11. OPERATION AND SYSTEM STANDARDS.

• 11.1 Operations Manuals. We will loan you (or make available on-line or via other electronic format), during the term of this Agreement, 1 copy of our manuals (the "Manuals"), consisting of such materials (including, as applicable, audiotapes, videotapes, magnetic media, computer Software and written materials) that we generally furnish to franchisees from time-to-time for use in operating a HydroDog Business.

The Manuals contain mandatory and suggested specifications, standards, operating procedures and rules ("System Standards") that we prescribe from time-to-time for the operation of a HydroDog Business and information relating to your other obligations under this Agreement and related agreements.

You agree to follow the standards, specifications and operating procedures we establish periodically for the HydroDog System that are described in the Manuals.

You also must comply with all updates and amendments to the HydroDog System as described in newsletters or notices we distribute, including via Computer System or other media we select).

The Manuals may be modified or updated and revised periodically to reflect changes in System Standards.

You are responsible for routinely monitoring any on-line version (or electronic format) of the Manuals for changes to them.

If we make the Manuals accessible to you in read-only format and/or on-line (or electronic format), we will not send to you printed copies of any changes to them.

However, any form of the Manuals accessible to you on-line is our proprietary information and will be deemed Confidential Information for purposes of this Agreement.

We have sole discretion to take such action as we deem appropriate and the right to control exclusively any litigation, U.S. Patent and Trademark Office proceeding or any other administrative proceeding arising out of any such infringement, challenge or claim or otherwise relating to any Mark.

You agree to sign any and all instruments and documents, render such assistance and do such acts and things as, in the opinion of our attorneys, may be necessary or advisable to protect and maintain our interests in any litigation or Patent and Trademark Office or other proceeding or otherwise to protect and maintain our interests in the Marks.

• 8.4 Discontinuance of Use of Marks. If it becomes advisable at any time in our Business Judgment for us and/or you to modify or discontinue the use of any Mark and/or use one or more additional or substitute trade or service marks, you agree to comply with our directions within a reasonable time after receiving notice.

We will reimburse you for your reasonable direct expenses of changing your HydroDog Business's signs.

However, we will not be obligated to reimburse you for any loss of revenue attributable to any modified or discontinued Mark or for any expenditures you make to promote a modified or substitute trademark or service mark.

9. CONFIDENTIAL INFORMATION.

9.1 Types of Confidential Information. We and our affiliates possess (and will continue to develop and acquire) certain confidential information (the "Confidential Information") relating to the development and operation of the HydroDog Businesses, which includes (without limitation):

• (a) methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge and experience used in developing and operating your HydroDog Business (including, without limitation, the System Standards);
• (b) market research and promotional, marketing and advertising programs for your HydroDog Business;
• (c) client communication programs, along with data used or generated in connection with those programs;
  • (d) the System and the know-how related to its use;
• (e) plans, specifications, size and physical characteristics of the HydroDog Businesses, HydroDog Vehicles;
  • (f) Territory selection criteria;
  • (g) design of equipment, furniture, forms, materials and supplies;
  • (h) training for the HydroDog Businesses;
• (i) methods, techniques, formats, specifications, procedures, information and systems related to and knowledge of and experience in the development, operation and franchising of the HydroDog Businesses;
• (j) knowledge of specifications for certain Products and Supplies and suppliers of certain Products and Supplies;
  • (k) pet grooming techniques, products and services;
  • (l) the Client Database (as described in Section 9.5 below); and
• (m) knowledge of operating results and financial performance of the HydroDog Businesses other than those operated by you (or your affiliates).
• 11.8 Computer System. We may require that you acquire and use in developing and operating your HydroDog Business a Computer System consisting of the computer services, components,

equipment, computer hardware, telecommunications equipment or services, the software used in connection with the Business Management System and other operating or communications software we designate or approve for use by the HydroDog Businesses (collectively, the "Software") that we may periodically specify in the manner we designate (collectively, the "Computer System"). We may require you to obtain specified computer and communications hardware, equipment, components or Software and services (like DSL, Frac, T-1, Cable Modem or ISP) and may modify specifications for and components of the Computer System from time-to-time. We require you to acquire high speed internet capabilities (like DSL, Frac, T-1, Cable Modem or ISP), as well as mobile tablet and smart phone usage and access. Our and our designees' modifications and specifications for components, equipment, services and operating or communications of the Computer System may require you to incur cost to purchase, lease or license new or modified Software or computer or communications hardware, equipment, components or Software and to obtain service and support for the Computer System during the Term of this Agreement. You agree to incur such costs in connection with obtaining the computer hardware and Software comprising the Computer System (or additions or modifications) operating it in accordance with our System Standards and ensuring that it is compatible with, and capable of participation in and performing the functions we designate for the Business Management System and engaging in any form of e-commerce we designate or approve, as long as the Computer System we specify for use is the same Computer System that we or our affiliates then currently use in the HydroDog Businesses that we or they own and operate, or an alternative system that we approve in writing. The Computer System must be capable of connecting with our Computer System performing the functions we designate for the Business Management System, permitting us to review the results of your HydroDog Business's operations, and engaging in any ecommerce activities that we designate or approve. We also have the right to charge you a reasonable systems fee, as determined by us, for modifications of and enhancements made to any proprietary Software that we license to you and other maintenance and support services that we or our affiliates furnish to you related to the Computer System. From time-to-time, upon our notice to you, you must enter into the then current form of such Computer System or Software related agreements as we may designate. You must not use the Computer System for any purposes not authorized by us or our affiliates.

Source: Item 23 — RECEIPTS (FDD pages 43–166)