How should a Southern Steer franchisee treat the Brand Manual?

ess Judgment and will not fundamentally alter Franchisee status and rights under this Agreement. Specifications, standards, and procedures prescribed from time to time by Franchisor in the Brand Manual, or otherwise communicated to Franchisee in writing, will constitute provisions of this Agreement as if fully set forth herein The Franchisee covenants and agrees that the Franchisee will at all times comply with the terms of the Brand Manual. The Franchisor will provide Franchisee with access to the Brand Manual electronically, or on a secure Internet webpage (Intranet), or by another method reasonably adopted by the Franchisor. The Franchisee will at all times keep its copy of the Brand Manual current and up-to-date, and in the event of any dispute regarding the Brand Manual, the terms of the master copy of the Brand Manual maintained by the Franchisor will be controlling in all respects.

• 11.2. Changes To Brand Manual And System. Franchisee understands and agrees that due to changes in competitive circumstances, presently unforeseen changes in the needs of customers and/or presently unforeseen technological and other innovations, the System may change to best serve the interests of Franchisor, Franchisee, other franchisees and licensees and the System. Accordingly, Franchisee expressly understands and agrees that Franchisor may from time to time, in its sole discretion, (a) change the components of the System; (b) delete, add to, or otherwise modify the Food, Beverages and Products and other food, food items, equipment, FF&E and services which the Southern Steer Business is authorized to offer or use; (c) change, improve or modify the Marks; and (d) delete, add to or otherwise modify the Brand Manual. Franchisee may be notified of such changes by any method, including but not limited to, e mail, posting the changes to an Intranet, mail, teleconference or facsimile. Franchisee will be responsible for any updates and changes set out in the Brand Manual, and will modify its operations of the Southern Steer Business to implement all such required changes, additions and supplements reflected in the Manual at Franchisee cost within the time period specified by Franchisor.
• 11.3. Ownership of Brand Manual. Franchisee hereby acknowledge that the Brand Manual is loaned to Franchisee and will at all times remain the sole and exclusive property of Franchisor. Franchisee is prohibited from making copies of or otherwise disseminating the Brand Manual. The Franchisee will not use the Brand Manual, or any information contained therein for any purpose other than the operation of the Franchisee's Southern Steer Business. Upon expiration or termination of this Agreement for any reason whatsoever, Franchisee will forthwith return all copies of the Brand Manual which Franchisee may have to Franchisor.
• 11.4. Confidentiality of Manual. The Franchisee will treat the Brand Manual and any other manuals created for or approved for use in the operation of the Franchisee's Southern Steer Business as Confidential Information. The Franchisee will use all reasonable means to keep the contents of the Brand Manual secret and will only grant access to the Brand Manual to those employees who must use the Brand Manual in the performance of their employment duties in the Franchisee's Southern Steer Business.

12. MARKETING, ADVERTISING AND PROMOTION

12.1. Grand Opening Marketing. Within 90 days of the opening of Franchisee's Southern Steer Business to the general public, Franchisee will spend a minimum of $15,000 on grand opening marketing, advertising and promotions for the Southern Steer Business in accordance with the Brand Manual. Within 30 days of Franchisor's request, Franchisee will provide Franchisor with an accurate accounting (in the form prescribed by Franchisor) of Franchisee expenditures for grand opening marketing, advertising and promotion. All expenditures for grand opening marketing, advertising and promotion will be in addition to Franchisee's other marketing, advertising and promotion obligations under this Agreement.

• 12.2. Local Marketing Requirements. Franchisee acknowledges that local marketing and promotion is required to advise the public of Franchisee's Southern Steer Business. Beginning the first month after Franchisee's Required Opening Date and continuing for each Calendar Year of the Initial Term and any Interim Period, Franchisee will spend a minimum of 1% of Franchisee's annual Gross Revenues for marketing, sales and promotion of Franchisee's Southern Steer Business in accordance with the Brand Manual ("Local Marketing Requirement"). Franchisee is prohibited from engaging in marketing, sales and promotional activities for Franchisee's Southern Steer Business outside the Protected Area without Franchisor's prior written approval.
• 12.3. Local Advertising Cooperative Fee.

Source: Item 22 — ITEM. 22 CONTRACTS (FDD pages 61–168)