to you for violations by other Franchised Businesses of our policies on out-of-Territory sales and services.

C. Reserved Rights

Franchisor specifically reserves all rights not expressly granted to Franchisee in this Agreement. Without limiting the generality of the preceding sentence, Franchisor has the right to:

• 1. Own, acquire, establish, operate, and license others to establish and operate businesses like the Franchised Business or substantially similar to the Franchised Business, whether under the Marks or other proprietary marks outside the Territory.
• 1. Acquire a system of Competitive Businesses (as defined herein) with units located within the Territory or outside the Territory, subject to the provisions of this Agreement.
• 1. Establish or license another to establish a Punch King Fitness Model Concept, including but not limited to a storefront, brick and mortar, co-branded, pop-up, virtual, or mobile outlets that are different than the Franchised Business Model Concept within or outside the Territory under the Punch King Fitness Marks or other marks, trademarks, or services.
• 1. Sell or franchise others to sell the services and products authorized for Punch King Fitness Franchised Business using the Marks or other trademarks, service marks, and commercial symbols through alternate channels of distribution, venues, sites, or Model Concepts other than the Model Concept of the Franchised Business (including but not limited to storefront, brick, and mortar, co-branded, pop-up, virtual, or mobile outlets, joint marketing with partner companies, direct mail, catalog sales, internet sites, and co-branding strategies, pursuant to such terms and conditions as Franchisor deems appropriate.
• 1. Franchisor, its affiliates, or a franchisee or licensee may advertise, promote, market, or sell goods or services using the Marks over the Internet, the world wide web, or any other electronic network.

TERM AND RENEWAL

A. Initial Term

Except as otherwise provided, the term of this Agreement shall be for a period of 10 years commencing on the date set forth on the cover hereof.

B. Renewal

Upon the expiration of the initial term or any renewal term hereof, Franchisee may, at its option, renew this Agreement for an additional term of 10 years (the "Successor Franchise"), provided that at the end of each term:

• 1. Franchisor is still offering Franchises at the time of each renewal period;
• 2. Franchisee has given Franchisor written notice of its election to renew not less than six (6) months, but not more than one (1) year, prior to the end of the preceding term;
• 3. Franchisee is not in default under any provision of this Agreement, any amendment or successor thereto, or any other agreement or instrument between Franchisee and Franchisor or its affiliates, approved suppliers of the System, and had substantially complied with all of the terms and conditions of all such agreements during the then-current terms;
• 4. Franchisee has access to and the right to remain in possession of the Site or a suitable substitute location approved by Franchisor and meets Franchisor's then-current specifications and standards, for the entire term of the Successor Franchise.
• 5. Franchisee shall refurbish the Franchised Business to conform to the then-current trade dress, color schemes, and presentation of the Marks and Systems Standards;

Source: Item 22 — CONTRACTS (FDD pages 56–215)