Common use of Marketing Fund Clause in Contracts

Marketing Fund. (a) We have created a special fund called the "Healthy Bites Grill Marketing Fund" (the "Marketing Fund"), into which the Advertising Contributions are deposited for the general benefit of all Franchise Units and Company Units who contribute to the Marketing Fund. (b) We administer the Marketing Fund. The Marketing Fund is maintained and operated by us and used to meet the costs of conducting regional and/or national advertising and promotional activities (including the cost of advertising campaigns, test marketing, marketing surveys, public relations activities and marketing materials) we deem beneficial to the System. We are authorized to charge the Marketing Fund fees at reasonable market rates for advertising, marketing or promotional services actually provided by us, in lieu of engaging third party agencies to provide these services. We will use none of the funds to offer to sell, or sell, Healthy Bites Grill Franchises to prospective franchisees. (c) All expenditures are at our sole discretion. We may spend in any calendar year more or less than the total Advertising Contributions to the Marketing Fund in that year. We may borrow from us or other lenders on behalf of the Marketing Fund to cover deficits of the Marketing Fund or cause the Marketing Fund to invest any surplus for future use by the Marketing Fund. (d) You authorize us to act as your sole agent to enter into contracts with parties offering promotion, discount or other programs whereby you would receive rebates or marketing allowances ("Rebates") from handling items offered for sale by the parties. All Rebates will be paid to us and we will contribute them to the Marketing Fund. By signing this Agreement, you assign all of your right, title and interest in all Rebates to us, and authorize us to furnish any proof of purchase evidence as may be required in accordance with the contracts. All Rebates received by us from our Company-Units will also be contributed to the Marketing Fund. (e) We will retain our independent certified public accountants to prepare an annual audit of the Marketing Fund, at the expense of the Marketing Fund, and send a copy of the audit to you and all other Franchisees within 90 days after the end of each fiscal year.

Marketing Fund. (a) We have created Xxxxxx'x has established a special fund called the "Healthy Bites Grill Marketing Fund" (the "Marketing Fund"), into which the Advertising Contributions are deposited Fund for the general benefit purpose of all Franchise Units and Company Units who promoting the System. The Marketing Fund may be operated by an affiliate of Xxxxxx'x. You agree to contribute to the Marketing Fund.Fund two percent (2%) of your Net Sales of your Restaurant as determined by Xxxxxx'x. Such fee shall be paid weekly at the time and in the manner for which royalty fees are paid as set forth in Article 4. You agree that the Marketing Fund shall be maintained and administered by Xxxxxx'x or its designee, in its sole discretion, as follows: (b) We administer 1. Xxxxxx'x or its designee shall direct all advertising programs and shall have sole discretion to approve or disapprove the creative concepts, materials and media used in such programs and the placement and allocation thereof. Xxxxxx'x will own the copyright in the design, content and materials created using Fund monies. You agree and acknowledge that the Marketing Fund is intended to maximize general public recognition and acceptance of the Proprietary Marks and enhance the collective success of all Restaurants operating under the System. In administering the Marketing Fund, Xxxxxx'x and its designee undertake no obligation to make expenditures for you which are equivalent or proportionate to your contributions or to ensure that any particular franchisee benefits directly or pro rata from the placement of advertising. 2. You agree that the Marketing Fund may be used by Xxxxxx'x or its designee, in its sole discretion, to satisfy any and all costs of maintaining, administering, directing and preparing advertising (including, without limitation, the cost of preparing and conducting television, radio, internet/web-based, magazine and newspaper advertising campaigns, direct mail and outdoor billboard advertising, public relations activities, employing advertising agencies to assist therein, costs of Xxxxxx'x personnel and other departmental costs for advertising that is internally administered or prepared by Xxxxxx'x, costs of providing other advertising materials to Restaurants operated under the System, and the costs of maintaining Xxxxxx'x Website, and the costs of a national "1-800" customer and/or franchisee service telephone number if such service is implemented by Xxxxxx'x). All sums paid by you to the Marketing Fund shall be maintained in a separate account by Xxxxxx'x or its designee and shall not be used to defray any of Xxxxxx'x general operating expenses, except for such reasonable administrative costs and overhead, if any, as Xxxxxx'x or its designee may incur in activities reasonably related to the administration or direction of the Marketing Fund and advertising programs for franchisees and the System. The Marketing Fund and its earnings shall not otherwise inure to the benefit of Xxxxxx'x. The Marketing Fund is maintained operated solely as a conduit for collecting and operated by us expending the marketing and advertising fees as outlined above and may also be used to meet the costs of conducting regional and/or national advertising and promotional activities (including the cost of advertising campaigns, test marketing, marketing surveys, public relations activities and marketing materials) we deem beneficial to the Systemestablish a catering hotline. 3. We are authorized to charge the Marketing Fund fees at reasonable market rates for advertising, marketing or promotional services actually provided by us, in lieu of engaging third party agencies to provide these services. We will use none A statement of the funds to offer to sell, or sell, Healthy Bites Grill Franchises to prospective franchisees. (c) All expenditures are at our sole discretion. We may spend in any calendar year more or less than the total Advertising Contributions to the Marketing Fund in that year. We may borrow from us or other lenders on behalf operations of the Marketing Fund shall be prepared annually by Xxxxxx'x and shall be made available to cover deficits of you upon request. 4. Although the Marketing Fund or cause is intended to be of perpetual duration, Xxxxxx'x may terminate the Marketing Fund to invest at any surplus for future use by time. The Marketing Fund shall not be terminated, however, until all monies in the Marketing FundFund have been expended for advertising or promotional purposes or returned to contributing franchised or Company-Operated Restaurants, without interest, on the basis of their respective contributions. K. RELEASE: Franchisee hereby releases and forever discharges Xxxxxx’x, any parent, subsidiary, related entity, shareholder, and affiliate of Dickey’s, its respective officers, directors, members, employees, agents, contractors and its respective successors, assigns, heirs and personal representatives (dthe “Released Parties”) You authorize us from any and all claims, demands, rights and causes of action of any kind that Franchisee now has or will have in the future, whether known or unknown, arising out of the offer, sale, administration, performance, default, and/or termination of the Franchise Agreement, including any claims or causes of action arising out of alleged misrepresentations, fraud, breaches of contract (based upon implied, express, estoppel, waiver, or alternative theories of contractual obligation), negligence, or breach of any alleged special, trust, agency or fiduciary relationship (if any), whether asserted or proposed to act be asserted by way of claim, setoff, affirmative defense, counterclaim, cross-claim or third party claim. THIS RELEASE EXPRESSLY INCLUDES, BUT IS NOT LIMITED TO, ANY ACT OR OMISSION OF NEGLIGENCE, FRAUD, MISREPRESENTATIONS, BREACH OF FIDUCIARY DUTIES, BREACH OF WARRANTIES, BREACH OF CONTRACT, AND ANY EXTRA- CONTRACTUAL CLAIMS COMMITTED OR ALLEGEDLY COMMITTED BY THE RELEASED PARTIES, PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS RELEASE IS INTENDED TO DISCLAIM OR REQUIRE FRANCHISEE TO WAIVE RELIANCE ON ANY REPRESENTATION THAT XXXXXX'X MADE IN THE FRANCHISE DISCLOSURE DOCUMENT THAT XXXXXX'X PROVIDED TO FRANCHISEE. This Release shall survive termination of the Franchise Agreement, as your sole agent modified by this Addendum, and is in addition to enter into contracts with parties offering promotion, discount any other release or similar agreement in the Franchise Agreement or other programs whereby you would receive rebates agreement between Dickey’s and Franchisee. With regard to any acts or marketing allowances ("Rebates") from handling items offered for sale by omissions covered under this Release, Xxxxxxxxxx agrees not to commence any action, lawsuit, or legal proceeding, or file any charge or complaint with any federal, state, or local agency, against the partiesReleased Parties. L. This Addendum does not modify the terms of the Franchise Agreement except as specifically stated herein. All Rebates will be paid to us The parties acknowledge and we will contribute them to agree that the Marketing Fund. By signing this Franchise Agreement, you assign all of your rightas modified by this Addendum, title is ratified and interest shall continue in all Rebates to us, full force and authorize us to furnish any proof of purchase evidence as may be required in accordance with the contracts. All Rebates received by us from our Company-Units will also be contributed to the Marketing Fundeffect. (e) We will retain our independent certified public accountants to prepare an annual audit M. The terms and conditions of this Addendum shall be confidential. Except as provided above or required by law or court order or the enforcement of the Marketing Fundprovisions hereof, at the expense parties shall maintain in strict confidence and shall not disclose the existence of or any substance or contents of this Addendum to any third party without prior written consent of the Marketing Fund, and send a copy other party or parties herein. This confidentiality provision shall survive the termination of the audit Franchise Agreement and/or this Addendum and is in addition to you any other confidentiality obligations or similar restrictions on Franchisee in the Franchise Agreement or other agreement between Xxxxxx’x and all other Franchisees within 90 days after the end of each fiscal yearFranchisee.

Marketing Fund. (a) We Recognizing the value of advertising and marketing to the goodwill and public image of XXXXX'X SUBS Restaurants, we have created established a special marketing fund called the "Healthy Bites Grill Marketing Fund" (the "Marketing Fund"), into which the Advertising Contributions are deposited ) for the general benefit of all Franchise Units advertising, marketing and Company Units who public relations programs and materials we deem appropriate. You agree to contribute to the Marketing Fund four percent (4%) of the Gross Sales of the RESTAURANT, payable in the same manner as the Royalty due hereunder. XXXXX'X SUBS Restaurants that we or our affiliates own will contribute to the Marketing Fund on the same basis as our franchise owners. We will direct all programs financed by the Marketing Fund. (b) We administer , with sole discretion over the creative concepts, materials and endorsements used and their geographic, market and media placement and allocation. You agree that the Marketing Fund may be used to pay the costs of preparing and producing video, audio and written materials; administering regional and multi-regional marketing and advertising programs, including, without limitation, purchasing trade journal, direct mail and other media advertising and employing advertising, promotion and marketing agencies to provide assistance; and supporting public relations, market research and other advertising, promotion and marketing activities. The Marketing Fund periodically will furnish you with samples of advertising, marketing and promotional formats and materials at no cost. Multiple copies of these materials will be furnished to you at our direct cost of producing them, plus any related shipping, handling and storage charges. The Marketing Fund will be accounted for separately from our other funds and will not be used to defray any of our general operating expenses, except for the reasonable salaries, administrative costs, travel expenses and overhead we may incur in activities related to administering the Marketing Fund and its programs, including, without limitation, conducting market research, preparing advertising, promotion and marketing materials and collecting and accounting for contributions to the Marketing Fund. The Marketing Fund is maintained and operated by us and used will not be our asset. All contributions to meet the costs of conducting regional and/or national advertising and promotional activities (including the cost of advertising campaigns, test marketing, marketing surveys, public relations activities and marketing materials) we deem beneficial to the System. We are authorized to charge the Marketing Fund fees at reasonable market rates will be held for advertising, marketing or promotional services actually provided by us, in lieu the benefit of engaging third party agencies those who have contributed to provide these services. We will use none of the funds to offer to sell, or sell, Healthy Bites Grill Franchises to prospective franchisees. (c) All expenditures are at our sole discretionMarketing Fund and used solely for the purposes for which the contributions were made. We may spend spend, on behalf of the Marketing Fund, in any calendar fiscal year more an amount greater or less than the total Advertising Contributions aggregate contribution of all XXXXX'X SUBS Restaurants to the Marketing Fund in that year. We , and the Marketing Fund may borrow from us or other lenders on behalf of the Marketing Fund others to cover deficits of the Marketing Fund or cause the Marketing Fund to invest any surplus for future use use. All interest earned on moneys contributed to the Marketing Fund will be used to pay advertising costs before other assets of the Marketing Fund are expended. We will prepare an annual statement of moneys collected and costs incurred by the Marketing Fund. (d) Fund and furnish the statement to you upon written request. We can have the Marketing Fund incorporated or operated through a separate entity anytime we deem appropriate, and the successor entity will have all of the rights and duties specified in this Section. You authorize us acknowledge that the Marketing Fund is intended to act as your sole agent maximize recognition of the Marks and patronage of XXXXX'X SUBS Restaurants. Although we will endeavor to enter into contracts with parties offering promotionutilize the Marketing Fund to develop advertising and marketing materials and programs and to place advertising and marketing that will benefit all XXXXX'X SUBS Restaurants, discount or other programs whereby you would receive rebates or marketing allowances ("Rebates") from handling items offered for sale we undertake no obligation to ensure that expenditures by the partiesMarketing Fund in or affecting any geographic area are proportionate or equivalent to the contributions to the Marketing Fund by XXXXX'X SUBS Restaurants operating in that geographic area or that any XXXXX'X SUBS Restaurant will benefit directly or in proportion to its contribution to the Marketing Fund from the development of advertising and marketing materials or the placement of advertising and marketing. All Rebates will be paid Except as expressly provided in this Section, we assume no direct or indirect liability or obligation to us and we will contribute them to you for collecting amounts due to, or maintaining, directing or administering, the Marketing Fund. By signing this AgreementWe can defer or reduce contributions of a XXXXX'X SUBS Restaurant franchise owner and, you assign upon thirty (30) days' prior written notice to you, reduce or suspend contributions to and operations of the Marketing Fund for one or more periods of any length and terminate (and, if terminated, reinstate) the Marketing Fund. If the Marketing Fund is terminated, all unspent moneys on the date of your right, title termination will be distributed to our franchise owners and interest to us and our affiliates in all Rebates proportion to us, their and authorize us to furnish any proof of purchase evidence as may be required in accordance with the contracts. All Rebates received by us from our Company-Units will also be contributed respective contributions to the Marketing FundFund during the preceding twelve (12) month period. (e) We will retain our independent certified public accountants to prepare an annual audit of the Marketing Fund, at the expense of the Marketing Fund, and send a copy of the audit to you and all other Franchisees within 90 days after the end of each fiscal year.

Marketing Fund. (a) We Our experience and business judgment is that a unified marketing program, on both a local and broader level, is an essential factor in the potential success of all Plantation Stores, to achieve top-of-mind awareness in potential customers, to build and retain goodwill associated with the Names and Marks thereby hopefully benefiting all Coffee Plantation operators, to create improved brand loyalty among new and future customers and to achieve a favorable retail position for all Plantation Stores. To maximize the possibility of obtaining these goals, you and we have created agreed to a special marketing program as follows: We've instituted an advertising, publicity and marketing fund called the "Healthy Bites Grill Marketing Fund" (the "Marketing Fund")) for such advertising, into which advertising-related, marketing and/or public relations programs, services and/or materials as we, in our sole and absolute discretion, may deem necessary or appropriate to promote Plantation Stores. The Marketing Fund may be combined with any marketing fund otherwise established for Plantation Stores and the Advertising Contributions are deposited funds merged for the general benefit of all Franchise Units and Company Units who use in accordance with this Agreement. You will contribute to the Marketing Fund three percent (3%) of the Gross Sales of your Plantation Store (we may reduce or waive this amount on an individual or other basis in our sole and absolute discretion.) Marketing Fund Contributions will be calculated and paid at the same time, in the same manner, and for the same periods, as royalty payments. We will cause each Plantation Store owned by us or any affiliate to make contributions to the Marketing Fund based on the contribution rate generally in effect at the time such Plantation Store most recently came under our ownership. You understand that, due to differing forms of Franchise Agreements or otherwise, some Coffee Plantation Franchisees may 36 have different Marketing Fund and/or other obligations than in this Agreement. We will have sole and absolute discretion over all matters relating to the Marketing Fund in any way, including (but not limited to) its management, all financial matters, expenditures, receipts and/or investments by the Marketing Fund. , timing of expenditures, creative concepts, content, materials and endorsements for any marketing programs, together with the geographic, market, and media placement and allocation thereof. The Marketing Fund may be used, in our sole and absolute discretion, to (bamong other things) We administer pay costs of new product development, menu boards and other signage, preparing, producing, distributing and using marketing, advertising and other materials and programs; administering national, regional and other marketing programs, purchasing media, employing advertising, public relations and other agencies and firms; and supporting public relations, market research and other advertising and marketing activities, as well as any expenses associated with any Franchisee Advisory Council(s), if those Councils, and such expenses, are approved by us in our sole and absolute discretion. A brief statement regarding the availability of information regarding the purchase of Coffee Plantation franchises may be included in advertising and other items produced and/or distributed using the Marketing Fund. Where approved by a majority of any Franchisee Advisory Council, the Marketing Fund may also be used for research, secret shoppers, store development testing and other purposes. We can, in our sole and absolute discretion, arrange for services, goods and otherwise, including (but not limited to) creative concepts, production, placement, purchase of media, legal, accounting and other services, to be provided to the Marketing Fund by us, any of the Franchisor-Related Persons/Entities and our and/or their employees or agents, including persons/entities who may be owned, operated, controlled by, and/or affiliated with, us (such as an "in-house advertising agency") or who may be independent. We may use the Marketing Fund to compensate and reimburse any of such persons/entities (including ourselves) as we deem appropriate in our sole and absolute discretion (including payment of commissions) and to compensate ourselves and/or others for administrative and other services, materials, etc. rendered to the Marketing Fund, provided that any compensation to us or any affiliate will not be unreasonable in amount. While we are not required to submit any proposed or other expenditures by (or any other matters relating to) the Marketing Fund for approval by any Franchisee Advisory Council, if Franchisor does submit any matters for approval and approval is granted by a majority of such Franchisee Advisory Council, such approval will be final and binding on you. 37 You will participate in all marketing programs instituted by the Marketing Fund or us but will retain full freedom to set your own prices, except that we may, to the greatest degree permitted by applicable law, specify maximum prices above which you will not sell or otherwise provide any goods or services and you will comply with all such maximum prices. The Marketing Fund is maintained will, as available, furnish you with marketing, advertising and operated by us promotional formats and used sample materials and may charge the direct cost of producing them plus shipping and handling. We may, in our sole and absolute discretion, use the Marketing Fund to meet pay the costs of conducting regional and/or national advertising and promotional activities (including the cost of advertising campaignsadvertising, test marketingadvertising-related, marketing surveys, and/or public relations programs, services and/or materials with respect to locations, programs or concepts where Products and/or Services offered under the Name and/or Marks are to be offered in conjunction with products and/or services offered under other marks, including (but not limited to) any co-branding, dual franchising or other programs, and any other franchised or non-franchised alternative channel of distribution, whether controlled by us or not. The Marketing Fund will be accounted for separately from our other funds (but may be commingled with our other funds) and will not be used to defray any of our general operating expenses, except for such salaries, administrative costs, overhead and other expenses as we may reasonably incur in activities related to the Marketing Fund and its programs (including, without limitation, conducting market research, preparing advertising and marketing materials, insurance, legal costs and collecting and accounting for the Marketing Fund.) In any event, we deem beneficial to the System. We are authorized to may charge the Marketing Fund for attorney's fees at reasonable market rates for advertising, marketing and other costs related in any way to our defense of any claims against us and/or any of the Franchisor-Related Persons/Entities regarding the Marketing Fund or promotional services actually provided with respect to collecting amounts due and/or expenditures by usor from the Marketing Fund. We may, in lieu of engaging third party agencies to provide these services. We will use none of the funds to offer to sell, or sell, Healthy Bites Grill Franchises to prospective franchisees. (c) All expenditures are at our sole and absolute discretion. We may , spend in any calendar fiscal year more an amount greater or less than the total Advertising Contributions aggregate contributions to the Marketing Fund in that year. We year and the Marketing Fund may borrow from us or other lenders on behalf of the Marketing Fund to cover deficits of the Marketing Fund or cause the Marketing Fund to invest any surplus for future use by the Marketing Fund. (d) . You authorize us to act collect for remission to the Marketing Fund any advertising or promotional monies or credits offered by any supplier based upon purchases by you or otherwise. In any event, and notwithstanding any designation by you, any provisions of this Agreement to the contrary or otherwise, your Marketing Fund contributions may be applied, in our sole and absolute discretion, to any obligations of you to us or any affiliate, including (but not limited to) royalties, marketing contributions, purchases, interest, rent or otherwise. All interest earned on monies contributed to, or held in, the 38 Marketing Fund may be retained in our General Account and/or applied and/or expended by us as your we determine in our sole agent and absolute discretion and is not subject to enter into contracts with parties offering promotion, discount or other programs whereby you would receive rebates or marketing allowances ("Rebates") from handling items offered for sale the restrictions of this Agreement. A statement of monies collected and costs incurred by the partiesMarketing Fund will be prepared annually by us and be furnished to you upon written request. All Rebates We may (but are not required to) have financial statements of the Marketing Fund audited and any costs in connection therewith will be paid by the Marketing Fund. We will have the right to cause the Marketing Fund to be incorporated or operated through an entity separate from us as we deem appropriate in our sole and we absolute discretion, and such successor entity will contribute them have all rights and duties of ours relating to the Marketing Fund. By signing this AgreementFranchisor may (but is not required to) remit a portion of Marketing Fund contributions back to a franchisee on such terms and conditions as Franchisor determines in Franchisor's sole and absolute discretion, you assign all including (but not limited to) reimbursement of your rightlocal advertising expenditures made by a Franchisee and Franchisor may waive and/or compromise claims for contributions to, title and/or claims against or with respect to, the Marketing Fund in Franchisor's sole and interest absolute discretion, using the Marketing Fund to pay any such claims. We will have sole and absolute discretion as to whether or not Franchisor takes legal or other action against any franchisee who is in all Rebates default of his or her obligations with respect to us, the Marketing Fund (including obligations to make contributions) or otherwise and authorize us to furnish any proof of purchase evidence as whether a franchisee may be required allowed to make direct advertising expenditures in accordance with the contracts. All Rebates received by us from our Company-Units will also be contributed place of contributions to the Marketing Fund. (e) . We have no obligation to ensure that expenditures by the Marketing Fund in or affecting any geographic area or Plantation Store are or will be proportionate or equivalent to the contributions to the Marketing Fund by Plantation Stores operating in that geographic area or that any Plantation Store will benefit directly or in proportion to its contribution to the Marketing Fund or from the development of advertising and marketing materials and/or programs, the placement of advertising or otherwise. We will retain our independent certified public accountants have no obligation to prepare an annual audit cause other Plantation Stores, licensees or outlets (some of which may be under different arrangements) to contribute to the Marketing Fund, any cooperative or engage in local marketing. You agree that we (and each of the Franchisor-Related Persons/Entities) will not have any direct or indirect liability or obligation to you, the Marketing Fund or otherwise with respect to the management, maintenance, direction, administration or otherwise of the Marketing Fund, at the expense . You agree that neither we (nor any of the Franchisor-Related Persons/Entities) will be liable for any act or omission, whether with respect to the Marketing Fund, and send a copy of the audit to you and all other Franchisees within 90 days after the end of each fiscal year.Fund or otherwise which is consistent with this Agreement or other

Marketing Fund. (ai) We have created a special fund called Franchisee shall contribute to the "Healthy Bites Grill National Marketing Fund (“Marketing Fund" ”), at the same time its pays the Royalty Fee due under Section 4.2, an amount that Franchisor designates periodically, which amount shall not exceed four percent (4%) of the "Gross Sales of the Franchised Restaurant for the period. Franchisor shall establish and maintain a bank account for the purpose of administering the Marketing Fund"), into as described in this Agreement. Franchisee shall make contributions to the Marketing Fund as set out in this Section 8.23. Franchisor has the sole discretion to settle or forgive any accrued and unpaid Marketing Fund contributions owed by any franchisee. (ii) Franchisee agrees and acknowledges that contributions to the Marketing Fund are intended to increase recognition of the Marks and to further the public image and acceptance of the System and that Franchisor does not undertake any obligation to ensure that expenditures from the Marketing Fund are proportionate or equivalent to contributions to the Marketing Fund by Franchised Restaurants operating in the geographic area or that Franchisee or the Franchised Restaurant will benefit directly or in proportion to its contribution to the Marketing Fund. Neither Franchisor nor any of Franchisor’s respective officers, directors, agents or employees, shall be liable to Franchisee with respect to the maintenance, direction or administration of the Marketing Fund, including the handling of contributions, expenditures, investments or borrowing, except for acts constituting willful misconduct. (iii) Franchisor shall make contributions to the Marketing Fund for each WING ZONE Restaurant that Franchisor or its affiliate owns. (iv) While Franchisee is in compliance with Section 8.23, Franchisee will be furnished with advertising materials which were produced with expenditures from the Advertising Marketing Fund for distribution to franchisees of the System on the same terms and conditions as the materials are furnished to other franchisees. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IX, INC. EAST 19 (v) Franchisee shall make its contribution to the Marketing Fund on the date and in the manner designated by Franchisor, including bank drafting. Contributions are deposited for to the general benefit Marketing Fund may be used to defray expenses of all Franchise Units Franchisor only to the extent of the administrative costs and Company Units who contribute to overhead that Franchisor may reasonably incur in administering the Marketing Fund. (bvi) We administer The Marketing Fund, all contributions to it and any earnings on those contributions shall be used exclusively to meet all costs of maintaining, administering or directing and preparing promotional and/or advertising activities. Franchisor has the sole discretion over how and where the Marketing Fund contributions are spent to promote, enhance or further the growth of the System, including, without limitation, promotional marketing and advertising expenses, hiring marketing, public relations and advertising agencies and in-house personnel to assist in developing the System’s materials, branding and average unit volumes, expenses associated with listings in telephone books, subsidies of premiere/marquis restaurants designed to gxxxxx media attention and promote the brand name, travel expenses in connection with promotions and marketing meetings, training, development of trademarks and trademarked materials, production of circulars, media, advertisements, coupons and promotional materials (including point of purchase materials) and for any other use Franchisor determines. Additionally, Franchisor can use the Marketing Fund to pay for expenses incurred in developing and maintaining the non-franchise sales portion of Franchisor’s website. All sums paid by Franchisee into the Marketing Fund shall be maintained in an account separate from the other monies of Franchisor and shall not be used to defray any of Franchisor’s expenses, except for the reasonable administrative costs and overhead, if any, as Franchisor may incur in activities reasonably related to the administration or direction of the Marketing Fund and promotion and advertising programs for franchisees and the System, including, among other things, the cost of personnel for creating and implementing advertising, promotional and marketing programs. The Marketing Fund and its earnings shall not otherwise inure to the benefit of Franchisor. (vii) It is anticipated that all contributions to and earnings from the Marketing Fund shall be expended for promotional and/or advertising purposes during the taxable year in which the contributions and earnings are received. If, however, Franchisor determines that funds should be retained and accumulated for major advertising purchases or any other reason, then funds may be held beyond the year of receipt. Generally, if excess amounts remain in the Marketing Fund at the end of the taxable year, all expenditures for the following taxable year(s) shall be made first out of accumulated earnings from the previous year, next out of earnings in the current year and finally from contributions. INITIALS: ______: ______ WING ZONE FA (FINAL 2021) FUTURE LABS IX, INC. EAST 20 (viii) The Marketing Fund is not and shall not be an asset of Franchisor or its designate. A statement of the operation of the Marketing Fund as shown on the books of the Marketing Fund shall be prepared annually and shall be made available to Franchisee. Upon request, Franchisor shall make available for inspection by Franchisee the books and records of the Marketing Fund. At Franchisor’s option, Franchisor can create a separate entity to be the recipient of Franchisee’s Marketing Fund contributions and Franchisee agrees, upon Fxxxxxxxxx’s request, to tender Marketing Fund payments to said entity. (ix) The Marketing Fund is maintained and operated by us and used not a trust fund. Franchisor shall have no fiduciary duty to meet Franchisee in connection with the costs of conducting regional and/or national advertising and promotional activities (including the cost of advertising campaigns, test marketing, marketing surveys, public relations activities and marketing materials) we deem beneficial to the System. We are authorized to charge the Marketing Fund fees at reasonable market rates for advertising, marketing collection or promotional services actually provided by us, in lieu of engaging third party agencies to provide these services. We will use none of the funds to offer to sell, or sell, Healthy Bites Grill Franchises to prospective franchisees. (c) All expenditures are at our sole discretion. We may spend in any calendar year more or less than the total Advertising Contributions to the Marketing Fund in that year. We may borrow from us or other lenders on behalf of the Marketing Fund to cover deficits monies or any aspect of the Marketing Fund or cause the Marketing Fund to invest any surplus for future use by operation of the Marketing Fund. (d) You authorize us to act as your sole agent to enter into contracts with parties offering promotion, discount or other programs whereby you would receive rebates or marketing allowances ("Rebates") from handling items offered for sale by the parties. All Rebates will be paid to us and we will contribute them to the Marketing Fund. By signing this Agreement, you assign all of your right, title and interest in all Rebates to us, and authorize us to furnish any proof of purchase evidence as may be required in accordance with the contracts. All Rebates received by us from our Company-Units will also be contributed to the Marketing Fund. (e) We will retain our independent certified public accountants to prepare an annual audit of the Marketing Fund, at the expense of the Marketing Fund, and send a copy of the audit to you and all other Franchisees within 90 days after the end of each fiscal year.

Marketing Fund. (a) We have created Recognizing the value of advertising and marketing to the goodwill and public image of UNITS, COMPANY has instituted and LICENSE OWNER agrees that COMPANY or its designee shall maintain and administer a special marketing fund called the "Healthy Bites Grill Marketing Fund" (the "Marketing FundMARKETING FUND")) for such advertising, into which media placement, marketing and public relations programs, research and related activities as COMPANY, in its sole discretion, may deem necessary or appropriate to generally promote UNITS and/or the Advertising Contributions are deposited for the general benefit of all Franchise Units and Company Units who System. LICENSE OWNER shall contribute to the Marketing Fund two percent (2%) of the Store's Royalty Base Revenue (without credit for any Promotional Allowances collected by COMPANY and contributed pursuant to Section 12.C.), payable to COMPANY by separate check or transfer at the same time and in the same manner as the Royalty Fees due hereunder. UNITS which are owned by COMPANY or its Affiliates, to the extent COMPANY has the right to require such Affiliates to do so, shall contribute to the Marketing Fund on the same basis as LICENSE OWNER. COMPANY shall have the right to require LICENSE OWNER from time to time to increase LICENSE OWNER'S Marketing Fund contributions up to one fourth of one percent (0.25%) per year. COMPANY shall direct all advertising, media placement, marketing and public relations programs and activities financed by the Marketing Fund. (b) We administer , with sole discretion over the strategic direction, creative concepts, materials and endorsements used therein, and the geographic, market, and media placement and allocation thereof. LICENSE OWNER agrees that the Marketing Fund may be used to pay various costs and expenses, including, by way of example 45 168 and without limitation: preparing and producing video, audio and written advertising materials; interest on borrowed funds; sponsorship of sporting, charitable or similar events; reasonable salaries and expenses of employees of COMPANY or its Affiliates working for or on behalf of the Marketing Fund or on advertising, marketing, public relations materials, programs, or activities or promotions for the benefit of the Marketing Fund and administrative costs and overhead of COMPANY or its Affiliates incurred in activities reasonably related to the administration of the Marketing Fund; administering advertising programs, including, without limitation, purchasing direct mail and other media advertising and employing advertising agencies to assist therewith; and supporting public relations, market and consumer research and other advertising, promotional and marketing activities, including testing and test marketing programs, fulfillment charges, and development, implementation and testing of Trade Dress and design prototypes. LICENSE OWNER agrees to participate in all advertising, marketing, promotions, research and public relations programs instituted by the Marketing Fund. The Marketing Fund is maintained and operated by us and used to meet the costs shall furnish LICENSE OWNER with reasonable quantities of conducting regional and/or national marketing, advertising and promotional formats and sample materials at cost. The Marketing Fund shall be accounted for separately, but shall not be required to be segregated, from the other funds of COMPANY and shall not be used to defray any of COMPANY's general operating expenses, except for such reasonable salaries, administrative costs and overhead as COMPANY may incur in activities (including the cost of advertising campaigns, test marketing, marketing surveys, public relations activities and marketing materials) we deem beneficial reasonably related to the System. We are authorized to charge administration and activities of the Marketing Fund fees at reasonable and creation or conduct of its marketing programs including, without limitation, conducting market rates research, preparing advertising and marketing materials and collecting and accounting for advertising, marketing or promotional services actually provided by us, in lieu of engaging third party agencies contributions to provide these servicesthe Marketing Fund. We will use none of the funds to offer to sell, or sell, Healthy Bites Grill Franchises to prospective franchisees. (c) All expenditures are at our sole discretion. We COMPANY may spend in any calendar a fiscal year more an amount greater or less than the total Advertising Contributions aggregate contributions of all UNITS to the Marketing Fund in that year. We The Marketing Fund may borrow from us COMPANY or other lenders on behalf of the Marketing Fund at standard commercial interest rates to cover deficits of the Marketing Fund or cause the Marketing Fund to invest any surplus for future use by the Marketing Fund. (d) You authorize us . All interest earned on monies contributed to act as your sole agent the Marketing Fund will be used to enter into contracts with parties offering promotion, discount or pay costs of the Marketing Fund before other programs whereby you would receive rebates or marketing allowances ("Rebates") from handling items offered for sale assets of the Marketing Fund are expended. A summary statement of monies collected and costs incurred by the partiesMarketing Fund for COMPANY's immediately preceding fiscal year shall be made available to LICENSE OWNER upon LICENSE OWNER's written request. All Rebates COMPANY will have the right to cause the Marketing Fund to be paid incorporated or operated through an entity separate from COMPANY at such time as COMPANY deems appropriate, and such successor entity shall have all rights and duties of COMPANY pursuant to us this Paragraph A. Notwithstanding anything in this Agreement to the contrary, under no circumstances will COMPANY or its Affiliates be required to contribute to the Marketing Fund any revenue or profits (or an portion thereof) made or collected by COMPANY or its Affiliates from sales to or purchases by LICENSE OWNER of any goods or services. LICENSE OWNER understands and we acknowledges that the Marketing Fund is intended to maximize recognition of the Marks and the System generally. Although COMPANY will endeavor to utilize the Marketing Fund to develop advertising and marketing materials and programs, and to place advertising in order to benefit all UNITS, COMPANY undertakes no obligation to ensure that expenditures by the Marketing Fund in or affecting any geographic area are proportionate or equivalent to the contributions to the Marketing Fund by UNITS operating in that geographic area or that any UNIT will benefit directly or in proportion to its contribution to the Marketing Fund from the development of advertising and marketing materials or the placement of advertising. COMPANY may use the Marketing Fund to promote any type of UNIT in the System. LICENSE OWNER acknowledges that its failure to derive any such benefit will not serve as a basis for a reduction or elimination of its obligation to contribute them to the Marketing Fund. By signing this Agreement, you assign all LICENSE OWNER further acknowledges and agrees that the failure (whether with or without COMPANY's permission) of your right, title and interest in all Rebates any other license owner to us, and authorize us to furnish any proof make the appropriate amount of purchase evidence as may be required in accordance with the contracts. All Rebates received by us from our Company-Units will also be contributed contributions to the Marketing Fund. (e) We will retain our Fund shall not in any way release LICENSE OWNER from or reduce LICENSE OWNER's obligations under this Paragraph A., such obligations being separate and independent certified public accountants obligations of LICENSE OWNER under this Agreement. Except as expressly provided in this Paragraph A., COMPANY assumes no direct or indirect liability or obligation to prepare an annual audit LICENSE OWNER with respect to the maintenance, direction, or administration of the Marketing Fund. LICENSE OWNER understands and acknowledges that the monies it contributes to the Marketing Fund shall be combined with contributions of other license owners and franchise owners in the System, at including those franchise owners and license owners in the expense System that may operate their UNITs under different brand names or Marks, or with trade dress and operations that differ from LICENSE OWNER'S. Contributions to the Marketing Fund made by LICENSE OWNER may be used to promote UNITS and brands that differ from the type of UNIT LICENSE OWNER operates and the brands LICENSE OWNER uses, and contributions to the Marketing Fund made by license owners in the System that use brands and operate UNITS that differ from LICENSE OWNER'S brands and UNIT may be used to promote the type of UNIT LICENSE OWNER operates. COMPANY undertakes no obligation to insure that Marketing Fund monies will be spent to promote various types of UNITS using various brands in proportion to the Marketing Fund contributions made by franchise owners and license owners in the System of such types of UNITS or using those brands. COMPANY reserves the right, in its sole discretion, to suspend contributions to and operations of the Marketing Fund, Fund for such periods that it determines to be appropriate and send a copy to terminate the Marketing Fund upon written notice to LICENSE OWNER. All unspent monies on the date of termination shall be distributed to COMPANY and franchise owners and license owners in proportion to their respective contributions to the audit Marketing Fund during the preceding twelve (12) month period. COMPANY has the right to you reinstate the Marketing Fund upon the same terms and all other Franchisees within 90 days after the end of each fiscal yearconditions set forth herein upon thirty (30) days' prior written notice to LICENSE OWNER.

Marketing Fund. (a) We have created Xxxxxx’x has established a special fund called the "Healthy Bites Grill Marketing Fund" (the "Marketing Fund"), into which the Advertising Contributions are deposited Fund for the general benefit purpose of all Franchise Units and Company Units who promoting the System. The Marketing Fund may be operated by an affiliate of Xxxxxx’x. You agree to contribute to the Marketing Fund.Fund four percent (4%) of your Net Sales of your Restaurant as determined by Xxxxxx’x. Such fee shall be paid weekly at the time and in the manner for which royalty fees are paid as set forth in Article 4. You agree that the Marketing Fund shall be maintained and administered by Xxxxxx’x or its designee, in its sole discretion, as follows: (b) We administer 1. Xxxxxx’x or its designee shall direct all programs that the Marketing Fund finances, with sole control over the creative concepts, materials, and endorsements used and their geographic, market, and media placement and allocation. Xxxxxx’x will own the copyright in the design, content and materials created using Fund monies. You agree and acknowledge that the Marketing Fund is intended to maximize general public recognition and acceptance of the Proprietary Marks and enhance the collective success of all Restaurants operating under the System. In administering the Marketing Fund, Xxxxxx’x and its designee undertake no obligation to make expenditures for you which are equivalent or proportionate to your contributions or to ensure that any particular franchisee benefits directly or pro rata from the placement of advertising. 2. You agree that the Marketing Fund may be used by Xxxxxx’x or its designee, in its sole discretion, to satisfy any and all costs of maintaining, administering, directing and preparing advertising (including, without limitation, the cost of preparing and conducting television, radio, internet/web-based, magazine, newspaper, and electronic media advertising campaigns, developing, implementing, and maintaining an electronic commerce website and/or related strategies; the cost of market research, costs of administering customer loyalty programs, direct mail and outdoor billboard advertising, public relations activities, employing advertising agencies to assist therein, costs of Xxxxxx’x personnel and other departmental costs for advertising that is internally administered or prepared by Xxxxxx’x, costs of providing other advertising materials to Restaurants operated under the System, and the costs of maintaining Xxxxxx’x Website, and the costs of a national “1-800” customer and/or franchisee service telephone number if such service is implemented by Xxxxxx’x). All sums paid by you to the Marketing Fund shall be maintained in a separate account by Xxxxxx’x or its designee and shall not be used to defray any of Xxxxxx’x general operating expenses, except for such reasonable administrative costs and overhead, if any, as Xxxxxx’x or its designee may incur in activities reasonably related to the administration or direction of the Marketing Fund and advertising programs for franchisees and the System. The Marketing Fund and its earnings shall not otherwise inure to the benefit of Xxxxxx’x. The Marketing Fund is maintained operated solely as a conduit for collecting and operated by us expending the marketing and advertising fees as outlined above and may also be used to meet the costs of conducting regional and/or national advertising and promotional activities (including the cost of advertising campaigns, test marketing, marketing surveys, public relations activities and marketing materials) we deem beneficial to the Systemestablish a catering hotline. 3. We are authorized to charge the Marketing Fund fees at reasonable market rates for advertising, marketing or promotional services actually provided by us, in lieu of engaging third party agencies to provide these services. We will use none A statement of the funds to offer to sell, or sell, Healthy Bites Grill Franchises to prospective franchisees. (c) All expenditures are at our sole discretion. We may spend in any calendar year more or less than the total Advertising Contributions to the Marketing Fund in that year. We may borrow from us or other lenders on behalf operations of the Marketing Fund shall be prepared annually by Xxxxxx’x and shall be made available to cover deficits you upon request. Xxxxxx’x is not obligated to provide an accounting of each marketing program and spend for your individual Restaurant. 4. Although the Marketing Fund or cause is intended to be of perpetual duration, Xxxxxx’x may terminate the Marketing Fund to invest at any surplus for future use by time. The Marketing Fund shall not be terminated, however, until all monies in the Marketing Fund. (d) You authorize us Fund have been expended for advertising or promotional purposes or returned to act as your sole agent to enter into contracts with parties offering promotion, discount contributing franchised or other programs whereby you would receive rebates or marketing allowances ("Rebates") from handling items offered for sale by the parties. All Rebates will be paid to us and we will contribute them to the Marketing Fund. By signing this Agreement, you assign all of your right, title and interest in all Rebates to us, and authorize us to furnish any proof of purchase evidence as may be required in accordance with the contracts. All Rebates received by us from our Company-Units will also be contributed to Operated Restaurants, without interest, on the Marketing Fundbasis of their respective contributions. (e) We will retain our independent certified public accountants to prepare an annual audit of the Marketing Fund, at the expense of the Marketing Fund, and send a copy of the audit to you and all other Franchisees within 90 days after the end of each fiscal year.