ys and provide us with a written certification of destruction. However, you may retain Confidential Information as needed solely for legal, tax, and insurance purposes, but the information retained will remain subject at all times to the confidentiality restrictions of this Agreement.

Transfer

7.1. Assignment by Us

We may assign this Agreement to an assignee who remains bound by its terms. We do not permit a sub-license of the Agreement.

7.2. Transfer by You

You may transfer your interest in this Agreement or your ownership in the Franchise Business if:

• 1. you are in full compliance with the Agreement,
• 1. current in all monies owed to us,
• 1. we approve of the individual or entity to which you are transferring ("Transferee"), which our consent will not be unreadably withheld;
• 1. Transferee meets the requirements of Section 7.8.
• 1. You sign the then current transfer and release form, and
• 1. You pay to use the transfer fee (if any). See Section 2.11.

7.3. Joint Tenancy

If this Agreement is held by joint tenants or tenants in common, all joint tenants or tenants in common must join in any transfer of an ownership interest in this Agreement, except any person who is deceased or under a legal disability.

7.4. Transfer to Controlled Entity

A "Controlled Entity" is an entity in which you are the beneficial owner of 100% of each class of voting ownership interest. A transfer to a "Controlled Entity" will not trigger the Right of First Refusal. At the time of the desired transfer of interest to a Controlled Entity, you must notify us in writing of the name of the Controlled Entity and the name and address of each officer, director, shareholder, member, partner, or similar person and their respective ownership interest. Each such person of the Controlled Entity must sign the then-current amendment and release forms or Franchisee Agreement as required by us. We do not charge a transfer fee for this change.

7.5. Transfer within an Entity

A transfer of interest within a Franchisee entity will not trigger the Right of First Refusal if only the percentage ownership changes rather than the identity of the owners. At the time of the desired transfer of interest within an entity, you must notify us in writing of the name and address of each officer, director, shareholder, member, partner or similar person and their respective ownership interest. Each such person of the Controlled Entity will sign the then-current amendment and release forms or Franchisee Agreement as required by us. We do not charge a transfer fee for this change.

7.6. Right of First Refusal

We do not reserve a right to first refusal.

7.7. Death or Incapacity

A. Definition

The term "incapacity" means a condition that prevents you from reasonably carrying out your duties under this Agreement for thirty (30) consecutive days.

B. Transfer

We may terminate this Agreement unless, within sixty (60) days of your death or incapacity, your executor, personal representative or guardian:

• 1. seeks a transfer of your rights under this Agreement;
• 1. completes the transfer within six (6) months of your death or incapacity;
• 1. pays all monies owed to us, including the transfer fee, and
• 1. signs the then-current transfer and release form

C. New Franchisee

The Transferee(s) must:

• 1. meet the requirements of Section 7.8 entitled Transferee Requirements.
• 1. complete Initial Training, and
• 1. enter into a new Franchise Agreement on the then-current form.

D. Interim Services

An interim operator must meet the Transferee Requirements as defined in Section 7.8 except such interim operator may not enter into a new Franchise Agreement.

Source: Item 22 — CONTRACTS (FDD page 46)