What policies and procedures must Red Wagon Club Business personnel be aware of?

Your RWC Business will operate under the "Red Wagon Club" service mark and other trademarks, service marks, logos, and commercial symbols that we periodically authorize (the "Marks") at a location approved by us (the "Office"). RWC Businesses will offer the products and services we authorize, and use our distinctive business formats, business system, methods, procedures, signs, designs, layouts, standards, specifications, and the Marks, all of which we may periodically improve, further develop, or otherwise modify (collectively, the "System").

To acquire a franchise for an RWC Business, you must enter into a Franchise Agreement (the "Franchise Agreement"), which is attached as Exhibit A to this Disclosure Document. The Franchise Agreement, along with our franchisee policy manual(s) (the "Operations Manual"), which we may modify as we see fit, govern the development and operation of your RWC Business. Under the Franchise Agreement, you must also enter into a Sublicense Agreement with the Affiliate Law Firm Business (the "Sublicense Agreement"), which is attached as Exhibit B to this Disclosure Document, under which you will license to the Affiliate Law Firm Business limited rights for it to use certain of our confidential information and certain intellectual property in connection the operation of the Affiliate Law Firm Business.

Licensee acknowledges and agrees that Franchisee has provided, or will make available, to Licensee access to Franchisor's manual for the operation of franchised Red Wagon Club™ businesses (as modified, amended, and revised by the Franchisor, the "Operations Manual").

For purposes of this Agreement, the Operations Manual is considered part of Franchisor's Confidential Information (as defined in Section 6), and thus, it must protect the Operations Manual from improper use and disclosure as described in Section 6 herein.

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.

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.

In consideration for the license to use the Marks and Licensed Materials, and for the benefit of Franchisee's RWC Business, Licensee agrees to spend a minimum of $10,000 on local advertising during each calendar month of the Term (the "Local Advertising Requirement") to promote Franchisee's RWC Business and/or Licensee's Law Firm Business. All advertising materials relating to Franchisee's RWC Business or otherwise containing or making reference to the Licensed Materials or the Brand must be approved in writing by Franchisor before being used.

Throughout the Term, Licensee must carry commercially reasonable professional liability insurance for the Licensee's Law Firm Business. Licensee must also, at its expense, comply with any other insurance coverages requirements set forth in Franchisor's Operations Manual from time to time.

Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 38–44)