he Ad Fund, or to invest any surplus for future use by the Ad Fund. You authorize us to collect for remission to the Ad Fund any advertising monies or credits offered by any supplier to you based upon purchases you make. We will prepare an annual, unaudited statement of monies collected and costs incurred by the Ad Fund and will make it available to you on written request.

You understand and acknowledge that the Ad Fund will be intended to maximize recognition of the Marks and the goodwill and patronage of HealthSource Chiropractic Clinic franchises. Although we will endeavor to use the Ad Fund to develop advertising and marketing materials, and to place advertising in a manner that will benefit all HealthSource Chiropractic Clinic franchises, we undertake no obligation in developing, implementing, or administering advertising or promotional programs to ensure that expenditures by the Ad Fund in or affecting any geographic area are proportionate or equivalent to contributions to the Ad Fund by HealthSource Chiropractic Clinic franchises operating in that geographic area, or that any HealthSource Chiropractic Clinic franchise will benefit directly or in proportion to its contribution to the Ad Fund from the development of advertising and marketing materials or the placement of advertising. HealthSource Chiropractic shall not be a fiduciary to you with respect to the management of the Ad Fund. Except as expressly provided in this Paragraph, we assume no direct or indirect liability or obligation to you with respect to the maintenance, direction, or administration of the Ad Fund.

We will have the right to terminate the Ad Fund by giving you 30 days' advance written notice. All unspent monies on date of termination will be divided between HealthSource Chiropractic and the contributing HealthSource Chiropractic Clinic franchisees in proportion to our and their respective contributions. At any time thereafter, we will have the right to reinstate the Ad Fund under the same terms and conditions as described in this Paragraph (including the

rights to terminate and reinstate the Ad Fund) by giving you thirty (30) days' advance written notice of reinstatement.

In addition to the Ad Fund, as stated in Paragraph 6.3b, we may establish a program in the future to provide additional marketing services to Clinic franchises. This program will involve the placement of individuals on a local basis to perform marketing activities for your benefit, subject to applicable law. This program will be optional for Clinic franchises. If you choose to use this marketing program, you must agree to pay the fee specified in Paragraph 6.3b. If we choose to establish this program in the future, and you choose to purchase this optional program, you agree to comply with all specifications and requirements contained in the Operations Manual concerning this program.

We may also offer franchises the opportunity to participate in marketing promotions that we will provide directly to the franchise's patients via email, telephone, mail, social media or other means. If you choose to use any of these optional marketing promotions, you must provide us with confirmation that your patients who will receive the marketing materials have given permission to be contacted for such purposes.

11.2 By Franchise Owner

• a. Each month, you must spend, in addition to any contributions to the Ad Fund and the Technology Fee, a minimum of $3,000 or five percent (5%) of the Franchise's gross revenues for local advertising, promotion and marketing, whichever is greater ("Local Marketing Requirement"). If we request it, you agree to provide us with evidence of your local advertising, marketing and promotional expenditures within 30 days after receiving such request.
• b. You agree to list and advertise the Franchise in each of the internet and classified telephone directories distributed within your market area, and with such internet-based directories as we may specify, in those business classifications as we prescribe from time to time, using any standard form of internet and classified telephone directory advertisement we may provide.
• c. On each occasion before you use them, samples of all local advertising and promotional materials not prepared or previously approved by us must be submitted to us for approval. If you do not receive our written disapproval within 15 days from the date we receive the materials, the materials will be deemed to have been approved. You agree not to use any advertising or promotional materials that we have disapproved.

Source: Item 23 — Receipts (FDD pages 77–282)