ity to Cure**

We may terminate this Agreement, if the following conditions remain within thirty (30) days after sending you notice and an opportunity to cure:

• 1. You violate any other term or condition of this Agreement, the Franchisee Operations Manual, or any other agreement with us; or
• 1. Any amount owing to us from you is more than 30 days past due.

8.4. No Refund of Initial Fee

We have no obligation to return or refund any fee to you upon termination or expiration of this Agreement.

8.5. Post Termination Obligations

Upon termination or expiration of this Agreement, including a sale of the Franchise Business, you will:

• 1. Cease to operate the Franchised Business;
• 1. Discontinue using any of our "Marks";
• 1. Cancel all fictitious name filings which you use that includes any of our Marks;
• 1. Pay to us all amounts owing to us;
• 1. Reimburse Clients for any fees paid for services not yet rendered;
• 1. If requested by us, transfer to us all telephone numbers used in relation to this Franchise Business by executing our then current form, and deliver to us written proof of transfer;
• 1. At our option, and upon our request, use your best efforts to assist in transferring the lease of the facility of your Franchised Business, whether it be through a new lease or assignment;
• 1. Return to us or certify destruction of any paper and electronic copies of the Manual and any Confidential Information (retaining only such copies as you need for legal or tax purposes);
• 1. Adhere to the post-term duties stated in Section 8.6 entitled Non-Compete and No Solicitation and any other duties that require your performance after you are no longer a franchisee.
• 1. At our option, offer to us the right to purchase your furniture, equipment, signage, fixtures, and supplies within thirty (30) days of the date of termination for the adjusted book value, which is the undepreciated book value of the assets on your most recently filed federal tax return prior to the date of the termination or expiration;
• 1. Abide by any other covenant in this Agreement that requires performance by you after you are no longer a franchisee.
• 1. Refrain from making disparaging comments in any form about us or our current and former employees, agents, members, directors, or franchisees.

8.6. Non-Compete and No Solicitation

A. Post-Term.

You will not, during the Term and for a period of two (2) years after expiration or termination of this Agreement ("Restriction Period"), in the Territory or within twenty-five (25) miles of the boundaries of the Territory ("Restricted Market"), own or manage any business that provides prospective clients advisory, compliance, recordkeeping, payroll, or tax services ("Restricted Activities"). This restriction applies even if you sell your Franchise Business**.**

B. No Solicitation

During the Restriction Period, you will not directly or indirectly provide advisory, compliance, recordkeeping, payroll, or tax services to any Client, except through the Franchise Business.

C. Disparagement

During the Restricted Period, you will avoid intentional conduct that leads any existing Client or vendor to modify their relationship to the harm of the Franchise Business.

8.7. Waiver of Bond

If we are forced to bring suit to enforce any sections of this Agreement, you will waive any requirement that we post bond to obtain a temporary or permanent injunction to enforce these duties.

Source: Item 22 — CONTRACTS (FDD page 46)