Can Kidokinetics sell its assets and rights to the Marks and System to a third party?

ess written authorization from Franchisor.

• 2.2. Reservation of Rights. Franchisee acknowledges and agrees that Franchisor and any parties Franchisor designates will have the right to: (i) establish and operate, and license third parties the right to establish and operate, other franchised businesses using the Marks and System at any location outside of the Territory; (ii) acquire, merge with, engage in joint ventures with, or otherwise affiliate with, and thereafter own and operate and franchise others the right to own and operate, any business of any kind, including businesses that offer products that are similar to those provided by a Franchised Business, within or outside the Territory; (iii) open and operate, or license third parties the right to open or operate, businesses that offer products and services similar to the Franchised Business under marks other than the Marks at any location; (iv) sell and distribute, directly or indirectly, or license others to sell and distribute, directly or indirectly, any products, services or merchandise, from any location or to any purchaser, through any channel or method of distribution (including, but not limited, to virtual classes, sales made by or through telemarketing, and/or on the Internet); (v) provide the services or sell products authorized for Kidokinetics Businesses to customers whose principal residence (or principal business office, if the customer is a business entity) is within Franchisee's Territory if contact with the customer is initiated by the customer and not Franchisor; (vi) to use and license the use of technology to non-franchisee locations inside and outside the Territory; and (vii) engage in any other activities not expressly prohibited under this Agreement. Franchisee acknowledges and agrees that this Agreement does not grant it any right to (a) offer any product or service via e-commerce without prior approval by Franchisor, (b) establish an independent website or to establish a URL incorporating the Marks or any variation thereof, or (c) distribute, market, or implement Franchisor's products and services in any channel of distribution not specifically identified in this Agreement. Franchisee may not sell products through other channels of distribution such as wholesale, Internet or mail order sales. Franchisor is not required to pay Franchisor if Franchisor exercises any of its rights within the Territory. Franchisor will not be required to pay any compensation for soliciting or accepting orders inside the Territory.
• 1. TERM. The term of this Agreement will commence on the date that Franchisor signs this Agreement and will continue for 10 years, unless sooner terminated as provided in this Agreement (the "Term").
• 1. RENEWAL. Franchisee has the right to renew this Agreement for one successive, additional 10-year period, provided Franchisee has met the following conditions:
  • 4.1.1 Franchisee has notified Franchisor of Franchisee's intention to renew this Agreement in writing at least 90 days, and no more than nine months, prior to expiration of the current term;

Source: Item 22 — CONTRACTS (FDD page 59)