employees having access to Confidential Information. Franchisor has the right to regulate the form of agreement that Franchisee uses and to be a third-party beneficiary of that agreement with independent enforcement rights.

8.B. NON-DISPARAGEMENT.

Franchisee agrees not to (and to use Franchisee's best efforts to cause Franchisee's current and former owners, officers, directors, agents, partners, employees, representatives, attorneys, spouses, affiliates, successors, and assigns not to) (i) disparage or otherwise speak or write negatively, directly or indirectly, of Franchisor, its affiliates, any of Franchisor's or its affiliates' directors, officers, employees, representatives or affiliates, the "Red Wagon Club" brand, the System, any Business, any business using the Marks, or (ii) take any other action which would, directly or indirectly, subject the "Red Wagon Club" brand to ridicule, scandal, reproach, scorn, or indignity, or which would negatively impact the goodwill of Franchisor or the "Red Wagon Club" brand.

9. SYSTEM STANDARDS.

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;

Source: Item 22 — CONTRACTS (FDD page 47)