agreement (the "Premises"). You

acknowledge that the rights granted in this Agreement only award you the right to: (i) operate the Franchised Business in accordance with our System standards and specifications from the specific Premises that we approve in writing; and (ii) market, advertise and promote the Franchised Business within the geographical area we designate in Schedule 2 to this Agreement (your "Designated Territory"). The Premises, once approved by us and secured by you, will be set forth in the Data Sheet attached as Schedule 1 to this Agreement (the "Data Sheet").

• 2.2 Territorial Rights within Designated Territory; Related Rights and Limitations. During the term of this Agreement, we will not open or operate, or license any third party the right to open or operate, another System Business under the Proprietary Marks from a physical location within the Designated Territory. The territorial rights in this Section 2.2 shall be subject to our reserved rights detailed below in this Section. You may accept business and inquiries from prospective and existing members and customers (each, a "Member") via your Franchised Business, provided you: (i) only provide the Approved Services and Approved Products at and from the Premises, unless we agree otherwise in a separately-signed agreement; and (ii) do not market the Franchised Business or otherwise solicit any potential customers or members outside of your Designated Territory.
• 2.3 Reservation of Rights. Notwithstanding anything contained in this Agreement, we and/or our affiliates hereby reserve the exclusive right to: (i) establish and operate, and license any third party the right to establish and operate, other System Businesses using the Proprietary Marks at any location outside of the Designated Territory; (ii) market, offer and sell products and services that are similar to the products and services offered by the Franchised Business under a different trademark or trademarks at any location, within or outside the Designated Territory; (iii) use the Proprietary Marks and System, other such marks we may designate, to distribute the Approved Products in any alternative channel of distribution, within or outside the Designated Territory (including the Internet, mail order, catalog sales, toll-free numbers, wholesale stores, etc.); (iv) to acquire, merge with, or otherwise affiliate with, and after that own and operate, and franchise or license others to own and operate, any business of any kind, including, without limitation, any business that offers products or services the same as or similar to the Approved Products and/or Approved Services (but under different marks), within or outside the Designated Territory; (v) use the Proprietary Marks and System, and license others to use the Proprietary Marks and System, to engage in any other activities not expressly prohibited in this Agreement and; and (vi) own and operate, or license third parties the right to own or operate, a System Business from a premises that is located within a "Non-Traditional Venue" that is any captive venue or comparable location, including without limitation, academic institutions, military bases, hotels and/or other resorts, "big box" gyms, corporate office buildings and/or complexes, sports arenas and stadia, train stations, casinos and/or other comparable venues, both within or outside the Designated Territory.
• 2.4 No Additional Franchises and/or Franchise Rights. Unless we agree otherwise in a form of addendum to this Agreement, you are not entitled to any right or option to develop any additional Franchises at any location other than the Franchised Business. During the Term, you may, by written notice to us request our approval for you to open one or more additional franchises in your Designated Territory, but we are under no obligation to award you the same.
• 2.5 Initial Term. The term of this Agreement shall begin on the date that the Parties fully execute this Agreement (the "Effective Date") and continue for a period of 10 years thereafter (the "Term"), unless terminated by us at an earlier date in accordance with the terms of this Agreement.

2.6 Initial Franchise Fee. You must pay us an initial franchise fee amounting to $50,000 (the "Initial Franchise Fee") immediately upon execution of this Agreement, which is deemed full earned by us and non-refundable upon payment.

Section 3: Proprietary Marks and System Intellectual Property

• 3.1 We have a license to use, and license System Business owners the right to use, the Proprietary Marks and other intellectual property associated with our Franchise System (collectively, the "Marks and IP").
• 3.2 You agree that you must use our Marks and IP strictly in compliance with this Agreement, Franchise System and Manual (s), as we may update, supplement and/or otherwise modify in writing as we determine appropriate from time to time.
  • 3.3 You shall take no action which will interfere with any of our Marks and IP.
• 3.4 You shall not make an application for registration or other protection of any of our Marks and IP, and/or any item or items similar thereto, without our prior written consent.
• 3.5 You shall not contest our ownership of, nor the legal validity of any Mark and/or IP we determine to license or otherwise associate with the Franchise System and provide you with access to under the Agreement at any time during the Term hereof;
• 3.6 You shall immediately notify us of any claim of infringement resulting from any use of the Marks and IP. We have sole discretion as to what action to take, if any, regarding such matters. If we elect to take legal or administrative action in any such matter, you promise to join as a party to such action, or to allow us to bring the action solely in the name of your Franchised Business, but only as and if we so direct. In any such event, we shall bear the legal fees and court costs of prosecuting or defending any such action.
• 3.7 We, in our sole discretion, may modify or discontinue the use of our name, symbols, designs, trademarks, service marks, and patents, or any item or items similar thereto. In such event, we will not reimburse you for the tangible out of pocket costs which you incur in connection with making the necessary changes in accordance with our directives and timetables.
• 3.8 You shall not use any name in the operation of the Franchised Business, other than those which we specifically authorize in writing.
• 3.9 All directory listings, letterhead, or any other visual or printed matter that you use to communicate with anyone shall conform to our brand standards and the Manual(s).

Section 4: Training: Initial Training Program and Ongoing Training

• 4.1 We have expended significant time and resources developing operating procedures, methods, techniques, and or processes that are not generally known to the public that are critical to the Franchise System. We convey this information to you through multiple means including through our training.
• 4.2 You agree to enroll in the training at our headquarters or at such other training center we designate within 14 calendar days of the Effective Date of this Agreement ("Initial Training Program"),

which we will provide to you and up to 2 additional individuals – including any individual you designate to manage the day-to-day operations of the Franchised Buisness (a "General Manager" or "Designated Manager") – without charging any Traiing Fee, provided you and, if applicable, your General Manager attend and complete all components of the Initial Training Program to our satisfaction at the same time prior to (a) the opening your Franchised Business, or (b) otherwise providing the Approved Services and/or Approved Products in any manner.

• 4.3 If, at any time, you have a change in your Franchise Operator and/or any General Manager in the future, such individual must enroll in, attend and successfully complete the requisite components of the Initial Training Program. We have the right to charge our then-current Training Fee in connection with any training that is provided under this Section.
• 4.4 You must ensure that any Franchised Business personnel that you wish to provide any kind of fitness training/instruction, classes or any other Approved Services that involve fitness training (each, an "Authorized Instructor") participates in and successfully completes our proprietary training program for such instructors (the "Instructor Training") prior to providing any of such Approved Services at or in connection with the Franchised Business. The Parties agree and acknowledge that: (i) we will provide Instructor Training to up to five (5) prospective Authorized Instructors that you expect will be providing the Approved Services when the Franchised Business opens and commences operation (the "Initial Instructor(s)") tuition-free as part of your Initial Franchise Fee;

Source: Item 23 — RECEIPTS (FDD pages 50–135)