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.

Source: Item 9 — Franchisee's Obligations (FDD page 16)