Common use of Obligations Upon Termination or Expiration Clause in Contracts

Obligations Upon Termination or Expiration. Upon termination or expiration of this Agreement, all rights granted hereunder to Master Franchisee shall forthwith terminate and: 14.1 Master Franchisee shall immediately cease to operate the business licensed hereunder and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Master Franchisee of Power Smoothie. 14.2 Master Franchisee shall immediately and permanently cease to use, in any manner whatsoever, any confidential methods, procedures, and techniques associated with the System, the Trademarks, and all other Trademarks and distinctive forms, slogans, signs, symbols, and devices associated with the System. Power Smoothie Café Franchising, Inc. 14.3 Master Franchisee shall promptly take such action as may be necessary to cancel any assumed name or equivalent registration which contains the Trademarks, and any registered user agreements requested by Power Smoothie, and Master Franchisee shall furnish Power Smoothie with evidence satisfactory to Power Smoothie of compliance with this obligation within thirty (30) days after termination or expiration hereof. 14.4 Upon termination herein. all of Master Franchisee’s right, title and interest in all Franchise Agreements or any other agreement executed with Subfranchisees or otherwise associated with the operation of the Territory (including all development agreements in the Territory and the Franchised Restaurants) shall automatically and immediately be assigned to Power Smoothie without further formalities. Master Franchisee shall promptly execute any and all documents required in connection therewith as reasonably requested by Power Smoothie; however failure of Master Franchisee to so execute the necessary documentation shall not negate Power Smoothie’s full rights of assignment hereto. 14.5 Master Franchisee agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Trademarks, either in connection with such other business or the promotion thereof and further agrees not to use any designation of origin, description, representation, trademarks or trade name which suggests or represents a past or present association or connection with Power Smoothie, the System, or the Trademarks. 14.6 Master Franchisee shall promptly pay all sums owing to Power Smoothie, its affiliates, suppliers, and vendors. In the event of termination for any default of Master Franchisee, such sums shall include all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie as a result of the default, which obligation shall rise to and remain, until paid in full, a lien in favor of Power Smoothie against any and all of the personal property, furnishings, equipment, signs. and fixtures, owned by Master Franchisee at the time of default. 14.7 Master Franchisee shall promptly assign to Power Smoothie all unexpended monies in any Cooperative Fund established with Power Smoothie written authorization and shall provide such documents and information related thereto as Power Smoothie reasonably requests. 14.8 Master Franchisee shall pay to Power Smoothie all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie in either enforcing the terms of this Agreement or the post-termination covenants. 14.9 Master Franchisee shall immediately return the Manual and all other documents in its possession or under its control either directly or indirectly and notify Power Smoothie of other known whereabouts or of other Manuals or other documents which contain confidential information relating to the business licensed hereunder and operation of the Subfranchise. 14.10 All covenants, obligations, -and agreements of-Master-Franchisee which- by their-terms-or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expiration. 14.11 Master Franchisee shall comply with the covenants contained in section 15.3 hereof. Power Smoothie Café Franchising, Inc. 14.12 Power Smoothie shall have the unqualified right to purchase any or all equipment, fixtures, furnishings or supplies, of whatever kind (“Supplies”) owned by Master Franchisee and used in the production or servicing of the Power Smoothie Café restaurants or Subfranchisees, or any of the other approved products under any of the Trademarks, at a price determined by a qualified appraiser selected with the consent of both parties. If the parties cannot agree on a qualified appraiser, one shall be appointed by the AAA (as defined below) upon petition of either party. Said option to purchase may be exercised at any time within thirty (30) days from the date of such termination or within thirty (30) days after the date of the receipt by Power Smoothie of the appraiser’s determination, whichever shall be later. Power Smoothie’s interest in such Supplies constitutes a lien thereon, and Master Franchisee agrees not to impair or terminate such lien by any means, including the sale or transfer of any such Supplies by Master Franchisee to a third party. Upon the exercise of such option and tender of payment for any such Supplies, Master Franchisee agrees to sell and deliver the Supplies so purchased to Power Smoothie free and clear of any and all encumbrances and liens, and to execute and deliver to Power Smoothie a xxxx of sale therefor.

Obligations Upon Termination or Expiration. Upon termination or expiration of this Agreement, all rights granted hereunder to Master Franchisee shall forthwith terminate terminate, and: 14.1 Master A. Franchisee shall immediately cease to operate the business licensed hereunder franchised under this Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Master Franchisee franchisee of Power SmoothieFranchisor. 14.2 Master B. Franchisee shall immediately and permanently cease to use, in any manner whatsoever, any confidential methods, procedures, procedures and techniques associated with the System, ; the Trademarks, Proprietary Xxxx "CHILI'S(R)"; and all other Trademarks Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices <PAGE> associated with the System. Power Smoothie Café FranchisingIn particular, Inc. 14.3 Master Franchisee shall promptly cease to use, without limitation, all signs, advertising materials, displays, stationery, forms and any other articles which display the Proprietary Marks. C. Franchisee shall take such action as may be necessary to cancel any assumed name or equivalent registration which contains the Trademarksxxxx "CHILI'S(R)" or any other service xxxx or trademark of Franchisor, and any registered user agreements requested by Power Smoothie, and Master Franchisee shall furnish Power Smoothie Franchisor with evidence satisfactory to Power Smoothie Franchisor of compliance with this obligation within thirty five (305) days after termination or expiration hereof. 14.4 Upon termination herein. all of Master Franchisee’s right, title and interest in all Franchise Agreements or any other agreement executed with Subfranchisees or otherwise associated with the operation of the Territory (including all development agreements in the Territory and the Franchised Restaurants) shall automatically and immediately be assigned to Power Smoothie without further formalities. Master Franchisee shall promptly execute any and all documents required in connection therewith as reasonably requested by Power Smoothie; however failure of Master Franchisee to so execute the necessary documentation shall not negate Power Smoothie’s full rights of assignment hereto. 14.5 Master Franchisee agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Trademarks, either in connection with such other business or the promotion thereof and further agrees not to use any designation of origin, description, representation, trademarks or trade name which suggests or represents a past or present association or connection with Power Smoothie, the System, or the Trademarks. 14.6 Master Franchisee shall promptly pay all sums owing to Power Smoothie, its affiliates, suppliers, and vendors. In the event of termination for any default of Master Franchisee, such sums shall include all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie as a result of the default, which obligation shall rise to and remain, until paid in full, a lien in favor of Power Smoothie against any and all of the personal property, furnishings, equipment, signs. and fixtures, owned by Master Franchisee at the time of default. 14.7 Master Franchisee shall promptly assign to Power Smoothie all unexpended monies in any Cooperative Fund established with Power Smoothie written authorization and shall provide such documents and information related thereto as Power Smoothie reasonably requests. 14.8 Master Franchisee shall pay to Power Smoothie all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie in either enforcing the terms of this Agreement or the post-termination covenants. 14.9 Master Franchisee shall immediately return the Manual and all other documents in its possession or under its control either directly or indirectly and notify Power Smoothie of other known whereabouts or of other Manuals or other documents which contain confidential information relating to the business licensed hereunder and operation of the Subfranchise. 14.10 All covenants, obligations, -and agreements of-Master-Franchisee which- by their-terms-or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expiration. 14.11 Master D. 1. If Franchisee shall comply operates the Restaurant under a lease for the Restaurant premises with a third party, Franchisee shall, at Franchisor's option, assign to Franchisor any interest which Franchisee has in any lease or sublease for the covenants contained in section 15.3 hereof. Power Smoothie Café Franchising, Inc. 14.12 Power Smoothie shall have the unqualified right to purchase any or all equipment, fixtures, furnishings or supplies, of whatever kind (“Supplies”) owned by Master Franchisee and used in the production or servicing premises of the Power Smoothie Café restaurants or Subfranchisees, or any of the other approved products under any of the Trademarks, franchised business. Franchisor may exercise such option at a price determined by a qualified appraiser selected with the consent of both parties. If the parties cannot agree on a qualified appraiser, one shall be appointed by the AAA (as defined below) upon petition of either party. Said option to purchase may be exercised at any time within thirty (30) days from the date of such termination or within thirty (30) days after either termination or (subject to any existing right to renew) expiration of this Agreement. In the date of the receipt by Power Smoothie of the appraiser’s determination, whichever shall be later. Power Smoothie’s interest in such Supplies constitutes a lien thereon, and Master Franchisee agrees not to impair or terminate such lien by any means, including the sale or transfer of any such Supplies by Master Franchisee to a third party. Upon the exercise of event Franchisor exercises such option and tender acquires the lease or sublease for the premises of payment the franchised business, Franchisee shall indemnify and hold harmless Franchisor for any claim, loss, cost, or damage relating to a period of time prior to the acquisition of such Supplieslease or sublease, Master and Franchisor shall indemnify and hold harmless Franchisee for any claim, loss, cost, or damage relating to a period of time after the acquisition of such lease or sublease. In the event Franchisor does not elect to exercise its option to acquire the lease or sublease for the premises of the franchised business, Franchisee shall make such modifications or alterations to the premises operated hereunder (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to distinguish the appearance of said premises from that of other restaurants under the System, and shall make such specific additional changes thereto as Franchisor may reasonably request for that purpose. In the event Franchisee fails or refuses to comply with the requirements of this Section XIV., Franchisor shall have the right to enter upon the premises where Franchisee's franchised business was conducted, without being guilty of trespass or any other tort, for the purpose of making or causing to be made such changes as may be required, at the expense of Franchisee, which expense Franchisee agrees to sell and deliver the Supplies so purchased to Power Smoothie free and clear of any and all encumbrances and liens, and to execute and deliver to Power Smoothie a xxxx of sale thereforpay upon demand.

Obligations Upon Termination or Expiration. 11 Sections Follow Upon termination or expiration of this Agreement, all rights granted hereunder under this Agreement to Master Franchisee shall forthwith terminate will terminate, and: 14.1 Master : Cessation of Operations 17.1 Franchisee shall will immediately cease to operate the business licensed hereunder Kiddie Academy Center and shall will not thereafterafter that time, directly or indirectly, represent to the public that Franchisee is a Kiddie Academy franchise or hold itself out as a present or former Master franchisee of Franchisor. Discontinue Use of Marks 17.2 Franchisee of Power Smoothie. 14.2 Master Franchisee shall will immediately and permanently cease to use, in any manner whatsoever, any confidential information, methods, procedures, techniques, and techniques training associated with the Kiddie Academy System, ; the Trademarks, Xxxx "KIDDIE ACADEMY"; and all other Trademarks Marks and distinctive forms, slogans, signs, symbols, and devices associated with the Kiddie Academy System. Power Smoothie Café FranchisingIn particular, Inc. 14.3 Master Franchisee shall promptly will cease to use, without limitation, all signs, public relations and promotional materials, displays, stationery, forms, and any other articles which display the Marks; provided, however, that this Section will not apply to the operation by Franchisee of any other franchise under the Kiddie Academy System which may be granted by Franchisor to Franchisee. Franchisee will take such action as may be necessary to cancel or assign to Franchisor or Franchisor's designee any assumed name or equivalent registration which contains the TrademarksXxxx "KIDDIE ACADEMY" or any other service xxxx or trademark of Franchisor, and any registered user agreements requested by Power Smoothie, and Master Franchisee shall will furnish Power Smoothie Franchisor with evidence satisfactory to Power Smoothie proof of compliance with this obligation within thirty (30) days after termination or expiration hereof. 14.4 Upon of this Agreement. Assignment of Lease 17.3 Franchisee will, at Franchisor's option, assign to Franchisor any interest which Franchisee has in any lease of the Kiddie Academy Center. Any such lease entered into by Franchisee will contain a clause specifying the title holder's consent to assign that lease to Franchisor or its assigns if this Agreement is terminated. In the event Franchisor does not elect to exercise its option to acquire the lease, Franchisee will make such modifications or alterations to the Kiddie Academy Center (including without limitation changing the telephone number) immediately upon termination hereinor expiration of this Agreement as may be necessary to prevent the operation of any business on the premises by itself or others in derogation of this Section 17 and will make such specific additional changes to the premises and the Kiddie Academy Center as Franchisor may reasonably request for that purpose, including without limitation removal of all distinctive physical and structural features identifying the Kiddie Academy System. all If Franchisee fails or refuses to comply with the requirements of Master Franchisee’s rightthis Section 17, title and interest in all Franchise Agreements Franchisor will have the right to enter upon the premises without being liable for trespass or any other agreement executed with Subfranchisees tort, for the purpose of making or otherwise associated with causing to be made such changes at the operation expense of the Territory (including all development agreements in the Territory and the Franchised Restaurants) shall automatically and immediately be assigned Franchisee, which expense Franchisee agrees to Power Smoothie without further formalitiespay upon demand. Master Franchisee shall promptly execute any and all documents required in connection therewith as reasonably requested by Power Smoothie; however failure Operation of Master Franchisee to so execute the necessary documentation shall not negate Power Smoothie’s full rights of assignment hereto. 14.5 Master Another Business 17.4 Franchisee agrees, in the event it continues to operate or subsequently begins to operate operates any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the TrademarksMarks, either in connection with such that other business or the promotion thereof of that business, which is likely to cause confusion, mistake, or deception, or which is likely to dilute Franchisor's rights in and further to the Marks. Further, Franchisee agrees not to use utilize any designation of origin, description, representation, trademarks origin or trade name description or representation which falsely suggests or represents a past or present an association or connection with Power Smoothie, the System, or the Trademarks. 14.6 Master Franchisor constituting unfair competition. Payment of Monies Due 17.5 Franchisee shall will promptly pay all sums owing to Power Smoothie, Franchisor and its affiliates, suppliers, and vendors. In the event of termination for any default of Master Franchisee, such those sums shall will include all damages, costs, and expenses, including reasonable attorneys’ attorney's fees, incurred by Power Smoothie Franchisor as a result of the default, which . This obligation shall will give rise to and remain, until paid in full, a lien in favor of Power Smoothie Franchisor against any and all of the personal property, furnishings, equipment, signs. and , fixtures, and inventory owned by Master Franchisee and located on the premises operated pursuant to this Agreement at the time of default. 14.7 Master . Cost of Enforcement 17.6 Franchisee shall promptly assign to Power Smoothie all unexpended monies in any Cooperative Fund established with Power Smoothie written authorization and shall provide such documents and information related thereto as Power Smoothie reasonably requests. 14.8 Master Franchisee shall will pay to Power Smoothie Franchisor all damages, costs, and expenses, including reasonable attorneys’ attorney's fees, incurred by Power Smoothie in either enforcing the terms of this Agreement or the post-termination covenants. 14.9 Master Franchisee shall immediately return the Manual and all other documents in its possession or under its control either directly or indirectly and notify Power Smoothie of other known whereabouts or of other Manuals or other documents which contain confidential information relating Franchisor subsequent to the business licensed hereunder and operation of the Subfranchise. 14.10 All covenants, obligations, -and agreements of-Master-Franchisee which- by their-terms-or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Agreement, shall survive such termination or expiration. 14.11 Master including without limitation Section 17, Section 11 and/or Section 18. Return of Kiddie Academy Manuals 17.7 Franchisee shall comply with the covenants contained in section 15.3 hereof. Power Smoothie Café Franchising, Inc. 14.12 Power Smoothie shall have the unqualified right will immediately deliver to purchase any or Franchisor all equipment, fixtures, furnishings or supplies, of whatever kind (“Supplies”) owned by Master Franchisee and used in the production or servicing of the Power Smoothie Café restaurants or Subfranchisees, or any of the other approved products under any of the Trademarks, at a price determined by a qualified appraiser selected with the consent of both parties. If the parties cannot agree on a qualified appraiser, one shall be appointed by the AAA (as defined below) upon petition of either party. Said option to purchase may be exercised at any time within thirty (30) days from the date of such termination or within thirty (30) days after the date of the receipt by Power Smoothie of the appraiser’s determination, whichever shall be later. Power Smoothie’s interest in such Supplies constitutes a lien thereon, and Master Franchisee agrees not to impair or terminate such lien by any meansdocuments, including the sale or transfer of any such Supplies by Master Franchisee to a third party. Upon Kiddie Academy Manuals, the exercise of such option membership card, Business System Reports, records, files, instructions, correspondence, brochures, agreements, disclosure statements, invoices, and tender of payment for any such Supplies, Master Franchisee agrees to sell and deliver the Supplies so purchased to Power Smoothie free and clear of any and all encumbrances and liensother materials relating to the operation of the Franchised Business in Franchisee's possession, and all copies of those documents and materials (all of which are acknowledged to execute be Franchisor's property). Franchisee will retain no copy or record of any of these documents, except Franchisee's copy of this Agreement and deliver of any correspondence between the parties and any other documents which Franchisee reasonably needs for compliance with any provision of law. Forfeiture of Signs 17.8 Franchisor will acquire all right, title and interest in and to Power Smoothie a xxxx any sign or sign faces bearing the Marks. Franchisee acknowledges Franchisor's right to have access to the premises of sale thereforthe Kiddie Academy Center should Franchisor elect to take possession of the sign or sign faces bearing Franchisor's Marks.

Obligations Upon Termination or Expiration. Upon termination or expiration of this Agreement, all rights granted hereunder to Master Franchisee shall forthwith terminate terminate, and: 14.1 Master A. Franchisee shall immediately cease to operate the business licensed hereunder franchised under this Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Master Franchisee franchisee of Power SmoothieFranchisor. 14.2 Master B. Franchisee shall immediately and permanently cease to use, in any manner whatsoever, any confidential methods, procedures, procedures and techniques associated with the System, ; the Trademarks, Proprietary Xxxx "CHILI'S(R)"; and all other Trademarks Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices associated with the System. Power Smoothie Café FranchisingIn particular, Inc. 14.3 Master Franchisee shall promptly cease to use, without limitation, all signs, advertising materials, displays, stationery, forms and any other articles which display the Proprietary Marks. C. Franchisee shall take such action as may be necessary to cancel any assumed name or equivalent registration which contains the Trademarksxxxx "CHILI'S(R)" or any other service xxxx or trademark of Franchisor, and any registered user agreements requested by Power Smoothie, and Master Franchisee shall furnish Power Smoothie Franchisor with evidence satisfactory to Power Smoothie Franchisor of compliance with this obligation within thirty five (305) days after termination or expiration hereof. 14.4 Upon termination herein. all of Master Franchisee’s right, title and interest in all Franchise Agreements or any other agreement executed with Subfranchisees or otherwise associated with the operation of the Territory (including all development agreements in the Territory and the Franchised Restaurants) shall automatically and immediately be assigned to Power Smoothie without further formalities. Master Franchisee shall promptly execute any and all documents required in connection therewith as reasonably requested by Power Smoothie; however failure of Master Franchisee to so execute the necessary documentation shall not negate Power Smoothie’s full rights of assignment hereto. 14.5 Master Franchisee agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Trademarks, either in connection with such other business or the promotion thereof and further agrees not to use any designation of origin, description, representation, trademarks or trade name which suggests or represents a past or present association or connection with Power Smoothie, the System, or the Trademarks. 14.6 Master Franchisee shall promptly pay all sums owing to Power Smoothie, its affiliates, suppliers, and vendors. In the event of termination for any default of Master Franchisee, such sums shall include all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie as a result of the default, which obligation shall rise to and remain, until paid in full, a lien in favor of Power Smoothie against any and all of the personal property, furnishings, equipment, signs. and fixtures, owned by Master Franchisee at the time of default. 14.7 Master Franchisee shall promptly assign to Power Smoothie all unexpended monies in any Cooperative Fund established with Power Smoothie written authorization and shall provide such documents and information related thereto as Power Smoothie reasonably requests. 14.8 Master Franchisee shall pay to Power Smoothie all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie in either enforcing the terms of this Agreement or the post-termination covenants. 14.9 Master Franchisee shall immediately return the Manual and all other documents in its possession or under its control either directly or indirectly and notify Power Smoothie of other known whereabouts or of other Manuals or other documents which contain confidential information relating to the business licensed hereunder and operation of the Subfranchise. 14.10 All covenants, obligations, -and agreements of-Master-Franchisee which- by their-terms-or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expiration. 14.11 Master D. 1. If Franchisee shall comply operates the Restaurant under a lease for the Restaurant premises with a third party, Franchisee shall, at Franchisor's option, assign to Franchisor any interest which Franchisee has in any lease or sublease for the covenants contained in section 15.3 hereof. Power Smoothie Café Franchising, Inc. 14.12 Power Smoothie shall have the unqualified right to purchase any or all equipment, fixtures, furnishings or supplies, of whatever kind (“Supplies”) owned by Master Franchisee and used in the production or servicing premises of the Power Smoothie Café restaurants or Subfranchisees, or any of the other approved products under any of the Trademarks, franchised business. Franchisor may exercise such option at a price determined by a qualified appraiser selected with the consent of both parties. If the parties cannot agree on a qualified appraiser, one shall be appointed by the AAA (as defined below) upon petition of either party. Said option to purchase may be exercised at any time within thirty (30) days from the date of such termination or within thirty (30) days after either termination or (subject to any existing right to renew) expiration of this Agreement. In the date of the receipt by Power Smoothie of the appraiser’s determination, whichever shall be later. Power Smoothie’s interest in such Supplies constitutes a lien thereon, and Master Franchisee agrees not to impair or terminate such lien by any means, including the sale or transfer of any such Supplies by Master Franchisee to a third party. Upon the exercise of event Franchisor exercises such option and tender acquires the lease or sublease for the premises of payment the franchised business, Franchisee shall indemnify and hold harmless Franchisor for any claim, loss, cost, or damage relating to a period of time prior to the acquisition of such Supplieslease or sublease, Master and Franchisor shall indemnify and hold harmless Franchisee for any claim, loss, cost, or damage relating to a period of time after the acquisition of such lease or sublease. In the event Franchisor does not elect to exercise its option to acquire the lease or sublease for the premises of the franchised business, Franchisee shall make such modifications or alterations to the premises operated hereunder (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to distinguish the appearance of said premises from that of other restaurants under the System, and shall make such specific additional changes thereto as Franchisor may reasonably request for that purpose. In the event Franchisee fails or refuses to comply with the requirements of this Section XIV., Franchisor shall have the right to enter upon the premises where Franchisee's franchised business was conducted, without being guilty of trespass or any other tort, for the purpose of making or causing to be made such changes as may be required, at the expense of Franchisee, which expense Franchisee agrees to sell and deliver the Supplies so purchased to Power Smoothie free and clear of any and all encumbrances and liens, and to execute and deliver to Power Smoothie a xxxx of sale thereforpay upon demand.

Obligations Upon Termination or Expiration. Upon termination or expiration of this Agreement, all rights granted hereunder to Master Franchisee shall forthwith terminate and: 14.1 Master Franchisee shall immediately cease to operate the business licensed hereunder and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Master Franchisee of Power Smoothie. 14.2 Master Franchisee shall immediately and permanently cease to use, in any manner whatsoever, any confidential methods, procedures, and techniques associated with the System, the Trademarks, and all other Trademarks and distinctive forms, slogans, signs, symbols, and devices associated with the System. Power Smoothie Café Franchising, Inc.. 14.3 Master Franchisee shall promptly take such action as may be necessary to cancel any assumed name or equivalent registration which contains the Trademarks, and any registered user agreements requested by Power Smoothie, and Master Franchisee shall furnish Power Smoothie with evidence satisfactory to Power Smoothie of compliance with this obligation within thirty (30) days after termination or expiration hereof. 14.4 Upon termination herein. , all of Master Franchisee’s right, title and interest in all Franchise Agreements or any other agreement Agreements, executed with Subfranchisees or otherwise associated with the operation of the Territory (including all development agreements in the Territory and the Franchised Restaurants) shall automatically and immediately be assigned to Power Smoothie without further formalities. Master Franchisee shall promptly execute any and all documents required in connection therewith as reasonably requested by Power Smoothie; however failure of Master Franchisee to so execute the necessary documentation shall not negate Power Smoothie’s full rights of assignment hereto. 14.5 Master Franchisee agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Trademarks, either in connection with such other business or the promotion thereof and further agrees not to use any designation of origin, description, representation, trademarks or trade name which suggests or represents a past or present association or connection with Power Smoothie, the System, or the Trademarks. 14.6 Master Franchisee shall promptly pay all sums owing to Power Smoothie, its affiliates, suppliers, and vendors. In the event of termination for any default of Master Franchisee, such sums shall include all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie as a result of the default, which obligation shall rise to and remain, Power Smoothie Café Franchising, Inc. until paid in full, a lien in favor of Power Smoothie against any and all of the personal property, furnishings, equipment, signs. , and fixtures, owned by Master Franchisee at the time of default. 14.7 Master Franchisee shall promptly assign to Power Smoothie all unexpended monies in any Cooperative Fund established with Power Smoothie written authorization and shall provide such documents and information related thereto as Power Smoothie reasonably requests. 14.8 Master Franchisee shall pay to Power Smoothie all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie in either enforcing the terms of this Agreement or the post-termination covenants. 14.9 Master Franchisee shall immediately return the Manual and all other documents in its possession or under its control either directly or indirectly and notify Power Smoothie of other known whereabouts or of other Manuals or other documents which contain confidential information relating to the business licensed hereunder and operation of the Subfranchise. 14.10 All covenants, obligations, -and and agreements of-Master-of Master Franchisee which- which by their-terms-their terms or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expiration. 14.11 Master Franchisee shall comply with the covenants contained in section 15.3 hereof. Power Smoothie Café Franchising, Inc.. 14.12 Power Smoothie shall have the unqualified right to purchase any or all equipment, fixtures, furnishings or supplies, of whatever kind (“Supplies”) owned by Master Franchisee and used in the production or servicing of the Power Smoothie Café restaurants or Subfranchisees, or any of the other approved products under any of the Trademarks, at a price determined by a qualified appraiser selected with the consent of both parties. If the parties cannot agree on a qualified appraiser, one shall be appointed by the AAA (as defined below) upon petition of either party. Said option to purchase may be exercised at any time within thirty (30) days from the date of such termination or within thirty (30) days after the date of the receipt by Power Smoothie of the appraiser’s determination, whichever shall be later. Power Smoothie’s interest in such Supplies constitutes a lien thereon, and Master Franchisee agrees not to impair or terminate such lien by any means, including the sale or transfer of any such Supplies by Master Franchisee to a third party. Upon the exercise of such option and tender of payment for any such Supplies, Master Franchisee agrees to sell and deliver the Supplies so purchased to Power Smoothie free and clear of any and all encumbrances and liens, and to execute and deliver to Power Smoothie a xxxx of sale therefor.

Obligations Upon Termination or Expiration. Upon termination or expiration of this AgreementAgreement or upon termination of Franchisee’s rights hereunder, all rights granted hereunder to Master Franchisee shall forthwith terminate terminate, and:; 14.1 Master 15.1. Franchisee shall immediately cease to operate the business licensed hereunder Franchised Business, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former Master Franchisee franchisee of Power SmoothieFranchisor. 14.2 Master 15.2. Franchisee shall immediately and permanently cease to use, in any manner whatsoever, any confidential methods, procedures, procedures and techniques associated with the System, the TrademarksProprietary Marks, “WENDY’S” and “WENDY’S OLD FASHIONED HAMBURGERS,” and all other Trademarks Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices associated with the System. Power Smoothie Café FranchisingIn particular, Inc. 14.3 Master Franchisee shall promptly cease to use, without limitation, all signs, advertising materials, displays, stationery, forms, and any other articles which display the Proprietary Marks. 15.3. Franchisee shall take such action as may be necessary to cancel any of its assumed name names or equivalent registration registrations which contains contain the TrademarksProprietary Marks “WENDY’S” and “WENDY’S OLD FASHIONED HAMBURGERS” or any other service xxxx or trademark of Franchisor, and any registered user agreements requested by Power Smoothie, and Master Franchisee shall furnish Power Smoothie Franchisor with evidence satisfactory to Power Smoothie Franchisor of compliance with this obligation within five (5) days after expiration of this Agreement, or termination of Franchisee’s rights hereunder. 15.4. Franchisee shall, at Franchisor’s option, assign to Franchisor any interest which Franchisee has in any lease or sublease for the Restaurant or the Restaurant premises (“Premises”) at fair market value (if the lease or sublease has a positive market value as further described in Section 15.4.B). In the event Franchisee owns the fee interest in the Restaurant or Premises, Franchisor shall also have the option to purchase Franchisee’s fee interest in such Restaurant and/or Premises at fair market value. Franchisee shall immediately upon termination provide Franchisor with such information as may be necessary to enable Franchisor to evaluate such option. The terms of such option(s) shall be as follows: A. Franchisor shall provide Franchisee notice of its preliminary interest in exercising any of such options within thirty (30) days after termination or expiration hereof. 14.4 Upon termination herein. all of Master Franchisee’s right, title and interest in all Franchise Agreements or any other agreement executed with Subfranchisees or otherwise associated with the operation of the Territory (including all development agreements in the Territory and the Franchised Restaurants) shall automatically and immediately be assigned to Power Smoothie without further formalities. Master Franchisee shall promptly execute any and all documents required in connection therewith as reasonably requested by Power Smoothie; however failure of Master Franchisee to so execute the necessary documentation shall not negate Power Smoothie’s full rights of assignment hereto. 14.5 Master Franchisee agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Trademarks, either in connection with such other business or the promotion thereof and further agrees not to use any designation of origin, description, representation, trademarks or trade name which suggests or represents a past or present association or connection with Power Smoothie, the System, or the Trademarks. 14.6 Master Franchisee shall promptly pay all sums owing to Power Smoothie, its affiliates, suppliers, and vendors. In the event of termination for any default of Master Franchisee, such sums shall include all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie as a result of the default, which obligation shall rise to and remain, until paid in full, a lien in favor of Power Smoothie against any and all of the personal property, furnishings, equipment, signs. and fixtures, owned by Master Franchisee at the time of default. 14.7 Master Franchisee shall promptly assign to Power Smoothie all unexpended monies in any Cooperative Fund established with Power Smoothie written authorization and shall provide such documents and information related thereto as Power Smoothie reasonably requests. 14.8 Master Franchisee shall pay to Power Smoothie all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie in either enforcing the terms of this Agreement or the post-termination covenants. 14.9 Master Franchisee shall immediately return the Manual and all other documents in its possession or under its control either directly or indirectly and notify Power Smoothie of other known whereabouts or of other Manuals or other documents which contain confidential information relating to the business licensed hereunder and operation of the Subfranchise. 14.10 All covenants, obligations, -and agreements of-Master-Franchisee which- by their-terms-or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expiration. 14.11 Master Franchisee shall comply with the covenants contained in section 15.3 hereofFranchisee’s rights hereunder. Power Smoothie Café Franchising, Inc. 14.12 Power Smoothie shall have the unqualified right to purchase any or all equipment, fixtures, furnishings or supplies, of whatever kind Within sixty (“Supplies”) owned by Master Franchisee and used in the production or servicing of the Power Smoothie Café restaurants or Subfranchisees, or any of the other approved products under any of the Trademarks, at a price determined by a qualified appraiser selected with the consent of both parties. If the parties cannot agree on a qualified appraiser, one shall be appointed by the AAA (as defined below) upon petition of either party. Said option to purchase may be exercised at any time within thirty (3060) days from after the date of such termination or notice, Franchisor and Franchisee shall each select one (1) appraiser and notify the other party of its designee. Each appraiser selected by the parties shall be instructed to meet with the other within thirty (30) days after selection for the date purpose of selecting a third appraiser to serve with them. If the two (2) appraisers cannot agree on the selection of the receipt by Power Smoothie third appraiser within forty-five (45) days after the selection of the appraiser’s determinationlast of them, whichever then the president or chairman of the board of realtors of the county in which the Restaurant is located shall be laterrequested to select the third appraiser. Power Smoothie’s interest Each appraiser selected as described above must have received the M.A.I. designation and must be actively engaged in such Supplies constitutes a lien thereonappraisal work in the county in which the Restaurant is located. The three (3) M.A.I. appraisers shall determine the “fair market value” of the lease, sublease, Restaurant or Premises and Master notify both the Franchisor and the Franchisee agrees of the “fair market value” determined by them. If the three (3) appraisers cannot to impair collectively agree on the “fair market value” of the Restaurant or terminate such lien Premises, then the average of the two (2) closest of the three (3) values established by any meansthe three (3) appraisers shall be deemed the “fair market value”; B. For the purposes of this section, including “fair market value” shall have the sale or transfer of any such Supplies meaning customarily used by Master Franchisee to a third party. Upon the exercise of such option and tender of payment for any such Supplies, Master Franchisee agrees to sell and deliver the Supplies so purchased to Power Smoothie free and clear of any and all encumbrances and liens, and to execute and deliver to Power Smoothie a xxxx of sale therefor.M.A.I.

Obligations Upon Termination or Expiration. 17.01 Upon any termination or expiration of this Agreement, and subject to Section 2.A (second sentence) of the Development Agreement (if then if effect), Franchisor may establish, or authorize others to establish, T.G.I. Friday's restaurants in the Territory. 17.02 Upon any termination or expiration of this Agreement, all rights granted hereunder to Master Franchisee herein shall forthwith terminate andand Franchisee shall: 14.1 Master Franchisee shall A. immediately cease to operate the business licensed hereunder and shall not thereafter, directly or indirectly, represent Restaurant under the System; B. immediately cease to use (subject to other franchise agreements executed pursuant to the public or hold itself out as a present or former Master Franchisee of Power Smoothie. 14.2 Master Franchisee shall immediately Development Agreement (if then in effect)) (i) any Confidential Information; (ii) the System and permanently cease to use, in any manner whatsoever, any confidential methods, procedures, the Standards; and techniques associated with (iii) the System, the Trademarks, Proprietary Marks and all other Trademarks and distinctive forms, slogans, signs, symbols, symbols and devices associated with the System. Power Smoothie Café Franchising; C. immediately deliver to Franchisor all Confidential Information and all copies thereof, Inc.retaining copies thereof only as reasonably required to comply with law; and 14.3 Master Franchisee shall promptly take such action as may be necessary to D. cancel any assumed name or equivalent registration which contains any of the TrademarksProprietary Marks or any other name, and any registered user agreements requested by Power Smoothie, and Master service xxxx or trademark of Franchisor or TGIFM. Franchisee shall furnish Power Smoothie with evidence satisfactory to Power Smoothie of compliance with this obligation these obligations within five (5) days after any termination hereof. A. Franchisee grants to Franchisor the option, exercisable upon notice within thirty (30) days after termination or expiration hereof. 14.4 Upon termination herein. all of Master Franchisee’s right, title and interest in all Franchise Agreements or any other agreement executed with Subfranchisees or otherwise associated with the operation of the Territory (including all development agreements in the Territory and the Franchised Restaurants) shall automatically and immediately be assigned to Power Smoothie without further formalities. Master Franchisee shall promptly execute any and all documents required in connection therewith as reasonably requested by Power Smoothie; however failure of Master Franchisee to so execute the necessary documentation shall not negate Power Smoothie’s full rights of assignment hereto. 14.5 Master Franchisee agrees, in the event it continues to operate or subsequently begins to operate any other business, not to use any reproduction, counterfeit, copy, or colorable imitation of the Trademarks, either in connection with such other business or the promotion thereof and further agrees not to use any designation of origin, description, representation, trademarks or trade name which suggests or represents a past or present association or connection with Power Smoothie, the System, or the Trademarks. 14.6 Master Franchisee shall promptly pay all sums owing to Power Smoothie, its affiliates, suppliers, and vendors. In the event of termination for any default of Master Franchisee, such sums shall include all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie as a result of the default, which obligation shall rise to and remain, until paid in full, a lien in favor of Power Smoothie against any and all of the personal property, furnishings, equipment, signs. and fixtures, owned by Master Franchisee at the time of default. 14.7 Master Franchisee shall promptly assign to Power Smoothie all unexpended monies in any Cooperative Fund established with Power Smoothie written authorization and shall provide such documents and information related thereto as Power Smoothie reasonably requests. 14.8 Master Franchisee shall pay to Power Smoothie all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Power Smoothie in either enforcing the terms of this Agreement or the post-termination covenants. 14.9 Master Franchisee shall immediately return the Manual and all other documents in its possession or under its control either directly or indirectly and notify Power Smoothie of other known whereabouts or of other Manuals or other documents which contain confidential information relating to the business licensed hereunder and operation of the Subfranchise. 14.10 All covenants, obligations, -and agreements of-Master-Franchisee which- by their-terms-or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expirationto acquire Franchisee's rights and obligations under the Occupancy Contract. 14.11 Master B. If Franchisor exercises such option, Franchisee shall comply with grants to Franchisor the covenants contained in section 15.3 hereof. Power Smoothie Café Franchisingfurther option, Inc. 14.12 Power Smoothie shall have to be exercised within thirty (30) days after taking possession of the unqualified right Restaurant premises, to purchase any the Furnishings at Franchisee's then current book value or fair market value, whichever is less, free and clear of all equipmentliens, fixturesencumbrances or claims. For purposes of computing book value, furnishings or suppliesdepreciation shall be calculated on a straight-line basis, of whatever kind (“Supplies”) owned using useful lives as recommended by Master Franchisee and used in the production or servicing of the Power Smoothie Café restaurants or Subfranchisees, or any of the other approved products under any of the Trademarks, at a price determined by a qualified appraiser selected with the consent of both parties[LOCAL ACCOUNTING BOARD]. If the parties cannot agree on a qualified appraiserthe fair market value within fifteen (15) days, one fair market value shall be appointed determined by the AAA (as defined below) upon petition of either partyarbitration pursuant to Section 18 hereof. Said option to Franchisor's purchase may shall be exercised at any time within completed not later than thirty (30) days after the book and fair market value are established (by agreement or arbitration). Such amount, less any sums otherwise due Franchisor from Franchisee, shall be paid to Franchisee at a closing which shall take place at Headquarters. At such closing, the parties shall execute such instruments of conveyance and/or transfer as reasonably required by Franchisor. C. In the event Franchisor does not elect to purchase the Furnishings, Franchisee shall, at its expense, remove the Furnishings from the date Restaurant within ten (10) days after notice or ten (10) days after expiration of such termination or the option granted in Section 17.03.B, whichever first occurs. If Franchisee fails to so remove the Furnishings, Franchisor may remove same at Franchisee's expense. 17.04 If Franchisor does not exercise its option to acquire the Occupancy Contract, Franchisee shall, within thirty (30) days after any termination or expiration of this Agreement, make such alterations to the date Restaurant as may be necessary, in Franchisor's reasonable judgment, to distinguish the appearance of the receipt by Power Smoothie Site from that of other T.G.I. Friday's restaurants in the System, including, but not limited to: A. removal of decorative memorabilia, including wall hangings, the racing xxxxx, gas pumps or street lamps and brass railings; B. removal of stained glass and Xxxxxxx lamps and chandeliers; C. removal of proprietary phone booth; D. removal of red and white striped outside awnings; E. removal or painting of interior awnings and exterior and interior walls to a solid color other than a color specified in the Standards; F. removal of signage; and G. removal of all items, such as menus, recipes or any other items bearing any Proprietary Xxxx and all other proprietary items or inventory, including, without limitation, china, service xxxx, uniforms, tablecloths and spice packs. 17.05 Subsequent to any termination or expiration of this Agreement, Franchisee shall not (i) use any reproduction, counterfeit, copy or colorable imitation of any of the appraiser’s determinationProprietary Marks which could cause confusion, whichever mistake or deception as to source of origin or which could dilute Franchisor's rights in and to any of the Proprietary Marks; (ii) utilize any designation of origin, description or representation which suggests an association or connection with Franchisor; or (iii) utilize the System or any part thereof. 17.06 Until all Payments are made and any damages, costs or expenses incurred or suffered by Franchisor have been paid, Franchisor shall have, and Franchisee shall be later. Power Smoothie’s interest in such Supplies constitutes deemed to have granted, a lien thereon, and Master Franchisee agrees not to impair or terminate such lien by any means, including the sale or transfer of any such Supplies by Master Franchisee to a third party. Upon the exercise of such option and tender of payment for any such Supplies, Master Franchisee agrees to sell and deliver the Supplies so purchased to Power Smoothie free and clear of against any and all encumbrances of the Furnishings and liensFranchisee's interest in the Occupancy Contract and Site. 17.07 Franchisee shall execute an irrevocable power of attorney contemporaneously herewith, in such form as Franchisor shall provide, pursuant to which Franchisee shall authorize its attorney-in-fact designated therein to carry out Franchisee's obligations in this Section 17. 17.08 Franchisee and each Principal shall, jointly and severally, pay all costs and expenses (including reasonable attorneys' fees) incurred by Franchisor in connection with the successful enforcement of this Section 17. In the event Franchisee fails to execute comply with this Section 17, Franchisor may enter upon the Site, without being guilty of trespass or otherwise liable, for the purpose of making or causing to be made such alterations at Franchisee's expense. 17.09 Franchisee expressly and deliver irrevocably waives any and all rights and/or remedies which may now or hereafter exist or arise to Power Smoothie a xxxx post-termination or post-nonrenewal indemnity or compensation from Franchisor (including, without limitation, for loss of sale thereforgoodwill or future business) and any such rights and/or remedies are hereby assigned to Franchisor.