Under what conditions can Focalpoint Coaching terminate the franchise agreement with a franchisee?

However, with respect to franchises governed by Minnesota law, we will comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of this Agreement.

Franchisor and Franchisee will not waive or impair any right, power, or option this Agreement reserves (including, without limitation, Franchisor's right to demand exact compliance with every term, condition, and covenant or to declare any breach to be a default and to terminate this Agreement before its term expires) because of any custom or practice at variance with this Agreement's terms; Franchisor's or Franchisee's failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's compliance with this Agreement, including, without limitation, any System Standard; Franchisor's waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other FocalPoint Franchised Businesses; the existence of franchise agreements for other FocalPoint Franchised Businesses which contain provisions different from those contained in this Agreement; or Franchisor's acceptance of any payments due from Franchisee after any breach of this Agreement.

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;

Upon the termination or expiration of this Agreement, Franchisee and Franchisee's owners agree that, for two (2) years beginning on the effective date of termination or expiration of this Agreement (or upon a transfer as provided in Subsection 12.C(12) above), whichever is later, neither Franchisee nor any of Franchisee's owners will have any direct or indirect interest (e.g., through a spouse) as an owner (whether of record, beneficially, or otherwise), investor, partner, director, officer, employee, consultant, representative, or agent in any Competitive Business (as defined in Section 7 above) located or operating:

• (i) at the premises where the Office is located;
• (ii) within the Territory;
• (iii) within a twenty-five (25) mile radius of the Territory;
• (iv) within the Territory of any other FocalPoint Franchised Business in operation or in the process of opening on the later of the effective date of the termination or expiration of this Agreement or the date on which all persons restricted by this Subsection 15.D begin to comply with this Subsection 15.D.

The franchisee may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.

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