discounts of any type except as approved by Franchisor.

8.3 Brand Fund.

8.3.1 In accordance with Section 4.2 of this Agreement, Franchisee's Brand Fund Contribution shall be applied to the Brand Fund. Franchisor will use the Brand Fund for national, regional, or local advertising, public relations or promotional campaigns or programs designed to promote and enhance the image, identity, or patronage of franchised, and Franchisor-owned (including Affiliate-owned) Restaurants. Such expenditures may include: (a) the costs of maintaining, administering, directing and preparing the secret shopper initiatives and rewards program (this program will include cash rewards paid to the highest scoring restaurants that Franchisor suggests be distributed to franchisee's employees as bonuses at the applicable restaurants); (b) creative development, production and placement of print advertisements, commercials, musical jingles, decals, radio spots, audio advertising, point of purchase materials, direct mail pieces, literature, outdoor advertising, door hangers, electronic media advertisements, and other advertising and promotional material; (c) creative development, preparation, production and placement of video, audio and written materials and electronic media, (d) to purchase artwork and other components for advertising; (e) media placement and buying, including all associated expenses and fees; (f) administering regional and multiregional marketing and advertising programs; (g) market research, marketing studies and customer satisfaction surveys, including the use of secret shoppers; (h) development and production of, and, to the extent applicable, acquisition of, premium items, giveaways, promotions, contests, public relations events, and charitable or nonprofit events; (i) creative development of signage, posters, and individual decor items including wall graphics; (j) recognition and awards events and programs; (k) system recognition events, including periodic national and regional conventions and meetings; (l) website, extranet and/or Intranet development, implementation and maintenance; (m) development, implementation and maintenance of a website that permits electronic commerce, reservation system and/or related strategies; (n) retention and payment of advertising and promotional agencies and other outside advisors, including retainer and management fees; (o) public relations and community involvement activities and programs; (p) expenditures for activities conducted for the benefit of co-branding, or other arrangements where "HCK Hot Chicken" brand products and/or services are offered in conjunction with other marks or through alternative channels of distribution; (q) development, amendment and revisions to the standards, policies and procedures set forth in the HCK Hot Chicken Brand Standards Manual; (r) stadium promotion marketing fees; (s) payment to Franchisor or its Affiliates, for indirect costs and overhead incurred in connection with the operation of its creative department(s), if any, and the administration of the Brand Fund; (t) payments for corporate and storelevel hosted access from data hosted solutions providers; (u) gift card blanks; and (v) retention and payment of social media agencies.

• 8.3.2 Franchisor may employ individuals, consultants or advertising or other agencies, including consultants or agencies owned by, operated by, or affiliated with Franchisor, to provide services for the Brand Fund. The Brand Fund may be used to defray direct expenses of Franchisor employees related to the operation of the Brand Fund, to pay for attorneys' fees and other costs related to the defense of claims against the Brand Fund or against Franchisor relating to the Brand Fund, and to pay costs with respect to collecting amounts due to the Brand Fund.
• 8.3.3 Franchisor shall determine, in its discretion, the cost, media, content, format, style, timing, allocation and all other matters relating to such advertising, public relations and promotional campaigns. Franchisee acknowledges that not all franchisees may be required to contribute, or contribute the same percentage of Gross Sales, to the Brand Fund and by way of illustration and not limitation, Franchisor may waive or impose lower contribution requirements with respect to Restaurants operating at Non-Traditional Venues, or outside the United States. Nothing herein shall be construed to require Franchisor to allocate or expend Brand Fund contributions or allocations so as to benefit any particular franchisee, Franchisee or group of franchisees or franchisees on a pro rata or proportional basis or otherwise. Except as directed in writing by Franchisor, Franchisee must participate in all advertising, marketing, promotions, research, and public relations programs instituted by the Brand Fund. Franchisor may make copies of advertising materials available to Franchisee with or without additional reasonable charge, as determined by Franchisor. Any additional advertising shall be at the sole cost and expense of Franchisee. The Brand Fund shall, as available, provide to Franchisee marketing, advertising and promotional formats and sample materials at the Brand Fund's direct cost of producing such items, plus shipping and handling.
• 8.3.4 Franchisor may either (i) hold the Brand Fund contributions Franchisor receives from franchisees in a separate account administratively segregated on Franchisor's books and records, or (ii) transfer the Brand Fund Contributions to a separate Entity to whom Franchisor has assigned or delegated the responsibility to operate and maintain the Brand Fund. Nothing herein shall be deemed to create a trust fund, and Franchisor may commingle Brand Fund Contributions with its general operating funds and expend such sums in the manner herein provided. For each Restaurant that Franchisor or any of its Affiliate operates, Franchisor or such Affiliate will similarly allocate to the Brand Fund the amount that would be required to be contributed to the Brand Fund if it were a Franchised Restaurant.
• 8.3.5 If less than the total of all contributions and allocations to the Brand Fund are expended during any fiscal year, such excess may be accumulated for use during subsequent years. Franchisor may spend in any fiscal year an amount greater or less than the aggregate contributions to the Brand Fund in that year and may cause the Brand Fund to borrow funds to cover deficits or invest surplus funds.

Source: Item 21 — FINANCIAL STATEMENTS (FDD page 54)