Common use of DUTIES OF FRANCHISOR Clause in Contracts

DUTIES OF FRANCHISOR. 3.1 In order to assist Franchisee in the establishment of the Conversion Center and during the operation of the Conversion Center, the Franchisor shall be obligated to perform the following duties on behalf of the Franchisee: A. Provide a pre-Conversion training program at Franchisor's training facilities for Franchisee at no cost to Franchisee. Franchisor may, in its sole discretion, make additional training programs, workshops, and/or seminars available to Franchisee and to Franchisee's personnel as the Franchisor deems appropriate. All training provided by the Franchisor shall be subject to the terms set forth in Section 5.2 of this Agreement, and shall be at such times and places as may be designated by the Franchisor (except for on-site training). B. Provide telephonic consultation and advisory assistance with respect to the selection of insurance programs, underwriting, placement, insurance company representation, techniques in sales, financial and agency management. C. Upon the commencement of Franchisee's pre-Conversion training program, the Franchisor shall loan to Franchisee for the term of this Agreement and any renewal hereof one (1) copy of the Confidential Operating Manual ("Manual"), as more fully described in Article VII hereof. D. Provide Conversion Franchisee with sample letterhead, envelopes, business cards, ad slicks and other similar promotional materials to promote the change in affiliation to a "DCAP INSURANCE" Center. In addition, Franchisor will review and approve in advance all proposed advertising and materials prepared by Franchisee for use in local advertising in accordance with the procedures set forth in Article IX hereof. E. The Franchisor may, from time to time, offer to Conversion Franchisee at no charge bulletins on improvements and developments in management techniques and business and operational procedures. F. The Franchisor shall provide Conversion Franchisee with access to Franchisor's insurance carriers for the purpose of placing policies for Conversion Franchisee's existing and new clients. G. If Conversion Franchisee so elects and Franchisor agrees to do so, Franchisor may supervise the renovation of Conversion Franchisee's Center. If this occurs, Conversion Franchisee shall pay the determined amount upon execution of this Agreement. 3.2 The Franchisor may, at its option, offer to Franchisee, at an additional cost, an income tax preparation program. This program will be administered by Franchisor on Franchisee's behalf. The cost of such program shall be determined by Franchisor from time to time.

DUTIES OF FRANCHISOR. 3.1 In order 3.1. Prior to assist Franchisee the date of opening of the Restaurant, if the Restaurant is Franchisee's first restaurant operating under the System, Franchisor shall make available to Franchisee, or Franchisee's "Operator" (as defined in Section 6.2 hereof), and Franchisee's initial management employees and restaurant crew (as such personnel positions are defined in the establishment Manual), an initial training program at a location designated by Franchisor. If, however, Franchisee or Franchisee's Operator owns, or has an ownership interest in, another restaurant operating under the System, Franchisee shall be required to provide an initial training program to such persons, in accordance with Franchisor's specifications, and subject to Franchisor's review and approval of such training. If the Conversion Center and during Restaurant is Franchisee's first restaurant operating under the operation of the Conversion CenterSystem, the Franchisor shall be obligated responsible for the cost of certain instruction and materials related to perform the following duties on behalf initial training of the Franchisee: A. Provide a pre-Conversion training program at Franchisor's training facilities for Franchisee at no cost to Franchisee. Franchisor may, in its sole discretion, make additional training programs, workshops, and/or seminars available to Franchisee and to or Franchisee's personnel as the Franchisor deems appropriate. All training provided by the Franchisor shall be Operator, subject to the terms set forth in Section 5.2 Sections 6.3 and 6.4 of this Agreement. Franchisee shall be responsible for the cost of training its management and crew. Franchisor shall make available such other ongoing training as it may, from time to time, deem appropriate. 3.2. Franchisor shall make available, at no charge to Franchisee, prototypical plans and specifications for the construction of a standard Wendy's restaurant and for the exterior and interior design and layout, fixtures, furnishings, equipment, and signs. Franchisee shall be adapt, at Franchisee's expense, the prototypical plans and specifications to the Approved Location, subject to Franchisor's approval, as provided in Section 5.2.B hereof, except that Franchisor will not unreasonably withhold approval of special plans and specifications, prepared at Franchisee's expense, when the Approved Location will not accommodate Franchisor's prototypical plans and specifications, provided that such times plans and places as may be designated by the Franchisor (except for on-site training)specifications conform to Franchisor's general design criteria. B. Provide telephonic consultation 3.3. Franchisor shall conduct, as it deems advisable, periodic inspections of the Restaurant and advisory assistance the Restaurant premises during the period of construction and improvement to determine whether Franchisee is complying with respect the approved plans and specifications for the Restaurant. 3.4. Franchisor shall inspect and approve the Restaurant for opening prior to the selection opening of insurance programs, underwriting, placement, insurance company representation, techniques in sales, financial and agency managementthe Restaurant. Franchisee shall not commence operation of the Restaurant until receiving such approval from Franchisor. C. Upon the commencement of Franchisee's 3.5. Franchisor shall provide, as Franchisor deems advisable, pre-Conversion training programopening and opening supervision and assistance, which may include, at Franchisor's sole discretion, having a representative of Franchisor present at the opening of the Restaurant. 3.6. Franchisor shall loan to Franchisee for the term of this Agreement and any renewal hereof provide Franchisee, on loan, one (1) copy of the Confidential Operating Manual. The Manual ("Manual")shall be deemed to include a multi-volume manual describing Franchisor's operating standards, as more fully described in Article VII hereofwell as bulletins, updates, revisions, policy statements and amendments thereto, which may be issued by Franchisor from time to time. D. Provide Conversion 3.7. Franchisor shall provide to Franchisee with sample letterhead, envelopes, business cards, ad slicks and other similar promotional materials to promote the change in affiliation to a "DCAP INSURANCE" Center. In addition, Franchisor will review and approve in advance all proposed advertising and materials prepared by Franchisee an initial set of reporting forms for use in local advertising in accordance with the procedures set forth in Article IX hereof. E. The operation of the Franchised Business. Franchisor may, from time to time, offer to Conversion Franchisee at no charge bulletins on improvements and developments in management techniques and business and operational procedures. F. The Franchisor shall provide Conversion Franchisee with access to Franchisor's insurance carriers for the purpose of placing policies for Conversion Franchisee's existing and new clients. G. If Conversion Franchisee so elects and Franchisor agrees to do so, Franchisor may supervise the renovation of Conversion Franchisee's Center. If this occurs, Conversion Franchisee shall pay the determined amount upon execution of this Agreement. 3.2 The Franchisor may, at its option, offer make available to Franchisee, at an Franchisee's expense, additional costforms and standardized reporting and bookkeeping systems, an income tax preparation including computer software and electronic data transmission systems for point of sale reporting. 3.8. Franchisor shall conduct, and may authorize others to conduct, as it deems advisable, periodic inspections of the Restaurant, and evaluations of the products sold and services rendered by the Franchised Business. 3.9. Franchisor shall provide, as it deems advisable, periodic and continuing advisory assistance to Franchisee as to the operation, merchandising, and promotion of the Restaurant. 3.10. Franchisor shall have the right to review and approve or disapprove all advertising and promotional materials which Franchisee proposes to use, pursuant to Section 11.7 hereof. 3.11. Franchisor or its designee shall maintain a system-wide advertising program. This program will be , administered by The Wendy's National Advertising Program, Inc. ("WNAP"), to the extent required and as specifically set forth in Section 11 hereof. 3.12. Franchisor on may make available to Franchisee's behalf. The cost of such program shall be determined by Franchisor , from time to time, bulletins, brochures, and reports regarding the System, and operations under the System.

DUTIES OF FRANCHISOR. 3.1 In order to assist Franchisee in the establishment of the Conversion Center and during the operation of the Conversion Center, the A. Franchisor shall be obligated to perform the following duties on behalf of the Franchisee: A. Provide a pre-Conversion provide an initial training program at Franchisor's training facilities for Franchisee at no cost to Franchisee. Franchisor may, in its sole discretion, make additional training programs, workshops, and/or seminars available to Franchisee and to either Franchisee's personnel Operating Principal or Operating Designee (as the Franchisor described herein) and up to four (4) of Franchisee's managers, and shall make available such other training programs as it deems appropriate. All training provided by the Franchisor shall be subject to the terms set forth in Section 5.2 V.F. of this Agreement, and . B. Franchisor shall be at provide such times and places as may be designated by the Franchisor (except for on-site training). B. Provide telephonic consultation pre-opening and opening supervision and assistance (which may include, at Franchisee's expense, an opening crew as described in Section V.E. hereof) as Franchisor deems advisable, subject (as to timing) to the availability of personnel. Franchisor shall provide such continuing advisory assistance with respect to Franchisee in the selection operation of insurance programs, underwriting, placement, insurance company representation, techniques in sales, financial and agency managementthe franchised business as Franchisor deems advisable. C. Upon the commencement of Franchisee's pre-Conversion training program, the Franchisor shall loan to Franchisee for the term of this Agreement and any renewal hereof one (1) copy of the Confidential Operating Manual ("Manual"), as more fully described in Article VII hereof. D. Provide Conversion Franchisee with sample letterhead, envelopes, business cards, ad slicks and other similar promotional materials to promote the change in affiliation to a "DCAP INSURANCE" Center. In addition, Franchisor will review and approve in advance all proposed advertising and materials prepared by Franchisee for use in local advertising in accordance with the procedures set forth in Article IX hereof. E. The Franchisor maymake available, from time to time, offer research data relating to Conversion merchandising, marketing, and advertising; and, at Franchisee's expense, promotional materials for local advertising by Franchisee. Franchisor shall have the right to review and approve or disapprove all advertising and promotional materials which Franchisee at no charge bulletins proposes to use, pursuant to Section X.D. hereof. D. Franchisor shall provide Franchisee, on loan, one copy (or such other number as Franchisor deems appropriate) of the Confidential Manual of Operating Data. The Confidential Manual of Operating Data shall consist of a Food & Beverage Manual, Operations Manual, Managers' Training Manual, Employee and Management Training Guide, and an Equipment and Design Specifications Book (collectively the "MOD Manual"). E. Franchisor shall provide to Franchisee, from time to time as Franchisor deems appropriate, advice and written materials concerning techniques of managing and operating the franchised business, including new developments and improvements in restaurant equipment, food products, packaging and developments in management techniques and business and operational procedurespreparation. F. The Franchisor shall provide Conversion Franchisee with access seek to Franchisor's insurance carriers for maintain the purpose high standards of placing policies for Conversion Franchisee's existing quality, appearance and new clientsservice of the System, and to that end shall conduct, as it deems advisable, inspections of the Restaurant franchised hereunder, and evaluations of the products sold and services rendered therein. G. If Conversion Franchisee so elects and Franchisor agrees to do so, Franchisor may supervise the renovation of Conversion Franchisee's Center. If this occurs, Conversion Franchisee shall pay the determined amount upon execution of this Agreement. 3.2 The Franchisor may, at its option, offer to Franchisee, at an additional cost, an income tax preparation program. This program will be administered by Franchisor on Franchisee's behalf. The cost of such program shall be determined by Franchisor from time to time.

DUTIES OF FRANCHISOR. 3.1 In order 3.1. Prior to assist Franchisee the date of opening of the Restaurant, if the Restaurant is Franchisee's first restaurant operating under the System, Franchisor shall make available to Franchisee, or Franchisee's "Operator" (as defined in Section 6.2 hereof), and Franchisee's initial management employees and restaurant crew (as such personnel positions are defined in the establishment Manual), an initial training program at a location designated by Franchisor. If, however, Franchisee or Franchisee's Operator owns, or has an ownership interest in, another restaurant operating under the System, Franchisee shall be required to provide an initial training program to such persons, in accordance with Franchisor's specifications, and subject to Franchisor's review and approval of such training. If the Conversion Center and during Restaurant is Franchisee's first restaurant operating under the operation of the Conversion CenterSystem, the Franchisor shall be obligated responsible for the cost of certain instruction and materials related to perform the following duties on behalf initial training of the Franchisee: A. Provide a pre-Conversion training program at Franchisor's training facilities for Franchisee at no cost to Franchisee. Franchisor may, in its sole discretion, make additional training programs, workshops, and/or seminars available to Franchisee and to or Franchisee's personnel as the Franchisor deems appropriate. All training provided by the Franchisor shall be Operator, subject to the terms set forth in Section 5.2 Sections 6.3 and 6.4 of this Agreement. Franchisee shall be responsible for the cost of training its management and crew. Franchisor shall make available such other ongoing training as it may, from time to time, deem appropriate. 3.2. Franchisor shall make available, at no charge to Franchisee, prototypical plans and specifications for the construction of a standard Wendy's restaurant and for the exterior and interior design and layout, fixtures, furnishings, equipment, and signs. Franchisee shall be adapt, at Franchisee's expense, the prototypical plans and specifications to the Approved Location, subject to Franchisor's approval, as provided in Section 5.2.B hereof, except that Franchisor will not unreasonably withhold approval of special plans and specifications, prepared at Franchisee's expense, when the Approved Location will not accommodate Franchisor's prototypical plans and specifications, provided that such times plans and places as may be designated by the Franchisor (except for on-site training)specifications conform to Franchisor's general design criteria. B. Provide telephonic consultation 3.3. Franchisor shall conduct, as it deems advisable, periodic inspections of the Restaurant and advisory assistance the Restaurant premises during the period of construction and improvement to determine whether Franchisee is complying with respect the approved plans and specifications for the Restaurant. 3.4. Franchisor shall inspect and approve the Restaurant for opening prior to the selection opening of insurance programs, underwriting, placement, insurance company representation, techniques in sales, financial and agency managementthe Restaurant. Franchisee shall not commence operation of the Restaurant until receiving such approval from Franchisor. C. Upon the commencement of Franchisee's 3.5. Franchisor shall provide, as Franchisor deems advisable, pre-Conversion training programopening and opening supervision and assistance, which may include, at Franchisor's sole discretion, having a representative of Franchisor present at the opening of the Restaurant. 3.6. Franchisor shall loan to Franchisee for the term of this Agreement and any renewal hereof provide Franchisee, on loan, one (1) copy of the Confidential Operating Manual. The Manual ("Manual")shall be deemed to include a multi-volume manual describing Franchisor's operating standards, as more fully described in Article VII hereofwell as bulletins, updates, revisions, policy statements and amendments thereto, which may be issued by Franchisor from time to time. D. Provide Conversion 3.7. Franchisor shall provide to Franchisee with sample letterhead, envelopes, business cards, ad slicks and other similar promotional materials to promote the change in affiliation to a "DCAP INSURANCE" Center. In addition, Franchisor will review and approve in advance all proposed advertising and materials prepared by Franchisee an initial set of reporting forms for use in local advertising in accordance with the procedures set forth in Article IX hereof. E. The operation of the Franchised Business. Franchisor may, from time to time, offer to Conversion Franchisee at no charge bulletins on improvements and developments in management techniques and business and operational procedures. F. The Franchisor shall provide Conversion Franchisee with access to Franchisor's insurance carriers for the purpose of placing policies for Conversion Franchisee's existing and new clients. G. If Conversion Franchisee so elects and Franchisor agrees to do so, Franchisor may supervise the renovation of Conversion Franchisee's Center. If this occurs, Conversion Franchisee shall pay the determined amount upon execution of this Agreement. 3.2 The Franchisor may, at its option, offer make available to Franchisee, at an Franchisee's expense, additional costforms and standardized reporting and bookkeeping systems, an income tax preparation including computer software and electronic data transmission systems for point of sale reporting. 3.8. Franchisor shall conduct, and may authorize others to conduct, as it deems advisable, periodic inspections of the Restaurant, and evaluations of the products sold and services rendered by the Franchised Business. 3.9. Franchisor shall provide, as it deems advisable, periodic and continuing advisory assistance to Franchisee as to the operation, merchandising, and promotion of the Restaurant. 3.10. Franchisor shall have the right to review and approve or disapprove all advertising and promotional materials which Franchisee proposes to use, pursuant to Section 11.7 hereof. 3.11. Franchisor or its designee shall maintain a system-wide advertising program. This program will be , administered by The Wendy"), to the extent required and as specifically set forth in Section 11 hereof. 3.12. Franchisor on may make available to Franchisee's behalf. The cost of such program shall be determined by Franchisor , from time to time, bulletins, brochures, and reports regarding the System, and operations under the System.

DUTIES OF FRANCHISOR. 3.1 In order 3.1. Prior to assist Franchisee the date of opening of the Restaurant, if the Restaurant is Franchisee’s first restaurant operating under the System, Franchisor shall make available to Franchisee, or Franchisee’s “Operator” (as defined in Section 6.2 hereof), and Franchisee’s initial management employees and restaurant crew (as such personnel positions are defined in the establishment Manual), an initial training program at a location designated by Franchisor. If, however, Franchisee or Franchisee’s Operator owns, or has an ownership interest in, another restaurant operating under the System, Franchisee shall be required to provide an initial training program to such persons, in accordance with Franchisor’s specifications, and subject to Franchisor’s review and approval of such training. If the Conversion Center and during Restaurant is Franchisee’s first restaurant operating under the operation of the Conversion CenterSystem, the Franchisor shall be obligated responsible for the cost of certain instruction and materials related to perform the following duties on behalf initial training of the Franchisee or Franchisee: A. Provide a pre-Conversion training program at Franchisor's training facilities for Franchisee at no cost to Franchisee. Franchisor may’s Operator, in its sole discretion, make additional training programs, workshops, and/or seminars available to Franchisee and to Franchisee's personnel as the Franchisor deems appropriate. All training provided by the Franchisor shall be subject to the terms set forth in Section 5.2 Sections 6.3 and 6.4 of this Agreement. Franchisee shall be responsible for the cost of training its management and crew. Franchisor shall make available such other ongoing training as it may, from time to time, deem appropriate. 3.2. Franchisor shall make available, at no charge to Franchisee, prototypical plans and specifications for the construction of a standard Wendy’s restaurant and for the exterior and interior design and layout, fixtures, furnishings, equipment, and signs. Franchisee shall be adapt, at Franchisee’s expense, the prototypical plans and specifications to the Approved Location, subject to Franchisor’s approval, as provided in Section 5.2.B hereof, except that Franchisor will not unreasonably withhold approval of special plans and specifications, prepared at Franchisee’s expense, when the Approved Location will not accommodate Franchisor’s prototypical plans and specifications, provided that such times plans and places as may be designated by the Franchisor (except for on-site training)specifications conform to Franchisor’s general design criteria. B. Provide telephonic consultation 3.3. Franchisor shall conduct, as it deems advisable, periodic inspections of the Restaurant and advisory assistance the Restaurant premises during the period of construction and improvement to determine whether Franchisee is complying with respect the approved plans and specifications for the Restaurant. nufa-095 - 3 - 3.4. Franchisor shall inspect and approve the Restaurant for opening prior to the selection opening of insurance programs, underwriting, placement, insurance company representation, techniques in sales, financial and agency managementthe Restaurant. Franchisee shall not commence operation of the Restaurant until receiving such approval from Franchisor. C. Upon the commencement of Franchisee's 3.5. Franchisor shall provide, as Franchisor deems advisable, pre-Conversion training programopening and opening supervision and assistance, which may include, at Franchisor’s sole discretion, having a representative of Franchisor present at the opening of the Restaurant. 3.6. Franchisor shall loan to Franchisee for the term of this Agreement and any renewal hereof provide Franchisee, on loan, one (1) copy of the Confidential Operating Manual. The Manual ("Manual")shall be deemed to include a multi-volume manual describing Franchisor’s operating standards, as more fully described in Article VII hereofwell as bulletins, updates, revisions, policy statements and amendments thereto, which may be issued by Franchisor from time to time. D. Provide Conversion 3.7. Franchisor shall provide to Franchisee with sample letterhead, envelopes, business cards, ad slicks and other similar promotional materials to promote the change in affiliation to a "DCAP INSURANCE" Center. In addition, Franchisor will review and approve in advance all proposed advertising and materials prepared by Franchisee an initial set of reporting forms for use in local advertising in accordance with the procedures set forth in Article IX hereof. E. The operation of the Franchised Business. Franchisor may, from time to time, offer to Conversion Franchisee at no charge bulletins on improvements and developments in management techniques and business and operational procedures. F. The Franchisor shall provide Conversion Franchisee with access to Franchisor's insurance carriers for the purpose of placing policies for Conversion Franchisee's existing and new clients. G. If Conversion Franchisee so elects and Franchisor agrees to do so, Franchisor may supervise the renovation of Conversion Franchisee's Center. If this occurs, Conversion Franchisee shall pay the determined amount upon execution of this Agreement. 3.2 The Franchisor may, at its option, offer make available to Franchisee, at an Franchisee’s expense, additional costforms and standardized reporting and bookkeeping systems, an income tax preparation including computer software and electronic data transmission systems for point of sale reporting. 3.8. Franchisor shall conduct, and may authorize others to conduct, as it deems advisable, periodic inspections of the Restaurant, and evaluations of the products sold and services rendered by the Franchised Business. 3.9. Franchisor shall provide, as it deems advisable, periodic and continuing advisory assistance to Franchisee as to the operation, merchandising, and promotion of the Restaurant. 3.10. Franchisor shall have the right to review and approve or disapprove all advertising and promotional materials which Franchisee proposes to use, pursuant to Section 11.7 hereof. 3.11. Franchisor or its designee shall maintain a system-wide advertising program. This program will be , administered by The Wendy’s National Advertising Program, Inc. (“WNAP”), to the extent required and as specifically set forth in Section 11 hereof. 3.12. Franchisor on may make available to Franchisee's behalf. The cost of such program shall be determined by Franchisor , from time to time, bulletins, brochures, and reports regarding the System, and operations under the System.

DUTIES OF FRANCHISOR. 3.1 In order A. Franchisor shall make available, at no charge to assist Franchisee Franchisee, generic plans and specifications designed for use in Raleigh, North Carolina for the establishment construction of the Conversion Center restaurant, including the restaurant's exterior and during the operation of the Conversion Centerinterior design and layout, fixtures, furnishings, and signs. Franchisee shall adapt, at Franchisee's expense, the generic plans and specifications to the restaurant's location, as provided in Section V. hereof. B. Franchisor shall be obligated provide Franchisee with specifications for equipment, supplies, and inventory necessary to perform establish and operate the following duties on behalf of the Franchisee:franchised business. A. Provide C. Franchisor shall provide a pre-Conversion managerial training program at Franchisor's training facilities for Franchisee at no cost to Franchisee. Franchisor may's restaurant manager (hereinafter "general manager"), in its sole discretionto Franchisee's associate manager-kitchen (hereinafter "associate manager-kitchen"), make additional training programs, workshops, and/or seminars available to Franchisee and to Franchisee's personnel associate manager-service (hereinafter, "associate manager-service") (collectively, "managers") and shall make available such other training programs, from time to time, as the Franchisor it deems appropriate. All training provided by the Franchisor shall be subject to the terms set forth in Section 5.2 Sections VI.A. and VI.B of this Agreement, and shall be at such times and places as may be designated by Franchisor. D. Upon Franchisee's request, and subject (as to timing) to the availability of personnel, Franchisor shall provide Franchisee, at Franchisor's expense, an aggregate of fifteen (except for 15) to forty-five (45) man-days of on-site training)management assistance in connection with the opening of the restaurant. B. Provide telephonic consultation E. In addition to the assistance described in Section III.D. hereof, immediately prior to and upon opening of the restaurant, Franchisor shall provide, at the restaurant, such of Franchisor's personnel for such length of time as Franchisor, in its sole discretion, deems necessary to train and prepare Franchisee's non-managerial employees for opening and operating the restaurant. Franchisee acknowledges and agrees that Franchisee shall bear all the costs and expenses of Franchisor's personnel incurred as a result of providing such training, including, without limitation, such personnels' transportation costs for travel to and from the restaurant, and food, lodging, and wages for such employees during the period such training assistance is being provided. F. Franchisor shall provide to Franchisee periodic and continuing advisory assistance with respect to Franchisee in the selection operation and promotion of insurance programsthe franchised business, underwritingand advice and written materials concerning new developments in Franchisor's restaurant equipment, placementfood products, insurance company representationpackaging, techniques in salesand preparation. EXHIBIT 10(a) G. Franchisor shall make available, financial from time to time, at Franchisee's expense, such approved advertising and agency managementpromotional plans and materials for local advertising and promotion as Franchisor deems advisable. C. Upon the commencement of Franchisee's pre-Conversion training program, the H. Franchisor shall loan to Franchisee for the term of this Agreement and any renewal hereof provide Franchisee, on loan, one (1l) copy set of the Confidential Operating Manual Operations Manuals (hereinafter referred to as "Manualthe Manuals"), as more fully described in Article VII in, and subject to the terms of, Section IX. hereof. D. Provide Conversion Franchisee with sample letterheadI. Franchisor shall provide Franchisee, envelopesin the Manuals or otherwise in writing, business cards, ad slicks and other similar promotional materials to promote the change in affiliation to a "DCAP INSURANCE" Center. In addition, Franchisor will review and approve in advance all proposed advertising and materials prepared by Franchisee initial sets of accounting forms for use in local advertising in accordance with the procedures set forth in Article IX hereoffranchised business. E. The J. All of the obligations of Franchisor may, from time to time, offer to Conversion Franchisee at no charge bulletins on improvements and developments in management techniques and business and operational procedures. F. The Franchisor shall provide Conversion Franchisee with access to Franchisor's insurance carriers for the purpose of placing policies for Conversion Franchisee's existing and new clients. G. If Conversion Franchisee so elects and Franchisor agrees to do so, Franchisor may supervise the renovation of Conversion Franchisee's Center. If under this occurs, Conversion Franchisee shall pay the determined amount upon execution of this Agreement. 3.2 The Franchisor may, at its option, offer Agreement are to Franchisee, at an additional costand no other party is entitled to rely on, an income tax preparation program. This program will be administered by Franchisor on Franchisee's behalf. The cost enforce, or obtain relief for breach of such program obligation, either directly or by subrogation. K. Franchisor shall not, by virtue of any approvals, advice, forms or services provided to Franchisee, assume responsibility or liability to Franchisee or any third parties to which Franchisor would not otherwise be determined by Franchisor from time to timesubject.