Common use of Grant of Franchise Clause in Contracts

Grant of Franchise. 1.1 The Franchisor hereby grants to Franchisee, upon the terms and conditions herein contained, the right and franchise, and Franchisee undertakes the obligation, to operate a Center as a Conversion "DCAP INSURANCE", Franchise (hereinafter referred to as the "Conversion Center" or the "Franchised Business") under the Proprietary Marks, and to use the System solely in connection therewith. Franchisee shall locate the Conversion Center only at his existing location which is: -------------------------------------------------------------------------------. 1.2 During the term of this Agreement, the Franchisor agrees not to establish or operate a company-owned Franchised Business, nor will it grant franchises to others to operate Centers, under the System within the Primary Area of Responsibility described in Exhibit "B" hereto. Except as specified in the preceding sentence, this franchise is non-exclusive. 1.3 Franchisee agrees to use his best efforts to advertise and promote the Franchised Business within his Primary Area of Responsibility as set forth in Exhibit "B". 1.4 This Agreement does not grant to Franchisee any development right within the area described in Exhibit "B" hereto, except with respect to his particular Franchised Business. 1.5 Notwithstanding the foregoing to the contrary, Franchisor reserves the following rights: A. to own or operate, and/or to grant others rights to own and/or operate, other businesses anywhere throughout the world, whether or not such businesses are competitive, so long as such businesses: (i) operate under any marks other than the Proprietary Marks; or (ii) operate under the Proprietary Marks, but not at a retail insurance agency site located within the Primary Area of Responsibility; and B. to market to customers located anywhere throughout the world any products and services, whether or not the products or services are competitive and/or use the Proprietary Marks and/or the DCAP System; and C. to sell or distribute, and/or grant others the rights to sell or distribute, at any location throughout the world, including within the Primary Area of Responsibility, any products or services in any alternative channel of distribution, whether or not the products or services are competitive and/or sold or distributed using the Proprietary Marks and/or the DCAP System. An "alternative channel of distribution" includes, but is not limited to, radio, television, direct mail, catalogs, the internet, third party or alternative websites and software/communications/electronic networks. Franchisor agrees that if it makes any sales to customers who reside within the Primary Area of Responsibility, Franchisor will pay Franchisee an amount that Franchisor reasonably determines will compensate Franchisee; and D. to make the DCAP website available by license, sale or any other means to parties outside of the DCAP System; and E. to acquire any other businesses, wherever located, even if they are in the Primary Area of Responsibility, which have other units, whether or not franchised, and to convert them to the DCAP franchise format and/or any other format; and F. to be acquired and converted to a format different from DCAP, and/or if Franchisor's other businesses or company-owned Centers are converted to a format different from DCAP; and G. to develop or become associated with other business concepts (including other franchise systems) for the same, similar, related or any other products and/or services; and H. to sell all or a portion of Franchisor's assets, its Proprietary Marks or its System to a third party; to issue its capital stock by public offering; to engage in a private placement of some or all of its securities; or to refinance, restructure or recapitalize.

Grant of Franchise. 1.1 The Franchisor hereby grants to Franchisee, upon the terms and conditions herein contained, the right and franchise, and Franchisee undertakes the obligationhereby accepts, a non-exclusive license and franchise (“Franchise”) to operate a Center as a Conversion "DCAP INSURANCE", Franchise (hereinafter referred to as the "Conversion Center" or the "Franchised Business") under the Proprietary Marks, participate in and to use the System solely by conducting the Franchised Business at the Locations, Subdivision Sales Offices and other offices described in connection therewithExhibit “B”, or in any amendments hereto, and such Additional Locations and Additional Offices as may be approved in strict accordance with this Agreement and the Operations Manual, from the time of commencement of the Franchised Business until the end of the term hereof. The Franchise applies only to Franchisee’s Locations, Subdivision Sales Offices, Satellite Offices and Administrative Offices duly approved by Franchisor in accordance with this Agreement and no other places of business, offices, or types of business, Franchisee acknowledges that Franchisor has granted and may in the future operate and/or grant other licenses and franchises for real estate brokerage businesses and acknowledges that there is no assurance of any kind that the Additional Locations or Additional Offices referenced herein will be available or approved. Franchisee shall locate retain the Conversion Center only at his existing location which is: -------------------------------------------------------------------------------. 1.2 During the term of this Agreement, the Franchisor agrees not right to establish or operate a company-owned Franchised Business, nor will it grant franchises to others to operate Centers, under the System within the Primary Area of Responsibility described in Exhibit "B" hereto. Except as specified in the preceding sentence, this franchise is non-exclusive. 1.3 Franchisee agrees to use his best efforts to advertise conduct businesses and promote perform services other than the Franchised Business within his Primary Area without payment of Responsibility as set forth in Exhibit "B". 1.4 This Agreement does not grant to Franchisee any development right within the area described in Exhibit "B" heretoContinuing Royalty or Advertising Fees measured by revenues derived therefrom, except with respect to his particular Franchised Business. 1.5 Notwithstanding the foregoing but subject to the contrary, Franchisor reserves the following rights: A. to own or operate, and/or to grant others rights to own and/or operate, other businesses anywhere throughout the world, whether or not such businesses are competitive, so long restrictions on Acting as such businesses: (i) operate under any marks other than the Proprietary Marks; or (ii) operate under the Proprietary Marks, but not at a retail insurance agency site located within the Primary Area of Responsibility; and B. to market to customers located anywhere throughout the world any products and services, whether or not the products or services are competitive and/or use the Proprietary Marks and/or the DCAP System; and C. to sell or distribute, and/or grant others the rights to sell or distribute, at any location throughout the world, including within the Primary Area of Responsibility, any products or services Rea1 Estate Broker in any alternative channel of distribution, whether or not the products or services are competitive and/or sold or distributed using the Proprietary Marks and/or the DCAP System. An "alternative channel of distribution" includes, but is not limited to, radio, television, direct mail, catalogs, the internet, third party or alternative websites and software/communications/electronic networks. Franchisor agrees that if it makes any sales to customers who reside within the Primary Area of Responsibility, Franchisor will pay Franchisee an amount that Franchisor reasonably determines will compensate Franchisee; and D. to make the DCAP website available by license, sale or any other means to parties outside of the DCAP System; and E. to acquire any other businesses, wherever located, even if they are in the Primary Area of Responsibility, which have other units, whether or not franchisedreal estate brokerage business under paragraph 9.13 hereof, and subject to convert them to all other applicable provisions of this Agreement and the DCAP franchise format and/or any other formatOperations Manual; and F. to be acquired and converted to a format different from DCAPPROVIDED, and/or if Franchisor's other businesses or company-owned Centers are converted to a format different from DCAP; and G. to develop or become associated with other business concepts HOWEVER, FRANCHISEE SHALL NOT USE THE SERVICE MARKS (including other franchise systems) for the sameAS DEFINED HEREIN), similarOPERATIONAL TECHNIQUES, related or any other products and/or services; and H. to sell all or a portion of Franchisor's assetsSERVICE CONCEPTS OR PROPRIETARY INFORMATION IN CONNECTION WITH SUCH BUSINESSES OR SERVICES WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF THE PRESIDENT OR OTHER EXECUTIVE OFFICER OF FRANCHISOR WHICH PERMISSION, its Proprietary Marks or its System to a third party; to issue its capital stock by public offering; to engage in a private placement of some or all of its securities; or to refinanceIF GRANTED, restructure or recapitalizeSHALL BRING SUCH BUSINESSES OR SERVICES WITHIN THE SCOPE OF THE FRANCHISED BUSINESS.

Grant of Franchise. 1.1 The Franchisor hereby grants to Franchisee, upon the terms and conditions herein contained, the right and franchise, and Franchisee undertakes the obligation, to operate a Center as a Conversion "DCAP INSURANCE", Franchise (hereinafter referred to as the "Conversion Center" or the "Franchised Business") under the Proprietary Marks, and to use the System solely in connection therewith. Franchisee shall locate the Conversion Center only at his existing location which is: -------------------------------------------------------------------------------. 1.2 During the term of this Agreement, the Franchisor agrees not to establish or operate a company-owned Franchised Business, nor will it grant franchises to others to operate Centers, under the System within the Primary Area of Responsibility described in Exhibit "B" hereto. Except as specified in the preceding sentence, this franchise is non-exclusive. 1.3 Franchisee agrees to use his best efforts to advertise and promote the Franchised Business within his Primary Area of Responsibility as set forth in Exhibit "B". 1.4 This Agreement does not grant to Franchisee any development right within the area described in Exhibit "B" hereto, except with respect to his particular Franchised Business. 1.5 Notwithstanding the foregoing to the contrary, Franchisor reserves the following rights: A. to own or operate, and/or to grant others rights to own and/or operate, other businesses anywhere throughout the world, whether or not such businesses are competitive, so long as such businesses: (i) operate under any marks other than the Proprietary Marks; or (ii) operate under the Proprietary Marks, but not at a retail insurance agency site located within the Primary Area of Responsibility; and B. to market to customers located anywhere throughout the world any products and services, whether or not the products or services are competitive and/or use the Proprietary Marks and/or the DCAP System; and C. to sell or distribute, and/or grant others the rights to sell or distribute, at any location throughout the world, including within the Primary Area of Responsibility, any products or services in any alternative channel of distribution, whether or not the products or services are competitive and/or sold or distributed using the Proprietary Marks and/or the DCAP System. An "alternative channel of distribution" includes, but is not limited to, radio, television, direct mail, catalogs, the internet, third party or alternative websites and software/communications/electronic networks. Franchisor agrees that if it makes any sales to customers who reside within the Primary Area of Responsibility, Franchisor will pay Franchisee an amount that Franchisor reasonably determines will compensate Franchisee; and D. to make the DCAP website available by license, sale or any other means to parties outside of the DCAP System; and E. to acquire any other businesses, wherever located, even if they are in the Primary Area of Responsibility, which have other units, whether or not franchised, and to convert them to the DCAP franchise format and/or any other format; and F. to be acquired and converted to a format different from DCAP, and/or if Franchisor's other businesses or company-owned Centers are converted to a format different from DCAP; and G. to develop or become associated with other business concepts (including other franchise systems) for the same, similar, related or any other products and/or services; and H. to sell all or a portion of Franchisor's assets, its Proprietary Marks or its System to a third party; to issue its capital stock by public offering; to engage in a private placement of some or all of its securities; or to refinance, restructure or recapitalize.

Grant of Franchise. 1.1 The Franchisor hereby grants to Franchisee, upon the terms and conditions herein contained, the right and franchise, and Franchisee undertakes the obligation, obligation to operate a Center as a Conversion "DCAP INSURANCE", Franchise (hereinafter referred to as the "Conversion Center" or the "Franchised Business") under Outlet in conjunction with the Proprietary Marks, Rights and to use the System solely in connection therewiththerein. Franchisee shall locate the Conversion Center Outlet only at his existing the location set forth in Exhibit "B" hereto. If, at the time of execution of this Agreement, a location of the Outlet has not been agreed to by the parties, then Franchisee shall execute Exhibit "D" hereof, which is: -------------------------------------------------------------------------------will obligate Franchisee to find a suitable location within one hundred and eighty (180) days from the date of this Agreement. In the event however, that a location for the Outlet has been selected as of the date hereof, Franchisee must submit to Franchisor for its approval, which approval shall not be unreasonably withheld, the address of the location Franchisee wishes to use for the Outlet which shall be within the geographic area described in Exhibit "A" of this Agreement; and after Franchisor has approved the Outlet's location, a written description of such location shall be attached to this Agreement as Exhibit "B," and shall form a part hereof, and Franchisee shall deliver a form of lease for such location, which form shall contain the conditional lease assignment language set forth in Exhibit "E" hereof. Franchisee shall not relocate the Outlet without the prior written approval of the Franchisor, which approval may be reasonably withheld. 1.2 During the term of this Agreement, the Franchisor agrees not to establish or operate a company-owned Franchised BusinessOutlet, nor will it grant franchises a franchise to others to operate Centers, Outlets under the System at a location within the Primary Area of Responsibility area described in Exhibit "BC" heretohereto ("Area of Primary Responsibility" or "APR"). Except as specified in the preceding sentence, this franchise is non-exclusivenonexclusive. 1.3 Franchisee agrees to use his best efforts to advertise and promote the Franchised Business within his Primary Area of Responsibility as set forth in Exhibit "B". 1.4 This Agreement does not grant to Franchisee any development right within the area described in Exhibit "B" hereto, except with respect to his particular Franchised Business. 1.5 Notwithstanding the foregoing to the contrary, Franchisor reserves the following rights: A. to own or operate, and/or to grant others rights to own and/or operate, other businesses anywhere throughout the world, whether or not such businesses are competitive, so long as such businesses: (i) operate under any marks other than the Proprietary Marks; or (ii) operate under the Proprietary Marks, but not at a retail insurance agency site located within the Primary Area of Responsibility; and B. to market to customers located anywhere throughout the world any products and services, whether or not the products or services are competitive and/or use the Proprietary Marks and/or the DCAP System; and C. to sell or distribute, and/or grant others the rights to sell or distribute, at any location throughout the world, including within the Primary Area of Responsibility, any products or services in any alternative channel of distribution, whether or not the products or services are competitive and/or sold or distributed using the Proprietary Marks and/or the DCAP System. An "alternative channel of distribution" includes, but is not limited to, radio, television, direct mail, catalogs, the internet, third party or alternative websites and software/communications/electronic networks. Franchisor agrees that if it makes any sales to customers who reside within the Primary Area of Responsibility, Franchisor will pay Franchisee an amount that Franchisor reasonably determines will compensate Franchisee; and D. to make the DCAP website available by license, sale or any other means to parties outside of the DCAP System; and E. to acquire any other businesses, wherever located, even if they are in the Primary Area of Responsibility, which have other units, whether or not franchised, and to convert them to the DCAP franchise format and/or any other format; and F. to be acquired and converted to a format different from DCAP, and/or if Franchisor's other businesses or company-owned Centers are converted to a format different from DCAP; and G. to develop or become associated with other business concepts (including other franchise systems) for the same, similar, related or any other products and/or services; and H. to sell all or a portion of Franchisor's assets, its Proprietary Marks or its System to a third party; to issue its capital stock by public offering; to engage in a private placement of some or all of its securities; or to refinance, restructure or recapitalize.

Grant of Franchise. 1.1 The Franchisor hereby grants Pretzel Time xxxxxx xxxnts to FranchiseeFranchisee and Franchisee agrees to undertake, during the term of this Agreement and upon the terms and conditions herein containedstated in this Agreement, the right right, license and franchiseprivilege to operate, conduct, and do business and to use certain trade names, trademarks, service marks, logos, and other commercial symbols, including Pretzel Time (referred to as "Marks") solely and exclusively for the operation of one retail franchise Unit (referred to as "Franchise"), which is in the form of a (Store/Kiosk/Cart), and to sell those Products known as Pretzel Time pretzels and other Pretzel Time-approved menu items and Products further described in Section 2 (hereinafter "Products") in accordance with the provisions of this Agreement and in accordance with rules, standards, systems, and procedures as prescribed by Pretzel Time which may be changed, improved and further developed from time to time, (hereinafter "Pretzel Time System"), at one (1) location only, such location to be (hereinafter "Site"). Pretzel Time will not, as long as this Agreement is in effect and Franchisee undertakes is not in default, enfranchise or operate any other Pretzel Time Franchise within the obligation, to operate a Center following enclosed mall or building except as a Conversion "DCAP INSURANCE", Franchise otherwise provided herein (hereinafter referred to as "Territory"): none. Franchisee has no territory other than the "Conversion Center" or actual store location. Franchisee acknowledges that Franchisee has no rights outside of the "Franchised Business") under actual store location and that Pretzel Time has the Proprietary Marks, right to sell certain frozen products as Pretzel Time desires and to use the System solely in connection therewithPretzel Time may conduct Pretzel Time's business as Pretzel Time so desires without hinderance from Franchisee. Franchisee shall locate not conduct the Conversion Center only at his existing location which is: -------------------------------------------------------------------------------. 1.2 During business of the term of this Agreement, the Franchisor agrees not to establish or operate a company-owned Franchised Business, nor will it grant franchises to others to operate Centers, under the System within the Primary Area of Responsibility described in Exhibit "B" hereto. Except as specified in the preceding sentence, this franchise is non-exclusive. 1.3 Franchisee agrees to use his best efforts to advertise and promote the Franchised Business within his Primary Area of Responsibility as set forth in Exhibit "B". 1.4 This Agreement does not grant to Franchisee Unit from any development right within the area described in Exhibit "B" hereto, except with respect to his particular Franchised Business. 1.5 Notwithstanding the foregoing to the contrary, Franchisor reserves the following rights: A. to own or operate, and/or to grant others rights to own and/or operate, other businesses anywhere throughout the world, whether or not such businesses are competitive, so long as such businesses: (i) operate under any marks Site other than the Proprietary Marks; or (ii) operate Site specified, except as otherwise provided under the Proprietary Marks, but not at a retail insurance agency site located within the Primary Area this Agreement. The form of Responsibility; and B. to market to customers located anywhere throughout the world any products and services, whether or not the products or services are competitive and/or use the Proprietary Marks and/or the DCAP System; and C. to sell or distribute, and/or grant others the rights to sell or distribute, at any location throughout the world, including within the Primary Area of Responsibility, any products or services in any alternative channel of distribution, whether or not the products or services are competitive and/or sold or distributed using the Proprietary Marks and/or the DCAP System. An "alternative channel of distribution" includes, but is not limited to, radio, television, direct mail, catalogs, the internet, third party or alternative websites and software/communications/electronic networks. Franchisor agrees that if it makes any sales to customers who reside within the Primary Area of Responsibility, Franchisor will pay Franchisee an amount that Franchisor reasonably determines will compensate Franchisee; and D. to make the DCAP website available by license, sale or any other means to parties outside of the DCAP System; and E. to acquire any other businesses, wherever located, even if they are in the Primary Area of Responsibility, which have other units, whether or not franchised, and to convert them addendum to the DCAP franchise format and/or any other format; and F. Franchise Agreement used by Pretzel Time is attached hereto as Exhibit "J" to be acquired and converted used from time to time to add a format different from DCAP, and/or if Franchisor's other businesses or company-owned Centers are converted satellite unit pursuant to a format different from DCAP; and G. to develop or become associated with other business concepts (including other franchise systems) for the same, similar, related or any other products and/or services; and H. to sell all or a portion of Franchisor's assets, its Proprietary Marks or its System to a third party; to issue its capital stock by public offering; to engage in a private placement of some or all of its securities; or to refinance, restructure or recapitalizeSatelite Unit Addendum.

Grant of Franchise. 1.1 The Franchisor hereby grants a. Subject to Franchisee, upon the terms and conditions herein containedof this Agreement, the right Company hereby grants to the Dealer and franchisethe Dealer hereby accepts, the franchise and Franchisee undertakes the obligation, license to operate a Center as a Conversion "DCAP INSURANCE", Franchise one or more CarpetMAX -REGISTERED TRADEMARK- stores (hereinafter any and all stores operating under the System will be referred to as the "Conversion CenterStore") using the Proprietary Marks in conformity with the System within the geographic area described on Schedule "A" or (the "Franchised BusinessExclusive Area") under the Proprietary Marks, and to use the System solely in connection therewith. Franchisee shall locate the Conversion Center only at his existing location which is: -------------------------------------------------------------------------------). 1.2 b. During the term of this AgreementAgreement and so long as the Dealer is not in default hereof, the Franchisor agrees Company shall not license others to establish operate, anywhere within the Exclusive Area, a CarpetMAX -REGISTERED TRADEMARK- franchise or a retail flooring business utilizing the Proprietary Marks. However, since the Dealer's license hereunder is limited to using the System and Proprietary Marks in the Exclusive Area, the Company and its affiliates may own, operate, license, franchise or in any manner authorize the operation of CarpetMAX -REGISTERED TRADEMARK- businesses at any location outside the Exclusive Area, even in areas immediately adjacent to the Exclusive Area. Additionally, the Company and its affiliates have the right, within or outside the Exclusive Area, to develop, produce, market and sell, under one or more brands and trade names (other than the CarpetMAX -REGISTERED TRADEMARK- brand or trade name) products and services of the type sold or promoted by CarpetMAX -REGISTERED TRADEMARK- stores and to do so through similar or dissimilar channels of distribution, pursuant to terms and conditions the Company and its affiliates deem appropriate and the Company and its affiliates have the right to provide the products and services they provide to CarpetMAX -REGISTERED TRADEMARK- franchisees under the System to other retail floor covering businesses within and outside the Exclusive Area on whatever terms and conditions they deem appropriate. Furthermore, the Company and its affiliates have the right to operate a company-owned Franchised Business, nor will it or grant franchises to others to operate Centers, under the System floor covering outlets within the Primary Exclusive Area of Responsibility described in Exhibit "B" hereto. Except as specified in the preceding sentenceunder brands, this franchise is non-exclusive. 1.3 Franchisee agrees to use his best efforts to advertise trade names and promote the Franchised Business within his Primary Area of Responsibility as set forth in Exhibit "B". 1.4 This Agreement does not grant to Franchisee any development right within the area described in Exhibit "B" hereto, except with respect to his particular Franchised Business. 1.5 Notwithstanding the foregoing to the contrary, Franchisor reserves the following rights: A. to own or operate, and/or to grant others rights to own and/or operate, other businesses anywhere throughout the world, whether or not such businesses are competitive, so long as such businesses: (i) operate under any marks other than the Proprietary Marks; or . Nothing in this Agreement shall be deemed to restrict the Company, Maxim or any of its or their affiliates (i) from acquiring an existing retail floor covering store or group of stores (whether owned or licensed) and operating such stores in the manner they were operated at the time of such acquisition, including any such stores located in the Exclusive Area or (ii) from being acquired by any party regardless of other lines of business owned by such other party, including retail floor covering stores operating in the Exclusive Area. c. Dealer acknowledges that an affiliate of Company, GCO, Inc. ("GCO"), operates and franchises others to operate discount, outlet and warehouse type floor covering stores under the Proprietary Marks, but not at name "GCO Carpet Outlet". Nothing herein shall preclude GCO or any other affiliate of the Company from operating or licensing others to operate a retail insurance agency site located floor covering outlet within the Primary Exclusive Area of Responsibility; and B. to market to customers located anywhere throughout using the world any products and services"GCO Carpet Outlet" name or the GCO Carpet Outlet franchise system. In connection with the foregoing, whether or not the products or services are competitive and/or use the Proprietary Marks and/or the DCAP System; and C. to sell or distribute, and/or grant others the rights to sell or distribute, at any location throughout the world, including within the Primary Area of Responsibility, any products or services in any alternative channel of distribution, whether or not the products or services are competitive and/or sold or distributed Dealer agrees that it is precluded from using the Proprietary Marks and/or or the DCAP SystemSystem with a discount, outlet or warehouse type floor covering store or to advertise or position its Store as a discount, outlet or warehouse type floor covering business. An To the extent that Dealer has an existing retail floor covering outlet which it currently positions as a discount, outlet or warehouse type business, Dealer understands and agrees that such outlet shall not be franchised hereunder and shall not become part of the CarpetMAX -REGISTERED TRADEMARK- franchise system. d. Dealer acknowledges that an affiliate of Company, CarpetsPlus of America, Inc. ("alternative channel CarpetsPlus"), operates a national resource network specializing in the retail flooring industry. CarpetsPlus, offers franchises to operators of distribution" includesretail floor covering stores which permit franchisees to purchase products and other services from CarpetsPlus and its variety of designated suppliers and distributors. Dealer acknowledges that CarpetsPlus franchisees will operate full service retail floor covering stores within the Exclusive Area and that nothing in this Agreement precludes CarpetsPlus from selling franchises within the Exclusive Area. The Dealer shall have no right to use any trademarks, but is not limited to, radio, television, direct mail, catalogsservice marks or logotypes associated with the CarpetsPlus franchise network. e. Except for the rights expressly granted to Dealer under this Agreement, the internetlicense granted under this Agreement is non-exclusive, third party or alternative websites and software/communications/electronic networks. Franchisor agrees that if it makes any sales the Company and its affiliates, including Maxim, GCO and CarpetsPlus, reserve for themselves all rights with respect to customers who reside the System, the Proprietary Marks and business of the Company. f. Dealer may sell CarpetMAX -REGISTERED TRADEMARK- private-labeled products only from a Store which is an authorized CarpetMAX -REGISTERED TRADEMARK- franchised location within the Primary Area of ResponsibilityExclusive Area. It may, Franchisor will pay Franchisee an amount that Franchisor reasonably determines will compensate Franchisee; and D. to make the DCAP website available by licensehowever, sale or any other means to parties install such products outside of the DCAP System; and E. Exclusive Area, provided, however, that such products are sold to acquire any other businesses, wherever located, even if they and installed on behalf of the ultimate consumer of these products and are not sold for resale or redistribution. Company shall have the right to terminate this Agreement immediately in the Primary event Dealer sells CarpetMAX -REGISTERED TRADEMARK- private-labeled products to any supplier, distributor, broker or other similar entity of floor covering products either within or outside its Exclusive Area. g. Upon execution of this Agreement and payment of the Franchise Fee as specified below, Dealer will receive the merchandise introductory package shown on Schedule "B" for one Store within the Exclusive Area of Responsibility, which have (the "Merchandise Package"). Merchandise Packages for other units, whether or not franchised, authorized Stores operated by the Dealer within the Exclusive Area are available from the Company in accordance with its standard policies and to convert them to the DCAP franchise format and/or any other format; and F. to be acquired and converted to a format different from DCAP, and/or if Franchisor's other businesses or company-owned Centers are converted to a format different from DCAP; and G. to develop or become associated with other business concepts (including other franchise systems) for the same, similar, related or any other products and/or services; and H. to sell all or a portion of Franchisor's assets, its Proprietary Marks or its System to a third party; to issue its capital stock by public offering; to engage in a private placement of some or all of its securities; or to refinance, restructure or recapitalizepublished prices.

Grant of Franchise. 1.1 The Franchisor hereby (a) DYNAMIC grants to the Franchisee, upon and the Franchisee accepts, subject to and in accordance with the terms and conditions herein containedof this Agreement, a license to use the DYNAMIC Names and Marks, the DYNAMIC System and the DYNAMIC Manual in the operation, solely within the Area, of one (1) Temporary Help Service Business for providing Temporary Employees to perform the specific jobs and services listed on Schedule B to this Agreement. (b) The license granted hereby is restricted to the operation, solely within the Area, of a Temporary Help Service Business for providing Temporary Employees to perform the specific jobs and services listed on Schedule B; and no license is granted for the use of the DYNAMIC Names and Marks, the DYNAMIC System or the DYNAMIC Manual (i) outside the Area, or (ii) in connection with any Temporary Help Service Business other than one that provides Temporary Employees to perform the specific jobs and services listed on Schedule B, or (iii) in connection with any other business or enterprise whatsoever. DYNAMIC reserves the right and franchiseto operate directly, and to license and franchise others to use the DYNAMIC Names and Marks, the DYNAMIC System and the DYNAMIC Manual in the operation of other Temporary Help Service Businesses outside the Area, Temporary Help Service Businesses within the Area where the Temporary Employees thereof perform jobs and services other than those specifically listed on Schedule B, and, in the circumstances set forth in, and subject to, Sections 2 (d) and (e) below, Temporary Help Service Businesses within the Area where the Temporary Employees thereof perform the jobs and services listed on Schedule B. (c) So long as Franchisee undertakes the obligationfully performs its duties, obligations and covenants under this Agreement, DYNAMIC agrees that, except as provided in Sections 2 (d) and (e) below, it will neither operate directly nor license or franchise others to operate within the Area a Center Temporary Help Service Business for providing Temporary Employees to perform the jobs and services listed on Schedule B under the name DYNAMIC. However, Franchisee expressly acknowledges and understands that it may directly compete within the Area with other temporary help service businesses operating under different names or marks (such as "Norrxxx") xwned or licensed by DYNAMIC's parent or affiliates and which are authorized to provide temporary employees to perform any jobs and services listed on Schedule B. (d) Anything to the contrary in this paragraph 2 notwithstanding, in the event that DYNAMIC or an affiliate of DYNAMIC acquires from an unrelated third party, through a purchase of assets or stock, including the acquisition of a majority voting interest, or through a merger, consolidation or any other form of business combination, a Temporary Help Service Business with an owned or franchised office in the Area, DYNAMIC, the affiliate of DYNAMIC and the surviving entity in a merger, consolidation or other form of business combination, as the case may be, will have the right to continue the operation of such office in the Area as a Conversion "DCAP INSURANCE", Franchise company owned or franchised office under the trade name utilized by the acquired business for such office before the acquisition. (e) Franchisee acknowledges that certain temporary help business customers have offices in more than one state of the United States of America (such customers are hereinafter referred to as the "Conversion Center" or the "Franchised Business") under the Proprietary MarksANational Account Customers@), and in order to use obtain the System solely business of National Account Customers, a temporary help service business normally must agree to provide temporary help services to all offices of the National Account Customer on the same terms and conditions, and while the Franchisee has certain exclusive rights in connection therewiththe Area pursuant to this Agreement, the Franchisee would not normally be able to obtain the temporary help service business of a National Account Customer in the Area except through DYNAMIC, under a contract between DYNAMIC and the National Account Customer, since DYNAMIC has the capability to provide nationwide temporary help services but the Franchisee does not. Franchisee shall locate the Conversion Center only at his existing location which is: -------------------------------------------------------------------------------. 1.2 During Accordingly, during the term of this Agreement, the Franchisor agrees not to establish or operate a company-owned Franchised Business, nor will it grant franchises to others to operate Centers, under the System within the Primary Area of Responsibility described in Exhibit "B" hereto. Except as specified in the preceding sentence, this franchise is non-exclusive. 1.3 Franchisee agrees to use his best efforts to advertise and promote the Franchised Business within his Primary Area of Responsibility as set forth in Exhibit "B". 1.4 This Agreement does not grant to Franchisee any development right within the area described in Exhibit "B" hereto, except with respect to his particular Franchised Business. 1.5 Notwithstanding the foregoing to the contrary, Franchisor reserves the following rights: A. to own or operate, and/or to grant others rights to own and/or operate, other businesses anywhere throughout the world, whether or not such businesses are competitive, so long as such businesses: (i) operate under any marks other than DYNAMIC will have the Proprietary Marks; orright to negotiate and enter into agreements with National Account Customers to provide temporary help services to the offices of such National Account Customers wherever located, including, without limitation, those offices located in the Area. (ii) operate Within ten (10) business days of the execution of a contract between DYNAMIC and a National Account Customer (or within ten (10) business days of the opening of an office of the National Account Customer in the Area, if, at the time of the execution of the contract with the National Account Customer, the National Account Customer has no office in the Area), DYNAMIC will offer to the Franchisee the right to provide to the National Account Customer office or offices in the Area, on the terms and conditions set forth in the contract between DYNAMIC and the National Account Customer, those temporary help services which the Franchisee is licensed to provide by this Agreement. (iii) The Franchisee will have ten (10) business days from the date of the offer made under subparagraph 2 (e) (ii) above within which to accept, in writing, the Proprietary Marksoffered rights to the National Account Customers' business in the Area. (iv) The Franchisee's exclusivity rights in this Agreement notwithstanding, if the Franchisee does not accept the offer made under subparagraph 2 (e) (ii) within the time required by subparagraph 2 (e) (iii), then DYNAMIC will have the right (A) to provide temporary help services to the National Account Customer office or offices in the Area on the terms and conditions in the contract between DYNAMIC and the National Account Customer, or (B) to contract with another temporary help service business in the Area to provide those temporary help services on the terms and conditions in the contract between Norrxxx xxx the National Account Customer, in either case ((A) or (B)), utilizing the names and marks of DYNAMIC. (f) Nothing in this paragraph 2 will be construed to prohibit DYNAMIC, directly or through an affiliate, from providing billing, collecting and accounting services and financing of receivables to unrelated third party Temporary Help Businesses for a fee, whether within the Area or otherwise. As part of those services, DYNAMIC may license to the unrelated third party the use of the DYNAMIC operations software system or the Norrxxx XXXS System or a variation of that system, but not at a retail insurance agency site located within the Primary Area of Responsibility; and B. unrelated third party to market to customers located anywhere throughout which those services might be provided will be prohibited from using the world any products DYNAMIC and services, whether or not the products or services are competitive and/or use the Proprietary Norrxxx Xxxe and Marks and/or the DCAP System; and C. to sell or distribute, and/or grant others the rights to sell or distribute, at any location throughout the world, including within the Primary Area of Responsibility, any products or services in any alternative channel of distribution, whether or not the products or services are competitive and/or sold or distributed using the Proprietary Marks and/or the DCAP System. An "alternative channel of distribution" includes, but is not limited to, radio, television, direct mail, catalogs, the internet, third party or alternative websites and software/communications/electronic networks. Franchisor agrees that if it makes any sales to customers who reside within the Primary Area of Responsibility, Franchisor will pay Franchisee an amount that Franchisor reasonably determines will compensate Franchisee; and D. to make the DCAP website available by license, sale or any other means to parties outside of the DCAP System; and E. to acquire any other businesses, wherever located, even if they are in the Primary Area of Responsibility, which have other units, whether or not franchised, and to convert them to the DCAP franchise format and/or any other format; and F. to be acquired and converted to a format different from DCAP, and/or if Franchisor's other businesses or company-owned Centers are converted to a format different from DCAP; and G. to develop or become associated with other business concepts (including other franchise systems) for the same, similar, related or any other products and/or services; and H. to sell all or a portion of Franchisor's assets, its Proprietary Marks or its System to a third party; to issue its capital stock by public offering; to engage in a private placement of some or all of its securities; or to refinance, restructure or recapitalizefashion.