What constitutes a violation that could lead to termination of the Pearce Bespoke franchise agreement?

raining. There will be no transfer fee payable for transfers to immediate family members (i.e.: spouse or children).

15. FRANCHISOR'S TERMINATION RIGHTS

A. Grounds.

Franchisee will be in default, and Franchisor may, at its option, terminate this Agreement, as provided herein, if:

• (1) Franchisee fails to open and commence operations of the Pearce Bespoke Franchise at such time as the premises are ready for occupancy or within three (3) months of the execution of this Agreement, whichever occurs first;
• (2) Franchisee violates any material provision or obligation of this Agreement;
• (3) Franchisee or any of its managers, directors, officers, or majority shareholders are convicted of, or plead guilty to or no contest to (a) a charge of violating any law which at Franchisor's sole discretion, adversely impacts upon the reputation of the franchised business or (b) any felony;
• (4) Franchisee fails to conform to the material requirements of the Business System or the material standards of uniformity and quality for the products and services Franchisor has

established in connection with the Business System;

• (5) Franchisee fails to timely pay Royalty Fees, Marketing, Technology or Advertising Fees, buying group (inventory) obligations or any other fees, obligations or liabilities due and owing to Franchisor or fails to timely pay any advertising cooperative obligations;
• (6) Franchisee is insolvent within the meaning of any applicable state or federal law;
• (7) Franchisee makes an assignment for the benefit of creditors or enters into any similar arrangement for the disposition of its assets for the benefit of creditors;
• (8) Franchisee voluntarily or otherwise "abandons" (as defined below) the franchised business or fails to operate the business for a period of seven (7) consecutive days without Franchisor's prior written approval. The term "abandon" means Franchisee's failure to operate the Pearce Bespoke Franchise during regular business hours for a period of ten (10) consecutive days without Franchisor's prior written consent unless such failure is due to an act of God, war, strikes, or riots;
• (9) Franchisee is involved in any act or conduct which at Franchisor's sole discretion, materially impairs the goodwill associated with the name "Pearce Bespoke" or any of the Marks or the Business System;
• (10) Franchisee defaults in any other agreement with Franchisor, its subsidiaries or affiliates, and does not cure such default in accordance with the terms of such other agreement;
• (11) Franchisee receives frequent and/or severe complaints from customers and/or employees concerning the Pearce Bespoke Franchise. Frequent shall mean there (3) or more different customer complaints with respect to the Pearce Bespoke Franchise in any twelve (12) month period, whether or not resolved;
• (12) After curing a default, engages in the same default within a twelve (12) month period whether or not this default is corrected after notice; or, within any twenty-four (24) month period, engages in four (4) separate defaults, whether or not these defaults are cured after notice;
• (13) Franchisee fails to fully cooperate and timely complete any audit or mandatory survey requested by Franchisor;
• (14) Franchisee violates the in-term covenant not to compete;
• (15) Franchisee makes any unauthorized use, disclosure or duplication of any portion of the Manuals or duplicates, discloses or makes any unauthorized use of any Confidential Information provided to Franchisee by Franchisor;
• (16) Fails to pay any fee charged in lieu of termination.

B. Procedure.

Except as described below, Franchisee will have thirty (30) days, or such longer period as applicable law may require, after its receipt from Franchisor of a written Notice of Termination within which to remedy any default hereunder, and to provide evidence thereof to Franchisor.

Source: Item 22 — CONTRACTS (FDD page 39)