9.A. COMPLIANCE WITH SYSTEM STANDARDS.

Franchisee acknowledges and agrees that operating and maintaining Franchisee's RWC Business according to System Standards is essential to preserve the goodwill of the Marks and all Businesses. Therefore, Franchisee agrees at all times to operate and maintain Franchisee's RWC Business according to all of Franchisor's System Standards, as Franchisor periodically modifies and supplements them, even if Franchisee believes that a System Standard is not in the System's or Franchisee's best interests. Although Franchisor retains the right to establish and periodically modify System Standards, Franchisee's Operating Principal is solely responsible for the management and operation of Franchisee's RWC Business and for implementing and maintaining System Standards at Franchisee's RWC Business.

As examples, and without limitation, System Standards may regulate any one or more of the following, in addition to the items described in Sections 9.B through 9.I below:

• (1) the services and products sold to Members by Franchisor or its affiliates, including the form and substance of any Event (as defined in Section 9.C);
  • (2) the form of Membership Agreement;
  • (3) Member billing and collections services;
• (4) the solicitation of Members (and Member representatives), including the denial of solicitation of any Member (or any Member representative);
• (5) sales, marketing, advertising, and promotional campaigns, and other national, regional or location marketing programs, and materials and media used in these programs;
• (6) use and display of the Marks at Franchisee's RWC Business and on uniforms, labels, forms, paper, products, and other supplies;
• (7) the Operations Manual, including all policies therein, as changed by Franchisor from time to time;
  • (8) Member service standards and policies;
• (9) product and service development programs, including participation in market research and testing;
• (10) accepting designated forms of payment (and their underlying payment systems) and check verification services;
• (11) bookkeeping, accounting, data processing, and recordkeeping systems and forms; formats, content, and frequency of reports to Franchisor of sales, revenue, financial performance, and condition; and/or
• (12) any other aspects of operating and maintaining Franchisee's RWC Business that Franchisor determines to be useful to preserve or enhance the efficient operation, image, or goodwill of the Marks, and the System.

Franchisee agrees that the System Standards Franchisor prescribes in the Operations Manual, or otherwise communicate to Franchisee in writing or another tangible form (for example, via a System extranet or website), are part of this Agreement as if fully set forth within its text. All references to this Agreement include all System Standards as periodically modified.

9.B. VARIATION AND MODIFICATION OF SYSTEM STANDARDS.

Franchisee acknowledges that complete and detailed uniformity might not be possible or practical under varying conditions, and that Franchisor specifically reserves the right (as Franchisor considers best, in its sole discretion) to vary System Standards for any franchise owner based on the peculiarities of any condition that Franchisor considers important to that franchise owner's successful operation. Franchisor may choose not to authorize similar variations or accommodations to Franchisee or other franchise owners. Franchisor may also permit variations in the System Standards (as Franchisor considers best, in its sole discretion) between Businesses owned by Franchisor and Businesses owned by franchisees.

Franchisor may periodically modify System Standards. These modifications may obligate Franchisee to invest additional capital in Franchisee's RWC Business and/or incur higher operating costs. Franchisee agrees to implement any changes in System Standards within the time period Franchisor requires, whether they involve refurbishing or remodeling the Office, buying new Operating Assets, adding new products and services, adding personnel, or otherwise modifying the nature of Franchisee's operations, as if they were part of this Agreement as of the Effective Date.

Any unapproved variations from the System Standards will potentially result in termination of this Agreement, unless such variations have been previously communicated to and approved by Franchisor in writing in accordance with Section 9.D., below.

9.C. APPROVED PRODUCTS AND SERVICES.

To ensure that Franchisor's standards and specifications of quality, service, and system development are maintained, Franchisee must operate Franchisee's RWC Business in strict conformity with this Agreement and the methods, standards, specifications, and sources of supply that are designated in the Operations Manual. All products and services sold to Members by Franchisee in connection with Franchisee's RWC Business and other franchisees will be provided by Franchisor and its affiliates.

Source: Item 22 — CONTRACTS (FDD page 47)