What is the exception to Focus Cfo's ownership of information or materials developed by the franchisee?

• 15.7. Focus CFO agrees and understands that Franchisee is in the business of marketing and offering CFO Services and in connection therewith, Franchisee owns various preexisting materials, tools, methodologies and know-how used to market and offer CFO Services and may develop after the Effective Date additional materials, tools, methodologies and know-how used to market and offer Chief Financial Officer services unrelated to the Focus CFO System or Confidential Information (the "Franchisee IP"), which shall remain the sole and exclusive property of Franchisee. With the exception of the Franchisee IP, Focus CFO is and will be the exclusive owner and deemed author of all information or materials developed, created or required to be delivered to Focus CFO or a Focus CFO client by Franchisee in marketing or offering the CFO Services, including but not limited to reports, data, insights, materials, physical media, information, goods, notes, deliverables, designs, findings, evaluations, plans, processes, software, source code, object code, documentation, and any other information or materials of any kind, whether or not completed, together with all modifications, revisions, changes, copies, partial copies, translations, compilations and derivative works of the foregoing (herein the "Work Product"), and will have the exclusive worldwide right as between the parties to secure or claim copyright, patent, trademark or other intellectual property rights and protection,

whether registered or unregistered and including all rights of registrations, applications and renewals thereof (herein "IP Rights") with respect thereto. Franchisee hereby assigns to Focus CFO, and to the extent it is unable to do so, waives, all of Franchisee's right, title and interest worldwide in and to the Work Product (including any IP Rights), and will execute such documents as Focus CFO may reasonably request to effectuate Focus CFO's IP Rights in the Work Product. To the extent Franchisee's performance under this Agreement constitutes "work made for hire" for Focus CFO under the Copyright Revision Act of 1976, as amended from time to time, the Work Product will be considered "work made for hire". Upon Focus CFO's request or upon termination of this Agreement, Franchisee shall immediately provide to Focus CFO the then-current versions of any Work Product not already in Focus CFO's possession. Unless written authorization provided by Focus CFO, Franchisee shall retain no part or copy of any Work Product, and all Work Product shall be considered Confidential Information of Focus CFO. Focus CFO may assign such rights to the Work Product to the Focus CFO client in the PSA.

15.8. To the extent that any Franchisee IP is incorporated into the Work Product or otherwise provided to Focus CFO, Franchisee hereby grants to Focus CFO a perpetual, non-exclusive, worldwide, royalty-free, irrevocable license to use, copy, reproduce, distribute, disclose, and create derivative works of, with rights to sublicense, the Franchisee IP for Focus CFO and its affiliates' present and future business operations including to support the Chief Financial Officer services provided to Focus CFO clients. Franchisee represents and warrants that it has all authority necessary to grant the foregoing license.

Source: Item 23 — Receipts (FDD pages 37–126)