Under what conditions can Intuit terminate the Remax agreement?

Agreement in the event of the occurrence of any of the specific defaults listed in Subsections 13.B., 13.C., and 13.D. below. You acknowledge and agree that the occurrence of any such material default will constitute just and good cause for termination of your rights under this Agreement, or any other franchise agreement between you or your Owners and REMAX Regional and any of our Related Parties, and that our right to terminate this Agreement based on any such material default is reasonable and that such provisions are lawful requirements of this Agreement.

B. IMMEDIATE TERMINATION.

You will be in material default of an essential condition of this Agreement and we have the right to terminate this Agreement effective upon delivery of notice of termination to you and without providing an opportunity to cure, if:

• (1) you and REMAX Regional, acting reasonably and in good faith, have not agreed on a location for the Office within 90 days of the Agreement Date;

• (2) you fail to open the Office and begin business operations in compliance with the terms and provisions of this Agreement within 180 days of the Agreement Date;

• (3) you or your Owner responsible for the Office fails to attend, prior to the opening of the Office or within 30 days of the Agreement Date, whichever is sooner, the RE/MAX Initial Education Program that REMAX, LLC conducts for new franchisees;

• (4) you voluntarily abandon, surrender, transfer control of or lose the right to occupy the Premises, or fail to actively operate the Office, for a period in excess of 5 consecutive business days, unless your failure to do so is caused by fire, flood, earthquake or other similar cause beyond your reasonable control, as more fully set forth in Subsection 15.AA.;

• (5) you or any of your Owners sell, lease, convey, give away, subfranchise, sublicense, pledge, mortgage, assign, transfer, encumber or otherwise dispose of any direct or indirect interest in this Agreement, the Franchise, the assets of the Franchise or Office or any interest in violation of the provisions of Section 12 of this Agreement;

• (6) a voluntary or involuntary petition in bankruptcy is filed by or against you or any of your Owners unless such petition is set aside, withdrawn or ceases to be in effect within 20 days of the date of any such filing;

• (7) you or one of your Owners or the Business Entity is declared or judicially determined to be insolvent or all or a substantial part of your or your Owner's assets are assigned to or for the benefit of any creditor, or you admit your inability to pay your debts as they become due, or a liquidator, trustee in bankruptcy, custodian, receiver, receiver and manager, sheriff, or any other officer with similar powers is appointed temporarily or permanently, either privately or by a court of competent authority for or over you, one of your Owners or over the Business Entity;

• (8) if you are a Business Entity, the Business Entity is seized, taken over or foreclosed by a governmental official in the exercise of its duties, or seized, taken over or foreclosed by a creditor, lien holder or lessor, a final judgment against you remains unsatisfied for 30 days or a levy of execution has been made upon the Business Entity or upon any property used by the Business Entity and it is not discharged within 5 days of such levy;

• (9) your or any of your Owners' real estate license is suspended or revoked by the governing real estate commission; or you or any of your Owners or your or your Owners' spouses or domestic partners, Sales Associates or other persons affiliated with or represented as being affiliated with your Office materially violate laws applicable to real estate brokerage and related activities or are convicted of or plead no contest to any crime or offense or engage in other conduct or activity that REMAX Regional reasonably believes adversely affects or is likely to adversely affect the reputation or image of the Office, other RE/MAX offices or RE/MAX Affiliates, REMAX, LLC, or the goodwill associated with the RE/MAX Marks or the System; or you or any of your Owners engage in any other conduct or activity that is unprofessional, unethical, dishonest or disruptive to the effective operation of the Office;

• (10) you fail to comply with any federal, state or local law applicable to the operation of the Franchise within 10 days after notification of noncompliance from us or any applicable agency;

• (11) you or any of your Owners, or anyone affiliated with your Office, is determined to be in violation of an Anti-Terrorism Law (as defined in Subsection 8.N.) or the FCPA (as defined in Subsection 8.O.), or otherwise violates any provisions of Subsection 8.N. or Subsection 8.O.;

• (12) you or your Owners make any misrepresentation to us, or omit any material information including but not limited to information bearing on your or your Owners' integrity or other qualities of character—in your application for the rights granted by this Agreement or in the financial information provided by you and your Owners;

• (13) you (or if you are an entity, your Owners), your spouse or domestic partner, or any of your Sales Associates (including, but not limited to, your manager or designated or managing broker of record), during the Term, directly or indirectly, as an officer, director, shareholder, member, partner, manager, employee, agent or otherwise, operate, manage, own, have an interest in or become affiliated with in any other way (1) any non-RE/MAX real estate service business; or (2) any other business or enterprise offering products or services that directly or indirectly competes with the products and services offered by RE/MAX offices, REMAX Regional, or any of our Related Parties in violation of Subsection 5.F of this Agreement;

  • (14) you fail to timely comply with the requirements of Subsection 2.E. of this Agreement;

• (15) you or any of your Owners fail on 3 or more separate occasions within any 12 consecutive month period to comply with this Agreement or any mandatory elements of the System we prescribe, regardless of whether such failures to comply happen at the same time or at different times within the 12 consecutive month period, and regardless of whether such failures to comply are corrected after notice is given to you; or

• (16) you or any of your Owners fail to comply with any requirement, obligation (including, if an agreement has expired or terminated, a surviving obligation), term or condition of any other franchise or other agreement between you or your Owners and us or any of our Related Parties, and do not cure such default in accordance with the terms of such other agreement.

C. 10 DAYS NOTICE.

We have the right to terminate this Agreement effective 10 days after providing written notice to you if:

(1) you or your Owners do not pay when due any monies owed to us or REMAX, LLC;

• (2) you or your Owners default under the terms of any promissory note executed in favor of us or REMAX, LLC;
• (3) you or your Owners fail to report to us all Sales Associates affiliated with the Office or any Team Office for any month or fail to comply with any of the other records and reporting requirements set forth in Section 10 of this Agreement; or
• (4) there is a failure to appoint a manager or dispose of an ownership interest upon the death, incompetency or permanent disability of you or an Owner as provided in Subsection 12.E.

This notice will advise you, and you hereby understand and agree, that if the default is not cured within 10 days, this Agreement automatically terminates at the end of such 10 days without further notice from us.

D. 30 DAYS NOTICE.

We have the right to terminate this Agreement effective 30 days after providing written notice to you if:

• (1) you or your Owners fail to meet and maintain your Minimum Agent Count as provided in Section 7 of this Agreement;
• (2) you or your Owners fail to obtain the insurance coverage identified in Subsection 8.D. of this Agreement; or
• (3) you or your Owners fail to comply with any other provision of this Agreement or any standard, procedure, policy, or guideline prescribed by us or REMAX, LLC.

This notice will advise you, and you hereby understand and agree, that if the default is not cured within 30 days, this Agreement automatically terminates at the end of such 30 days without further notice from us.

14. RIGHTS AND OBLIGATIONS OF REMAX REGIONAL AND FRANCHISE OWNER UPON TERMINATION OR EXPIRATION OF THE FRANCHISE OR ABANDONMENT OF THE OFFICE OR TERMINATION OR EXPIRATION OF THE REGIONAL FRANCHISE AGREEMENT BETWEEN REMAX REGIONAL AND REMAX, LLC.

A.

Source: Item 22 — Contracts (FDD pages 108–334)