Is the license granted to a Goldfish Swim School franchisee exclusive, allowing them to be the only Goldfish Swim School in a specific area?

is Agreement and Franchisor will determine in its sole discretion the Area of Primary Responsibility and insert that description into Exhibit 10.

2.4 Sub-franchising/Agents

Franchisee shall not sublicense the use of the System or Marks to any person or entity. Except as may be permitted pursuant to Section 18, Franchisee shall not grant any person or entity the right to perform any part of Franchisee's rights or obligations licensed hereunder.

2.5 Area of Primary Responsibility

Franchisee shall receive a territory called the Designated Area or "Area of Primary Responsibility" as determined by Franchisor and described and depicted in the map in Exhibit 10 to this Agreement. If at the time of execution of this Agreement, the Approved Location is not available, when the Approved Location is determined, its address shall be inserted into Exhibit 10 to this Agreement and Franchisor will determine in its sole discretion the Area of Primary Responsibility and insert that description into Exhibit 10. Franchisee will operate the Franchised Swim School in the designated Area of Primary Responsibility. As long as this Agreement is in full force and effect and Franchisee is not in default under any of the terms hereof, Franchisor will not establish other franchised or company-owned swim schools using the System with a physical location in your Area of Primary Responsibility. Franchisee's rights in the Area of Primary Responsibility are subject to Franchisor's rights articulated in Section 2.7.

2.6 Map and Description of Area of Primary Responsibility

The Description of the Designated Area or Area of Primary Responsibility and the map depicting the Designated Area or Area of Primary Responsibility shall be designated by Franchisor and attached to this Agreement as Exhibit 10.

2.7 Franchisor's Rights

Franchisee acknowledges that except to the extent provided in Section 2.5 above, Franchisor expressly retains all rights and discretion with respect to the Marks and System, including the right to:

2.7.1 establish, own or operate, and license others to establish, own or operate, Goldfish Swim Schools with a physical location outside of the Area of Primary Responsibility as Franchisor deems appropriate;

• 2.7.2 establish, own or operate, and license others to establish, own or operate other non-swim lesson based businesses under other systems using the same or other trademarks at locations inside and outside of the Area of Primary Responsibility;
• 2.7.3 purchase or otherwise acquire the assets or controlling ownership of one (1) or more businesses identical or similar to the Franchised Swim School (and/or acquire franchise, license and/or similar agreements for such businesses), some or all of which may be located anywhere, including within the Area of Primary Responsibility. If Franchisor purchases or acquires franchises or licenses, Franchisor may, in its sole discretion, act as franchisor or licensor with respect to such franchisees or licensees wherever located, pursuant to the individual franchise or license agreement(s) between Franchisor and such franchisee(s) or licensee(s). If Franchisor purchases or acquires such businesses within the Area of Primary Responsibility which are not franchised or licensed, Franchisor may, in its sole discretion:
  • 2.7.3.1 offer to sell any such businesses to Franchisee or to any third party at the business's fair market value to be operated as a Goldfish Swim School; or
  • 2.7.3.2 offer Franchisee the opportunity to operate such business(s) in partnership with Franchisor (or an Affiliate) under the business(s) existing trade name or a different trade name.
• 2.7.4 be acquired (regardless of the form of transaction) by any business, even if the other business operates, franchises and/or licenses Competitive Businesses within the Area of Primary Responsibility;

Source: Item 23 — RECEIPTS (FDD pages 77–389)