and collected by Focus CFO within 90 days of the

termination of this Agreement, will be paid to Franchisee within 120 days of termination of this Agreement.

• 11.5.4. Except as set forth in this Section 11.5, no other payment shall be made to Franchisee following termination of this Agreement.
• 11.6. Franchisee's Obligations Upon Termination. Upon termination or expiration of this Agreement, all rights granted hereunder to Franchisee shall terminate and Franchisee shall:
  • 11.6.1. Immediately cease to operate as an Area President and shall not thereafter, directly or indirectly, represent to the public, clients or hold himself/herself out as a present Franchisee or independent contractor of Focus CFO;
  • 11.6.2. Cease to use the trade secrets, confidential information, and the Focus CFO Marks including, without limitation, all signs, slogans, symbols, logos, advertising materials, stationary, forms and other items which display or are associated with the Marks;
  • 11.6.3. Immediately return to Focus CFO all confidential information including but not limited to access to the Playbook, records, files, instructions, brochures, agreements, disclosure statements and any and all other materials provided by Focus CFO to Franchisee relating to the operation of Focus CFO (all of which are acknowledged to be Focus CFO's property); and
    • 11.6.4. Comply with all other applicable provisions in this Agreement.
• 11.7. To the extent permitted by applicable law, Focus CFO has the right to require Franchisee to sign a release in connection with any refund of the Franchisee Fee.

12. TRANSFER

12.1. Franchisee may sell, convey, or otherwise transfer its Franchise ("Transferring Area President") to another individual ("Recipient Area President") so long as the following conditions are satisfied:

Conditions to Transfer by Franchisee:

• 12.1.1. All transfers are required to be approved by Focus CFO in writing prior to the transfer occurring.
• 12.1.2. The Transferring Area President must have been a Franchisee for at least (2) years and developed a Book of Business, as defined in Attachment A of this Agreement, with at least Five Hundred Thousand Dollars ($500,000) of collected (cash basis) revenue during the twelve (12) months preceding the desired Transfer;
• 12.1.3. The Recipient Area President (i) must be an existing Focus CFO franchisee prior to the Transfer and not be in breach of his or her Franchise Agreement or (ii) an

individual interested in becoming a franchisee who enters into the then-current Franchise Agreement with Focus CFO;

• 12.1.4. The Transferring Area President provides to Focus CFO at least ninety (90) days' advance written notice of the Transfer if to an existing franchisee and at least 120 days' notice if to a new franchisee;
• 12.1.5. The Transferring Area President and the Recipient Area President shall provide Focus CFO a summary of all material terms and conditions upon which the Transfer is to be made, including but not limited to the purchase price to be paid by the Recipient Area President to the Transferring Area President, if any, and any agreement to split the revenue from the Book of Business among the Transferring Area President and Recipient Area President, including the percentage split and for how long; and
• 12.1.6. The Transferring Area President's Franchise Agreement automatically terminates twelve (12) months from the date of transfer, if not terminated by the Transferring Area President at the date of transfer. To the extent permitted by applicable law, the Transferring Area President shall execute a general release on the date of termination.
• 12.2. Post-Transfer Payment. Following the Transfer, Focus CFO shall be responsible for making any payments owed by Focus CFO to the Recipient Area President under the terms of the then-current Franchise Agreement. Either Focus CFO or the Recipient Area President can be responsible for making ongoing payments, if any, to the Transferring Area President, based on the written agreement of the Transferring Area President, the Recipient Area President and Focus CFO.
• 12.3. Consent by Focus CFO Required. The Transferring Area President shall not Transfer all or any of their interest in the Franchise or in any Book of Business, without obtaining the prior written consent of Focus CFO. Focus CFO will not unreasonably withhold its consent to the Transfer provided the above criteria has been met.
• 12.4. Focus CFO's right to Transfer. Focus CFO has the right to Transfer and/or assign this Agreement to any successor business entity without prior notice to, or consent of the Franchisee. Franchisee agrees and acknowledges that in the event Focus CFO is acquired (whether through acquisition of assets, ownership interests or otherwise regardless of the form of the transaction), this Agreement may be assigned to any successor business entity. If the successor business entity decides to stop offering franchises, the successor entity has the right to terminate this Agreement.

13. NON-COMPETE AND NON-SOLICITATION

13.1. Non-Compete During Term. During the Term of this Agreement and any successor terms, unless authorized in writing by Focus CFO, Franchisee shall not advertise, promote, offer to provide or provide services which are competitive with Focus CFO's business to a third party. Franchisee is, however, free to be involved in other business

• activities, provided Franchisee is able to fully satisfy the Performance Standards required by this Agreement and is in compliance with Attachment E to the Franchise Agreement.
• 13.2. Post-Termination Non-Compete. For a period of two (2) years after expiration or early termination of this Agreement or any successor Franchise Agreement, unless authorized in writing by Focus CFO, Franchisee shall not (i) advertise, promote, offer to provide or provide services which are competitive with Focus CFO's business to a third party within the Home Territory or any Secondary Territory, or (ii) advertise, promote, offer to provide or provide services to any Focus CFO client that Franchisee has previously serviced regardless of location.
• 13.3. Non-Solicitation. Franchisee acknowledges that all clients and prospective clients of Focus CFO (the "Customers") and all CFOs and Area Presidents, whether or not such Customers or CFOs and Area Presidents are obtained or retained through Franchisee's efforts, shall be the Customers, Franchisees, Licensees and independent contractors of Focus CFO. Franchisee agrees that during the entire term of this Agreement and any successor franchise terms, and continuing for a period of two years (2) following the expiration or early termination of this Agreement, for any reason, unless authorized in writing by Focus CFO, Franchisee shall not, either directly or indirectly, on Franchisee's own behalf or on behalf of or in conjunction with any person, firm, corporation, or other business or legal entity:
  • 13.3.1. employ or engage as an employee, independent contractor, or otherwise, any member, employee, independent contractor, franchisee, licensee, officer, director or agent of Focus CFO, or any affiliate of Focus CFO (Focus CFO and its affiliates are collectively referred to herein as the "Focus CFO Consolidated Group");
  • 13.3.2.

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