the sale (which you agree promptly to communicate to us), we will have an additional right of first refusal during the 30 day period following either the expiration of such 120 day period or notice to us of the material change(s) in the terms of the sale, either on the terms originally offered or the modified terms, at our option.

16. TERMINATION OF AGREEMENT

• 16.1 By You. If you and your owners are in compliance with this Agreement and we materially fail to comply with this Agreement and do not correct or commence correction of such 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;

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