What happens to a Red Wagon Club licensee's rights upon expiration or termination of the agreement?

• (c) Effect of Expiration or Termination.

Upon the expiration or termination of this Agreement, all Licensee's rights under this Agreement shall immediately terminate, and Licensee must : (i) cease using any Licensed Materials; (ii) remove any and all references to the Marks, the Brand, or the Licensed Materials used in connection with Licensee's Law Firm Business, and (ii) comply with all other reasonable instructions Franchisee or Franchisor gives Licensee.

Licensee further acknowledges and agrees that upon the termination of this Agreement, all of Licensee's rights to the Marks and Licensed Materials shall immediately cease, and Licensee shall have no interest in or right to use any of the Marks or Licensed Materials, Licensee will not in any manner represent that it owns any component of the Marks or Licensed Materials.

Licensee shall execute and deliver to Franchisor an assignment of all rights Licensee might have created in any work, trademark, or other intellectual property right using or including the Marks and/or Licensed Materials together with any goodwill associated therewith.

Notwithstanding the foregoing, Licensee will retain the goodwill in Licensee's Law Firm Business apart from the goodwill associated with the use of the Marks and Licensed Materials.

8. Covenants.

• (a) Non-Competition. During the Term and for a period of 24 months after the expiration or termination of this Agreement, neither Licensee, its affiliates, nor any owner nor any member of the immediate family of Licensee or any owner, shall directly or indirectly:
  • (i) have any interest as a disclosed or beneficial owner in any Competitive Business;
  • (ii) perform services as a director, officer, manager, employee, consultant, lessor, representative, agent, or otherwise for any Competitive Business; or
  • (iii) divert or attempt to divert any business or any customers of any Businesses to any Competitive Business.
  • A "Competitive Business" means (1) any membership-based business that is affiliated with a law firm that provides non-legal services to clients or members (including, but not limited to, training, social events, and seminars); or (2) any businesses granting

franchises or licenses to others to operate the type of businesses specified in subparagraph (1).

During and after the Term, Licensee agrees not to, and to cause Licensee's current and former owners, officers, directors, employees, representatives, affiliates, successors, assigns not to disparage or otherwise speak or write negatively, directly or indirectly, of Franchisee, Franchisor, the Brand, Franchisor's franchisees and licensees, and each of the foregoing entity's owners, directors, managers, officers, employees, or representatives, or take any other action which would, directly or indirectly, subject any of the foregoing to defame, ridicule, scandal, reproach, scorn, or indignity, or which would negatively impact or injure the goodwill of the foregoing.

During and for a period of 12 months after the Term, Licensee agrees not to, and to cause each of Licensee's current and former owners, officers, directors, principals, agents, partners, employees, representatives, affiliates, successors or assigns not to interfere or attempt to interfere with Franchisor's or its affiliates' relationship with any of its franchisees, licensees, lenders, vendors, consultants, or clients.

Source: Item 23 — RECEIPTS (FDD pages 47–142)