Can Focalpoint Coaching operate a FocalPoint Franchised Business inside a franchisee's territory?

he Effective Date. Notwithstanding the foregoing, Franchisee must open and operate the Franchised Business within sixty (60) days following the Effective Date.

E. NON-EXCLUSIVE TERRITORIAL RIGHTS.

Before this Agreement is executed, Franchisor will describe the Territory in Exhibit B. The size of the Territory shall be determined in Franchisor's sole discretion. Franchisee's rights in the Territory during the term of this Agreement are non-exclusive and Franchisee may face competition from Franchisor or other FocalPoint Franchised Businesses. Franchisee must advertise and solicit clients for the Franchised Business only within the Territory. Franchisee may not operate the Franchised Business or provide Services outside of the Territory; provided, however, Franchisee may provide Services to a client outside the Territory if the client (i) is a

personal acquaintance of Franchisee, (ii) was referred to Franchisee, or (iii) resulted from Franchisee's indirect marketing efforts through digital media.

F. RIGHTS FRANCHISOR RESERVES.

Franchisor and Franchisor's affiliates retain all rights with respect to FocalPoint Franchised Businesses, the Marks, the sale of identical, similar or dissimilar products and services, and any other activities Franchisor deems appropriate whenever and wherever Franchisor desires. Specifically, but without limitation, Franchisor reserves the following rights:

• (1) the right to operate, and to grant others the right to operate FocalPoint Franchised Businesses located anywhere inside or outside the Territory under any terms and conditions Franchisor deems appropriate and regardless of proximity to the Office and the Franchised Business' Territory;
• (2) the right to establish and operate, and to grant to others the right to establish and operate businesses offering similar or dissimilar products and services through similar or alternative channels of distribution, inside or outside the Territory under trademarks or service marks other than the Marks and on any terms and conditions Franchisor deems appropriate;
• (3) the right to provide, offer and sell and to grant others the right to provide, offer and sell products and services that are identical or similar to and/or competitive with those products and services provided by FocalPoint Franchised Businesses, whether identified by the Marks or other trademarks or service marks, through alternative distribution channels (including, without limitation, the internet or similar electronic media) both inside and outside the Territory and on any terms and conditions Franchisor deems appropriate;
• (4) the right to establish and operate, and to grant to others the right to establish and operate, businesses offering dissimilar products and services, both inside and outside the Territory under the Marks and on any terms and conditions Franchisor deems appropriate;
• (5) the right to provide, and to grant other the right to provide, Services to national accounts (meaning a client with more than one office in more than one territory) anywhere inside or outside the Territory under any terms and conditions Franchisor deems appropriate and regardless of the client's proximity to the Office. Under such circumstances, Franchisee is not entitled to any compensation from Franchisor on account of the national account's business in the Territory;
• (6) the right to operate, and to grant others the right to operate FocalPoint Franchised Businesses at "Non-Traditional Sites" within and outside the Territory on any terms and conditions Franchisor deems appropriate. "Non-Traditional Sites" are sites that generate customer traffic flow which is independent from the general customer traffic flow of the surrounding area, including, without limitation, military bases, major industrial or office complexes, hotels, hospitals and school campuses;

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