If Kidokinetics requests, must a franchisee purchase or lease the Required Software?

e a Kidokinetics^® franchised business ("Franchised Business") under Franchisor's Marks and System.

• B. One of Franchisee's obligations under the Franchise Agreement is to implement such Computer Systems, including all software and hardware, Franchisor requires.
• C. Franchisor's affiliate has developed the KIDOLINK business management software, for which Franchisor has the contractual right to sublicense, to be utilized by Franchisee in connection with the Franchised Business ("KIDOLINK Software"). The KIDOLINK software provides assistance with the management of client leads and data, sales records and documentation, inventory control, marketing efforts, administrative matters, and customer service for Franchisee and Franchisee's employees.
• D. Franchisor may also, from time to time, whether itself or through its designees develop customized software for Franchisee's use in connection with the Franchised Business ("Customized Software"). Franchisee may, at the discretion of Franchisor, be required to purchase and use the Customized Software. Whether Franchisee is required to, or otherwise elects to, use the Customized Software, Franchisee agrees to abide by the terms of this Agreement with regards to any Customized Software. The KIDOLINK Software and Customized Software will be referred to collectively in this Agreement as the "Proprietary Software."
• E. Guarantors agree to personally, and jointly and severally, guaranty Franchisee's obligations and covenants under this Agreement and to be bound by each provision as though each were the Franchisee.
• F. Now, the parties desire to define the terms and conditions on which Franchisor will grant use of the KIDOLINK Software and Customized Software to Franchisee in accordance with the provisions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. KIDOLINK SOFTWARE

A. GRANT OF USE

• (a) License Grant. Franchisor grants to Franchisee a personal, limited, non-assignable, non-transferrable, non-exclusive license to use the KIDOLINK Software during the term of the Franchise Agreement, subject to the terms and conditions set forth in this Agreement.
• (b) No Customization. Franchisor prohibits Franchisee from customizing or authorizing customizations of the KIDOLINK Software
• (c) Scope of Use. Franchisee may use the KIDOLINK Software solely for Franchisee's internal needs in the operation of Franchised Business as a franchisee of Franchisor and will not make the KIDOLINK Software available to or permit the use thereof by any person or entity except to the extent and in the manner permitted under Subsections 1.A.(d) and (e) below.
• (d) Limited Right to Copy. Franchisee may not grant access, copy or allow copies of the KIDOLINK Software or any other proprietary information to be made, except to the extent necessary to exercise the use granted hereby and for back-up and archival purposes.
• (e) No Reverse Engineering or Modifications. Franchisee agrees not to reverse engineer, decompile or disassemble the KIDOLINK Software or any part of the KIDOLINK Software, nor will Franchisee change, modify or create derivative works from the KIDOLINK Software.

Source: Item 22 — CONTRACTS (FDD page 59)