What is the relationship between the Mr. Sandless franchisee and the Company regarding the 'Proprietary Marks'?

, enforceability or application of such laws or regulations in any action, hearing or proceeding relating to this Agreement or the termination of this Agreement.

23. YOUR OBLIGATIONS UPON TERMINATION

23.1 Your Obligations

Upon termination or expiration of this Agreement, you shall:

• 23.1.1 Promptly pay to us any sums due and owing, and to other persons or entities sums which may result in a claim of liability to us;

• 23.1.2 Immediately cease using the Proprietary Marks, Copyrights and Confidential Information and refrain from referencing any past association with us;

• 23.1.3 Immediately discontinue all advertising under the names "Mr. Sandless" or any similar name, and (iii) de-identify the service vehicle(s) and any office location;

• 23.1.4 Promptly take such action as may be required to cancel all registrations relating to the use of any of the Proprietary Marks, including, but not limited to, any electronic address, domain name, search engine or website that associates you with us, the Business or the Proprietary Marks (if we allowed you to establish same), as well as any trade name or assumed name registrations, and will not directly or indirectly at any time or in any manner identify any premises or any business as a franchise, or yourself as a franchisee, of ours; and you shall not, in any manner or for any purpose, use any of the Proprietary Marks or any colorable imitation thereof You shall notify the telephone company and all listing agencies of the termination or expiration of your right to use any telephone number and any classified or other telephone directory listings associated with such names and to authorize the transfer of same to us or our new franchisee. You acknowledge that, as between us and you, we have the sole rights to and interest in all , social media accounts, electronic mail addresses, telephone numbers, and other listings associated with the Proprietary Marks. You will provide us, on execution, with an undated assignment of the telephone number to us, in the form annexed hereto as Attachment 5;

• 23.1.5 If directed by us, promptly make such changes and modifications in your business methods, business facility, and otherwise as we direct so as to effectively distinguish your business from any appearance as a Mr. Sandless Business;

• 23.1.6 Promptly destroy or surrender to us, at your expense, all signs, stationery, letterhead, forms and other printed materials containing any of the Proprietary Marks or any other similar name or mark;

• 23.1.7 Promptly return to us, at your expense, the Operations Manual and other materials provided by us or containing Confidential Information or Trade Secrets, or other information which relates to the System or the operation of the Business, including but not limited to computer files, customer data, programs and other materials provided to you by us;

• 23.1.8 Maintain all books, records and reports we require for a period of not less than one (1) year, and permit us to inspect such documents at any time during such year;

• 23.1.9 Deliver to us a complete list of all persons employed by you during the three (3) years immediately preceding termination or expiration of this Agreement, together with all employment files for each person on the list;

• 23.1.10 Provide us, within thirty (30) days after the effective date of termination or expiration of this Agreement, evidence satisfactory to us of your compliance with the foregoing obligations;

• 23.1.11 Comply with all provisions of this Agreement that by their nature survive the termination or expiration of this Agreement; and

• 23.1.12 Execute from time to time any necessary papers, documents and assurances to effectuate the intent of this Article 23.

23.2 Security Interest in Personal Property

We shall have a security interest in any equipment, supplies and other personal property on the site, as described in Section 28 below.

23.3 Option to Purchase Personal Property

We or our assignee also have the option, but are not obligated, to purchase any personal property used in connection with operation of your Business by providing you written notice of our election within thirty (30) days after termination or expiration of this Agreement and paying you the book value for such personal property within thirty (30) days of such notice. For purposes of this Section, "book value" means the amount you actually paid for the personal property less depreciation (calculated by using the straightline depreciation method on a five (5) year depreciation schedule irrespective of the depreciation method or schedule you use for accounting purposes). Notwithstanding the foregoing, to the extent that we exercise our right to purchase any personal property that is subject to a lease or finance agreement, the purchase price of such personal property shall equal the amount of your remaining obligations under the lease or finance agreement, as applicable. We shall be entitled to offset the purchase price by the amount of money owed by you to us for any payments necessary to acquire clear title to property or for any other debt.

Source: Item 22 — CONTRACTS (FDD page 42)