What continuing obligations does a Focalpoint Coaching franchisee have after termination or expiration of the franchise agreement?

s under this Agreement, may be irrevocably deemed a unilateral rejection and termination by Franchisee of this Agreement and all related agreements between Franchisee and Franchisor or Franchisor's affiliates, even if Franchisor ultimately issues a formal notice of such termination, and Franchisee shall never contend or complain otherwise.

15. FRANCHISOR'S AND FRANCHISEE'S RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT.

A. PAYMENT OF AMOUNTS OWED TO FRANCHISOR.

• (1) Franchisee agrees to pay Franchisor within fifteen (15) days after this Agreement expires or is terminated, or on any later date that Franchisor determines the amounts due to Franchisor, the Royalties, Fund contributions, interest, and all other amounts owed to Franchisor (and Franchisor's affiliates) which then are unpaid.
• (2) If this Agreement is terminated by Franchisee before the Term expires pursuant to Subsections 14.B, 14.D, or 14.E above, then Franchisee acknowledges and confirms that Franchisor will suffer and incur substantial damages because this Agreement did not continue for the Term's full length. Accordingly, Franchisee agrees to pay Franchisor for all damages, costs, expenses, attorneys' and experts' fees directly or indirectly related thereto, including, without limitation, lost Royalties, lost profits, loss of goodwill and damage to the Marks and reputation, lost opportunities, travel and personnel costs, expenses that Franchisor may incur in developing or finding another franchise owner to establish and operate a new FocalPoint Franchised Business in the Territory, and any other lost payments or benefits Franchisor would have received for the balance of the Term after the effective date of termination (collectively, "Brand Damages"). Franchisee further acknowledges and agrees that its obligation to pay Brand Damages resulting from early termination shall be in addition to (not in lieu of) Franchisee's posttermination obligations to pay other amounts due as of the date of termination (as contemplated under the preceding Subsection (1) above) and to otherwise comply with the entirety of Section 15 hereof, and that the Brand Damages shall not be deemed a

penalty for early termination but instead reasonable compensation to Franchisor for Franchisee's failure to perform under this Agreement during the remainder of the Term.

B. MARKS.

When this Agreement expires or is terminated:

• (1) Franchisee may not directly or indirectly at any time or in any manner (except with other FocalPoint Franchised Businesses Franchisee owns and operates) identify itself or any business as a current or former FocalPoint Franchised Business or as one of Franchisor's current or former franchise owners; use any Mark, any colorable imitation of a Mark, or other indicia of a FocalPoint Franchised Business in any manner or for any purpose; or use for any purpose any trade name, trade or service mark, or other commercial symbol that indicates or suggests a connection or association with Franchisor;
• (2) Franchisee agrees to discontinue the use of any Website and social media used in connection with the Franchised Business or otherwise referring to the Marks or FocalPoint Franchised Businesses;
• (3) Franchisee agrees, at Franchisee's expense, to take the action required to cancel all fictitious or assumed name or equivalent registrations relating to Franchisee's use of any Mark;
• (4) Franchisee agrees, at Franchisee's expense, to deliver to Franchisor within thirty (30) days all signs, sign-faces, sign-cabinets, marketing materials, forms, and other materials containing any Mark or otherwise identifying or relating to a FocalPoint Franchised Business that Franchisor requests and allow Franchisor, without liability to Franchisee or third parties for trespass or any other claim, to enter the Office and remove these items and to remove these items from any vehicles used by the Franchised Business;
• (5) Franchisee agrees promptly and at Franchisee's own expense to make the alterations Franchisor specifies in Franchisor's Operations Manual (or otherwise) to distinguish the Office and the Franchised Business clearly from its former appearance and from other FocalPoint Franchised Businesses in order to prevent public confusion;
• (6) Franchisee agrees to notify within five (5) days the telephone company and all telephone directory publishers (if any) of the termination or expiration of Franchisee's right to use any telephone, facsimile, or other numbers and telephone directory listings and email addresses associated with any Mark (if any); to authorize the transfer of these numbers and directory listings (if any) to Franchisor or at Franchisor's direction; and/or to instruct the telephone company to forward all calls made to Franchisee's numbers to numbers Franchisor specifies. If Franchisee fails to do so, Franchisor may take whatever action and sign whatever documents Franchisor deems appropriate on Franchisee's behalf to effect these events; and

(7) Franchisee agrees to give Franchisor, within thirty (30) days after the expiration or termination of this Agreement, evidence satisfactory to Franchisor of Franchisee's compliance with these obligations.

C. CONFIDENTIAL INFORMATION.

Franchisee agrees that, when this Agreement expires or is terminated, (1) Franchisee will immediately cease using any of Franchisor's Confidential Information (including computer software or similar technology and digital passwords and identifications that Franchisor has licensed to Franchisee or that otherwise are proprietary to Franchisor or the Franchise System) in any business or otherwise; (2) return to Franchisor all copies of the Operations Manual and any other confidential materials that Franchisor has provided Franchisee for Franchisee's use during the term of this Agreement; and (3) immediately deliver to Franchisor all training or other manuals furnished to Franchisee (including the Operations Manual and any supplements to the Operations Manual), computer software and database material, client lists, records and files, documents, instructions, display items, advertising and promotional material, any and all materials, signs and related items which bear the Marks or slogans and insignias and designs, advertising contracts, forms and other materials or property of Franchisor's, and any copies of them in Franchisee's possession which relate to the operation of the Franchised Business.

Source: Item 22 — Contracts (FDD pages 56–57)