failure within sixty (60) days after written notice of such material failure is delivered to us, you may terminate this Agreement effective 60 days after delivery to us of written notice of termination. Your termination of this Agreement for any other reason or without such notice will be deemed a termination without cause, and is a breach of this Agreement by you.

• 16.2 By Us. Subject to applicable state law and any required notice and cure periods mandated by state franchise laws, we have the right to terminate this Agreement, effective upon delivery of written notice of termination to you, if:
  • (a) you (or any of your owners) have made any material misrepresentation or omission in connection with your purchase of the Franchise;
  • (b) you fail to meet or exceed the Territory Development Schedule for six (6) consecutive months;
  • (c) you or the required number of your personnel fail to successfully complete initial training to our satisfaction or you have not fulfilled all of the conditions for management of your HydroDog Business described in this Agreement;
  • (d) you fail to open your HydroDog Business within thirty (30) days after receipt of your HydroDog Vehicle;
  • (e) you fail to comply in all respects with the requirements of any customer service program or customer retention program, or you fail to achieve customer satisfaction index results we required for any customer service program, or you fail to achieve customer retention rate results we require for any customer retention program;
  • (f) you abandon or fail to actively operate your HydroDog Business for five (5) or more consecutive business days, unless your HydroDog Business has been closed for a purpose we have approved or because of casualty or government order;
  • (g) you surrender or transfer control of the operation of your HydroDog Business without our prior written consent;

• (h) you offer or sell any unauthorized product and fail to provide satisfactory evidence that the unauthorized product is no longer being offered for sale within twenty-four (24) hours of written notice;
• (i) you offer or sell any unauthorized products on more than two (2) occasions during any twelve (12) consecutive month period, regardless of whether you cured your breach on the prior occasions;
• (j) you purchase inventory from a supplier that has not previously been approved by us;
• (k) you directly contact, without our prior written approval, one of our, or our affiliates', vendors or suppliers;
• (l) you (or any of your owners) are or have been convicted by a trial court of, or plead or have pleaded no contest, or guilty, to, a felony or other serious crime or offense that, in our sole discretion, is likely to adversely affect your reputation, our reputation, or the reputation of any other HydroDog Business;
• (m) you (or any of your owners) make an unauthorized assignment of this Agreement or of an ownership interest in you or your HydroDog Business;
• (n) in the event of your death or disability or the death or disability of the owner of a controlling interest in you, this Agreement or such owner's interest in you is not assigned as required under this Agreement;
• (o) you lose the right to possession and use of the HydroDog Vehicle or the HydroDog Vehicle is damaged or destroyed and not fully repaired or replaced within thirty (30) days of such casualty;
• (p) you (or any of your owners) make any unauthorized use or disclosure of any Confidential Information or use, duplicate or disclose any portion of the Manuals in violation of this Agreement;
• (q) you violate any health, safety or sanitation law, ordinance or regulation and do not cure the non-compliance or violation within the time period required by the entity issuing such violation;
• (r) you fail to make payments of any amounts due to us or our affiliates and do not correct such failure within ten (10) days after written notice of such failure is delivered to you, regardless of whether such notice is received;
• (s) you fail to make payments of any amounts due to approved suppliers of products or services and do not correct such failure within ten (10) days after written notice of such failure is delivered to you by such supplier;
• (t) you fail to pay when due any federal or state income, service, sales or other taxes due on the operations of your HydroDog Business, unless you are in good faith contesting your liability for such taxes;

• (u) you fail to obtain and maintain any permits or licenses required by federal, state or local authorities;
• (v) you (or any of your owners) fail to comply with any other provision of this Agreement or any System Standard and do not correct such failure within thirty (30) days after written notice of such failure to comply is delivered to you;
• (w) you (or any of your owners) fail on two (2) or more separate occasions within any period of twelve (12) consecutive months to submit when due reports or other data, information or supporting records, to pay when due any amounts due to us or our affiliates or otherwise to comply with this Agreement or the lease for the Vehicle, whether or not such failures to comply were corrected after written notice of such failure was delivered to you; or
• (x) you make an assignment for the benefit of creditors or admit in writing your insolvency or inability to pay your debts generally as they become due; you consent to the appointment of a receiver, trustee or liquidator of all or the substantial part of your property; your HydroDog Business is attached, seized, subjected to a writ or distress warrant or levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within thirty (30) days; or any order appointing a receiver, trustee or liquidator of you or your HydroDog Business is not vacated within thirty (30) days following the entry of such order.

17. RIGHTS AND OBLIGATIONS UPON TERMINATION

17.1 Payment of Amounts Owed To Us. You agree to pay us within fifteen (15) days after the effective date of termination or expiration of this Agreement, or on such later date that we determine amounts are due to us, all amounts due for Royalties, Marketing Fund Fees, contributions, amounts owed for purchases from us, interest due on any of the foregoing, and any and all other amounts owed to us which are then unpaid.

17.2 Marks.

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