Common use of MODIFICATIONS OF THE SYSTEM Clause in Contracts

MODIFICATIONS OF THE SYSTEM. 9.1. We shall be entitled from time to time, in the exercise of our reasonable business judgment, to change or modify the System, including modifications to the Manuals, the menu and menu formats, the Designated Equipment, the signage, the building and exterior areas of your Rubio's Store (including the Trade Dress, decor and color schemes), the presentation of the Marks, the adoption of new administrative forms and methods of reporting and of payment of any monies owed to us and the adoption and use of new or modified Marks or copyrighted materials. You shall accept and use or display in your Rubio's Store any such changes or modifications in the System as if they were a part of the System at the time this Agreement was executed, and you will make such expenditures as the changes or modifications in the System may reasonably require. 9.2. Within 30 days after receipt of written notice from us, you shall begin selling any newly authorized menu items and cease selling any menu items that are no longer authorized. All food, beverage and merchandise items authorized for sale at your Rubio's Store shall be offered for sale under the specific name designated by us. If you have a suggestion for a new menu item or for a change to an authorized menu item or you desire to participate in a test market program, you must provide us written notice, and obtain our written consent, prior to implementation. You shall purchase any additional equipment and smallwares as we deem reasonably necessary in connection with new menu items. If we require you to begin offering a new menu item which requires the purchase of additional equipment, a reasonable period of time, as determined in the exercise of our reasonable business judgment, shall be provided for the financing, purchase and installation of any such equipment before such new menu items must be offered for sale at your Rubio's Store. 9.3. Extensive structural changes, major remodeling and renovations and substantial modifications to existing equipment and improvements to modernize and conform your Rubio's Store to the image of the System for new franchised and company restaurants shall be required at our request (but not more often than every 5 years). Capital expenses necessary for the repair and maintenance of your Rubio's Store are not subject to the time limitations described in the preceding sentence. Within 60 days after your receipt of our written notice regarding the required modernization, you shall prepare and complete drawings and plans for the required modernization. These drawings and plans must be submitted to, and their use approved by, us prior to the commencement of work. You shall complete the required modernization within the time reasonably specified by us in our written notice. 9.4. We shall have the right, in the exercise of our reasonable business judgment, to waive, defer or permit variations from the standards of the System or the applicable agreement to any franchisee or prospective franchisee based on the peculiarities of a particular site, existing building configuration or circumstance, density of population, business potential, trade area population or any other condition or circumstances. We shall have the right, in the exercise of our reasonable business judgment, to deny any such request we believe would not be in the best interests of the System. 9.5. If you develop any new concepts, processes or improvements relating to the System, whether or not pursuant to an test we authorize, you promptly shall notify us and provide us with all information regarding the new concept, process or improvement, all of which shall become our property and which may be incorporated into the System without any payment to you. You, at your expense, promptly shall take all actions deemed necessary or desirable by us to vest in us ownership of such concepts, processes or improvements.

MODIFICATIONS OF THE SYSTEM. 9.1. We A. HFS, in its sole discretion, shall be entitled from time to time, in the exercise of our reasonable business judgment, time to change or modify the System, including modifications to the ManualsManual, the menu and menu formats, the Designated Equipmentrequired equipment, the signage, the building and exterior areas premises of your Rubio's Store the Franchised Restaurant (including the Trade Dresstrade dress, decor and color schemes), the presentation of the Proprietary Marks, the adoption of new administrative forms and methods of reporting and of payment of any monies owed to us HFS (including electronic means of reporting and payment) and the adoption and use of new or modified Proprietary Marks or copyrighted materials. You Franchisee shall accept and use or display in your Rubio's Store the Franchised Restaurant any such changes or modifications in the System as if they were a part of the System at the time this Agreement was executed, and you Franchisee will make such expenditures as the changes or modifications in the System may reasonably require. 9.2. B. Within 30 days after receipt of written notice from usHFS, you Franchisee shall begin selling any newly authorized menu items and cease selling any menu items that are no longer authorized. All food, beverage and merchandise items authorized for sale at your Rubio's Store the Franchised Restaurant shall be offered for sale under the specific name designated by usHFS. HFS, in its sole discretion, may restrict sales of menu items to certain time periods during the day. Franchisee shall establish menu prices in its sole and absolute discretion. If you have Franchisee has a suggestion for a new menu item or for a change to an authorized menu item or you desire Franchisee desires to participate in a test market program, you must Franchisee shall provide us HFS written notice, and obtain our written consent, notice prior to implementation. You Franchisee shall not add or modify any menu item or participate in a test market program without first having obtained HFS’ prior written approval. Franchisee shall purchase any additional equipment and smallwares as we deem HFS deems reasonably necessary in connection with new menu items. If we require you HFS requires Franchisee to begin offering a new menu item which requires the purchase of additional equipment, a reasonable period of time, as determined in the exercise sole discretion of our reasonable business judgmentHFS, shall be provided for the financing, purchase and installation of any such equipment before such new menu items must be offered for sale at your Rubio's Storethe Franchised Restaurant. 9.3. C. Extensive structural changes, major remodeling and renovations renovations, and substantial modifications to existing equipment and improvements to modernize and conform your Rubio's Store the Franchised Restaurant to the image of the System for new franchised and company restaurants shall be required at our HFS’ request (but not more often than every 5 years). Capital expenses necessary for the repair and maintenance of your Rubio's Store the Franchised Location are not subject to the time limitations described in the preceding sentence. Within 60 days after your receipt of our HFS’ written notice regarding the required modernization, you Franchisee shall prepare and complete drawings and plans for the required modernization. These drawings and plans must be submitted to, and their use approved by, us HFS prior to the commencement of work. You Franchisee shall complete the required modernization within the time reasonably specified by us HFS in our its written notice. 9.4. We shall have D. HFS has the right, in the exercise of our reasonable business judgmentits sole discretion, to waive, defer or permit variations from the standards of the System or the applicable agreement to any franchisee or prospective franchisee based on the peculiarities of a particular site, existing building configuration or circumstance, density of population, business potential, trade area population or any other condition or circumstancescircumstance. We HFS shall have the right, in the exercise of our reasonable business judgmentits sole discretion, to deny any such request we believe HFS believes would not be in the best interests of the System. 9.5. E. If you develop Franchisee develops any new concepts, processes or improvements relating to the System, whether or not pursuant to an test we authorizeHFS authorized test, you Franchisee promptly shall notify us HFS and provide us HFS with all information regarding the new concept, process or improvement, all of which shall become our the property of HFS and its affiliates and which may be incorporated into the System without any payment to youFranchisee. YouFranchisee, at your its expense, promptly shall take all actions deemed necessary or desirable by us HFS to vest in us HFS ownership of such concepts, processes or improvements.

MODIFICATIONS OF THE SYSTEM. 9.1. We A. CKE, in its sole discretion, shall be entitled from time to time, in the exercise of our reasonable business judgment, time to change or modify the System, including modifications to the ManualsOPM, the menu and menu formats, the Designated Equipmentrequired equipment, the signage, the building and exterior areas premises of your Rubio's Store the Franchised Restaurant (including the Trade Dresstrade dress, decor and color schemes), the presentation of the Proprietary Marks, the adoption of new administrative forms and methods of reporting and of payment of any monies owed to us CKE (including electronic means of reporting and payment) and the adoption and use of new or modified Proprietary Marks or copyrighted materials. You Franchisee shall accept and use or display in your Rubio's Store the Franchised Restaurant any such changes or modifications in the System as if they were a part of the System at the time this Agreement was executed, and you Franchisee will make such expenditures as the changes or modifications in the System may reasonably require. 9.2. B. Within 30 days after receipt of written notice from usCKE, you Franchisee shall begin selling any newly authorized menu items and cease selling any menu items that are no longer authorized. All food, beverage and merchandise items authorized for sale at your Rubio's Store the Franchised Restaurant shall be offered for sale under the specific name designated by usCKE. CKE, in its sole discretion, may restrict sales of menu items to certain time periods during the day. Franchisee shall establish menu prices in its sole and absolute discretion. If you have Franchisee has a suggestion for a new menu item or for a change to an authorized menu item or you desire Franchisee desires to participate in a test market program, you must Franchisee shall provide us CKE written notice, and obtain our written consent, notice prior to implementation. You Franchisee shall not add or modify any menu item or participate in a test market program without first having obtained CKE’s prior written approval. Franchisee shall purchase any additional equipment and smallwares as we deem CKE deems reasonably necessary in connection with new menu items. If we require you CKE requires Franchisee to begin offering a new menu item which requires the purchase of additional equipment, a reasonable period of time, as determined in the exercise sole discretion of our reasonable business judgmentCKE, shall be provided for the financing, purchase and installation of any such equipment before such new menu items must be offered for sale at your Rubio's Storethe Franchised Restaurant. 9.3. C. Extensive structural changes, major remodeling and renovations renovations, and substantial modifications to existing equipment and improvements to modernize and conform your Rubio's Store the Franchised Restaurant to the image of the System for new franchised and company restaurants shall be required at our CKE’s request (but not more often than every 5 years). Capital expenses necessary for the repair and maintenance of your Rubio's Store the Franchised Location are not subject to the time limitations described in the preceding sentence. Within 60 days after your receipt of our CKE’s written notice regarding the required modernization, you Franchisee shall prepare and complete drawings and plans for the required modernization. These drawings and plans must be submitted to, and their use approved by, us CKE prior to the commencement of work. You Franchisee shall complete the required modernization within the time reasonably specified by us CKE in our its written notice. 9.4. We shall have D. CKE has the right, in the exercise of our reasonable business judgmentits sole discretion, to waive, defer or permit variations from the standards of the System or the applicable agreement to any franchisee or prospective franchisee based on the peculiarities of a particular site, existing building configuration or circumstance, density of population, business potential, trade area population or any other condition or circumstancescircumstance. We CKE shall have the right, in the exercise of our reasonable business judgmentits sole discretion, to deny any such request we believe CKE believes would not be in the best interests of the System. 9.5. E. If you develop Franchisee develops any new concepts, processes or improvements relating to the System, whether or not pursuant to an test we authorizea CKE authorized test, you Franchisee promptly shall notify us CKE and provide us CKE with all information regarding the new concept, process or improvement, all of which shall become our the property of CKE and its affiliates and which may be incorporated into the System without any payment to youFranchisee. YouFranchisee, at your its expense, promptly shall take all actions deemed necessary or desirable by us CKE to vest in us CKE ownership of such concepts, processes or improvements.