Can existing Moes Southwest Grill restaurants compete directly with my Moes Southwest Grill restaurant?

are facilities, (viii) universities, schools, and education facilities, (ix) convention centers, (x) military bases, and (xi) office buildings, business complexes, condominiums, dormitories, other high-density locations, and other similar non-restaurant locations. "Delivery Kitchens" include kitchens devoted to the preparation of products or Approved Products (often referred to as ghost, dark, or cloud kitchens), which may use the Marks and may deliver to customers located anywhere.

We may negotiate with you your Area of Protection. The size and scope of the Area of Protection will be in the Franchise Agreement and will be determined on a case-by-case basis. The factors that we consider in determining the size of an Area of Protection include current and projected market demand, demographics and population based on our research and experience, median household income, presence of other businesses, location of competitors, traffic patterns, access and visibility, location of other Restaurants, our future development plans and other market conditions. However, there is no minimum Area of Protection for a Restaurant, if we grant you one.

If we do not grant you an Area of Protection, you will not receive a protected territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.

If the Accepted Location is not known when you sign the Franchise Agreement, we will designate the Area of Protection once we authorize a location for the Restaurant and the Accepted Location and Area of Protection will be documented when we accept the location. If the Accepted Location is known when you sign the Franchise Agreement, the Franchise Agreement will specify the Accepted Location for your Restaurant and the Area of Protection.

If you default under the Franchise Agreement and fail to cure the default in the applicable cure period (if any), we have the right to reduce or eliminate your Area of Protection, in addition to our other remedies. Except for as described in the previous sentence, the Area of Protection may not be altered before the expiration or termination of the Franchise Agreement. Your territorial protection is not dependent on achievement of a certain sales volume, market penetration or other factors, other than compliance with the Franchise Agreement.

Rights Outside of the Area of Protection

Except for catering services and delivery services that we may allow or require, you may only sell Approved Products at retail to customers who are physically present at your Accepted Location. You may not sell Goods through the Internet or using any channel of distribution other than your Restaurant without first obtaining our written consent.

We require you to provide catering services and delivery services, and you must do so in accordance with any restrictions and guidelines that we may establish in the Manuals or otherwise in writing. You may only provide delivery services through a TPS that we approve or designate. If a TPS is unavailable to provide delivery services for your Restaurant, you may not be required to offer delivery services, subject to our written approval. We, our affiliates, and our other franchisees may provide catering and delivery services anywhere, including near your Restaurant. We retain the right to revise and/or make exceptions to our catering and delivery policies as they apply to you and our other franchisees.

Our Reserved Rights Under the Franchise Agreement

Under the Franchise Agreement, we and our affiliates retain all the rights that we do not specifically grant to you. Among the rights that we and our affiliates retain are the following (the following list is only for purposes of illustration and is not meant to limit our rights):

• (i) If we do not grant you an Area of Protection, we and/or our affiliates may establish or license franchises and/or company-owned businesses offering products or services that are similar or identical to the Approved Products using the System or elements of the System under the Proprietary Marks or any other marks anywhere, including near your Accepted Location.
• (ii) If we have granted you an Area of Protection, we and/or our affiliates may establish or license franchises and/or company-owned businesses offering products or services that are similar or identical to the Approved Products using the System or elements of the System under the Proprietary Marks or any other marks anywhere outside of the Area of Protection or in Captive Audience Locations inside or outside the Area of Protection.
• (iii) We and/or our affiliates may, whether inside or outside any Area of Protection, produce and/or sell Approved Products or any other products or services, and authorize others to produce and/or sell Approved Products or any other products or services, using the Proprietary Marks, the System, and any other marks and/or systems we desire through any alternative channel of distribution located anywhere, including to and through (a) supermarkets, convenience stores, club stores, and other retail facilities not dedicated to the sale of the Approved Products, (b) mail order and e-commerce channels, and (c) Delivery Kitchens.

Source: Item 12 — Territory (FDD pages 68–72)