Common use of Rights and Duties of Parties Clause in Contracts

Rights and Duties of Parties. UPON EXPIRATION OR TERMINATION ----------------------------------------------------------- Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee shall forthwith terminate and: A. Franchisee shall immediately cease to operate the Franchised Business under this Agreement and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee of Franchisor. B. Upon demand by Franchisor, Franchisee shall assign (or, if an assignment is prohibited, a sublease for the full remaining term and on the same terms and conditions as Franchisee's lease) its interest in a conventional office space lease (if applicable) then in effect for the Premises to Franchisor, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. C. Franchisee shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, trade secrets, processes and techniques associated with the System, the Marks and any distinctive forms, slogans, signs, symbols, logos or devices associated with the Marks or System. In particular, Franchisee shall cease to use, without limitation, all signs, advertising materials, stationery, forms and any other article which displays the Marks. D. Franchisee shall take such action as may be necessary to cancel or assign to Franchisor, at Franchisor's option, any assumed name or equivalent registration filed with state, city or county authorities which contains the name "RezCity.com," "REZconnect.com," or any of the Marks, and Franchisee xxxxx xxxxish Xxxxxxxxxx xxxh evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. E. Franchisee shall promptly pay all sums owing to Franchisor.In the event of termination for any default of Franchisee, xxxx xxxx xhall include, but not be limited to, all damages, costs and expenses, including reasonable attorneys' fees incurred by Franchisor as a result of the default. F. Franchisee shall pay to Franchisor all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor subsequent to the termination or expiration of the franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XVIII. or Paragraph XVI. G. Franchisee shall immediately turn over to Franchisor the Manual and all other manuals, client lists, records, files, instructions, brochures, agreements, disclosure statements and any and all other materials provided by Franchisor to Franchisee relating to the operation of the Franchised Business (all of which are acknowledged to be Franchisor's property). H. Franchisee hereby acknowledges that all telephone and facsimile numbers, e-mail and Internet addresses used in the operation of the Franchised Business constitute property of Franchisor. Franchisee agrees, prior to utilizing any telephone number in conjunction with the Franchised Business, to execute an agreement assigning such telephone listing and numbers to Franchisor, which shall become effective upon termination of this Agreement for any reason. In addition, Franchisee shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone numbers and facsimile numbers in any regular, classified or other telephone directory listing associated with the Marks and to authorize transfer of same to or at the direction of Franchisor. I. Franchisor shall have the right(but not the duty) to be exercised by notice of intent to do so within thirty (30) days after termination or expiration, to purchase for cash, except as provided in this Paragraph XVIII.K., any or all assets of the Franchised Business, including leasehold improvements, equipment, supplies and other inventory, advertising materials and all items bearing the Marks, at Franchisee's cost or fair market value, whichever is less. If Franchisor elects to exercise any option to purchase as herein provided, it shall have the right to set off all amounts due from Franchisee under this Agreement, if any, against any payment therefore. J. Franchisee shall comply with the covenants contained in Paragraph XVI. of this Agreement. K. All obligations of Franchisor and Franchisee which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding their expiration or termination and until they are satisfied or by their nature expire.

Rights and Duties of Parties. UPON EXPIRATION OR TERMINATION ----------------------------------------------------------- Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee shall forthwith terminate and:TERMINATION A. Franchisee shall immediately cease to operate the Franchised Business under this Agreement and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee of Franchisor. B. Upon demand by Franchisor, Franchisee shall assign (or, if an assignment is prohibited, a sublease for the full remaining term and on the same terms and conditions as Franchisee's lease) its interest in a conventional office space lease (if applicable) then in effect for the Premises to Franchisor, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. C. Franchisee , FRANCHISEE shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, trade secrets, processes and techniques associated with be a licensed Ryan's Family Steak House franchisee and; 1. FRANCHISEE shall promptly pay FRANCHISOR all sums owing from FRANCHISEE to FRANCHISOR under the System, the Marks and any distinctive forms, slogans, signs, symbols, logos or devices associated with the Marks or System. In particular, Franchisee shall cease to use, without limitation, all signs, advertising materials, stationery, forms and any other article which displays the Marks. D. Franchisee shall take such action as may be necessary to cancel or assign to Franchisor, at Franchisor's option, any assumed name or equivalent registration filed with state, city or county authorities which contains the name "RezCity.com," "REZconnect.com," or any of the Marks, and Franchisee xxxxx xxxxish Xxxxxxxxxx xxxh evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration terms of this Agreement. E. Franchisee . Said sums shall promptly pay all sums owing to Franchisor.In the event of termination for any default of Franchisee, xxxx xxxx xhall include, but not be limited to, all damages, costs and expenses, including reasonable attorneys' fees incurred by Franchisor as a result of the default. F. Franchisee shall pay to Franchisor include all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor FRANCHISOR by reason of default on the part of FRANCHISEE, whether or not such occur prior to or subsequent to the termination or expiration of the franchise herein granted franchise, and said sums shall include all costs and expenses, including reasonable attorneys' fees, incurred by FRANCHISOR in obtaining injunctive or other relief for to enforce the enforcement of any provisions of this Paragraph XVIII. or Paragraph XVIcontract. G. Franchisee 2. FRANCHISEE shall immediately turn over thereafter cease to Franchisor use, by advertising or in any manner whatsoever, the Manual and all other name "Ryan's Family Steak House" or any forms, manuals, client listsslogans, recordssigns, filesmarks, instructionssymbols, brochures, agreements, disclosure statements and any and all other materials provided by Franchisor to Franchisee relating to or devices used in connection with the operation of a Ryan's Family Steak House franchise. FRANCHISEE shall not represent or advertise that FRANCHISOR or FRANCHISEE were formerly parties to this Franchise Agreement or that FRANCHISEE did business under the Franchised Business (all trademarks or name of which are acknowledged to be Franchisor's property)FRANCHISOR. H. Franchisee hereby acknowledges that all telephone 3. FRANCHISEE shall take such action as shall be necessary to cancel any assumed or equivalent registration which contains the name "Ryan's Family Steak House" or any other trademark of FRANCHISOR, and facsimile numbers, e-mail and Internet addresses used in the operation FRANCHISEE shall furnish FRANCHISOR evidence satisfactory to FRANCHISOR of the Franchised Business constitute property of Franchisor. Franchisee agrees, prior to utilizing any telephone number in conjunction compliance with the Franchised Business, to execute an agreement assigning such telephone listing and numbers to Franchisor, which shall become effective upon termination of this Agreement for any reason. In addition, Franchisee shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone numbers and facsimile numbers in any regular, classified or other telephone directory listing associated with the Marks and to authorize transfer of same to or at the direction of Franchisor. I. Franchisor shall have the right(but not the duty) to be exercised by notice of intent to do so obligation within thirty (30) days after said termination. B. Upon termination or expiration, to purchase for cash, except as provided in this Paragraph XVIII.K., any or all assets expiration of the Franchised Business, including leasehold improvements, equipment, supplies and other inventory, advertising materials and all items bearing the Marks, at Franchisee's cost or fair market value, whichever is less. If Franchisor elects to exercise any option to purchase as herein provided, it shall have the right to set off all amounts due from Franchisee under this Agreement, if any, against FRANCHISOR shall have a right of first refusal to purchase from FRANCHISEE all or any payment therefore. J. Franchisee shall comply with part of the covenants contained physical assets of FRANCHISEE used in Paragraph XVI. the operation of FRANCHISEE's restaurants as such right of first refusal is set forth in Section XIX of this Agreement. FRANCHISOR may exercise the right of first refusal by giving FRANCHISEE written notice thereof within sixty (60) days after termination or not less than sixty (60) days prior to expiration of this Agreement, as the case may be. K. All obligations of Franchisor and Franchisee which expressly or by their nature survive the C. The expiration or termination of this Agreement shall continue in full force not prevent FRANCHISEE from maintaining and effect subsequent operating its then currently owned Restaurants, or opening additional restaurants, under a different name, provided, however, that FRANCHISEE cannot use any trade name similar to, or that represents an association with, FRANCHISOR. D. No right or remedy herein conferred upon or reserved to and notwithstanding their expiration FRANCHISOR is exclusive of any other right or termination and until they are satisfied remedy herein or by their nature expirelaw or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder.

Rights and Duties of Parties. UPON EXPIRATION OR TERMINATION ----------------------------------------------------------- Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee you shall forthwith terminate terminate, and: A. Franchisee You shall immediately cease to operate the Franchised Business under this Agreement Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself yourself out as a present or former franchisee of Franchisorours. B. Upon demand by Franchisorour demand, Franchisee and at our discretion, you shall assign (or, if an assignment is prohibited, a sublease for the full remaining term and on the same terms and conditions as Franchisee's lease) its to us your interest in a conventional office space any lease (if applicable) then in effect for the Premises to FranchisorPremises, and Franchisee you shall furnish Franchisor us with evidence satisfactory to Franchisor of compliance with this obligation within thirty fifteen (3015) days after termination or expiration of this Agreement. C. Franchisee You shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, trade secrets, processes procedures and techniques associated with the System; the Software, the Marks Marks, and any distinctive forms, slogans, signs, symbols, logos or devices associated with the Marks or System. In particular, Franchisee you shall cease to use, without limitation, all signs, advertising materials, stationery, forms and any other article articles which displays display the MarksMarks associated with the System. D. Franchisee You shall take such action as may be necessary to cancel or assign to Franchisor, at Franchisor's optionus or our designee, any fictitious or assumed name rights or equivalent registration filed with state, city or county authorities which contains the name "RezCity.com," "REZconnect.com," CHANGE OF MIND LEARNING SYSTEMS or any of other service xxxx or trademark associated with the MarksSystem, and Franchisee xxxxx xxxxish Xxxxxxxxxx xxxh you shall furnish us with evidence satisfactory to Franchisor us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. E. Franchisee In the event you continue to operate or subsequently begin to operate any other business, you shall not use any reproduction, counterfeit, copy or colorable imitation of the Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute our rights in and to the Marks and further, you shall not utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with us so as to constitute unfair competition. You 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 prevent any association with us or the System and any business thereon subsequently operated by you or others, and shall make such specific additional changes thereto as we may reasonably request for that purpose including, without limitation, removal of all distinctive physical and structural features identifying the System. In the event you fail or refuse to comply with the requirements of this Section, we shall have the right to enter upon the Premises where the 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 your expense, which expense you shall pay upon demand. F. You shall promptly pay all sums owing to Franchisor.us and our affiliates. In the event of termination for any default of Franchiseeby you, xxxx xxxx xhall include, such sums shall include all damages (including but not be limited to, all damagesto the discounted value of future fees which likely would have been payable during the remaining term of this Agreement), costs and expenses, including reasonable attorneys' fees fees, incurred by Franchisor us as a result of the default. F. Franchisee G. You shall pay to Franchisor us all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor us subsequent to the termination or expiration of the franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XVIII. Section 17 or Paragraph XVISection 15. G. Franchisee H. You shall immediately turn over to Franchisor the Manual and us all other manuals, client including the Manual, supplier lists, records, files, instructions, brochures, agreements, disclosure statements statements, the Software and any and all other materials provided to you by Franchisor to Franchisee us or by sources designated by us relating to the operation of the Franchised Business (all of which are acknowledged to be Franchisor's our property). H. Franchisee hereby acknowledges that all telephone and facsimile numbers, e-mail and Internet addresses used in the operation of the Franchised Business constitute property of Franchisor. Franchisee agrees, prior to utilizing any telephone number in conjunction with the Franchised Business, to execute an agreement assigning such telephone listing and numbers to Franchisor, which shall become effective upon termination of this Agreement for any reason. In addition, Franchisee shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone numbers and facsimile numbers in any regular, classified or other telephone directory listing associated with the Marks and to authorize transfer of same to or at the direction of Franchisor. I. Franchisor We shall have the right(but right, title and interest to any sign or sign faces bearing the Marks. You hereby acknowledge our right to access the Premises should we elect to take possession of any sign or sign faces bearing the Marks. J. We shall have the right (but not the duty) ), to be exercised by notice of intent to do so within thirty (30) days after termination or expiration, to purchase for cash, except as provided in this Paragraph XVIII.K., cash any or all assets of the Franchised Business, including leasehold improvements, equipment, supplies and other inventorysigns, advertising materials and all items bearing the MarksMarks or any of the Franchised Business assets, at Franchisee's cost or fair market value, whichever is less. If Franchisor elects we elect to exercise any option to purchase as herein provided, it we shall have the right to set off all amounts due from Franchisee under you. K. All telephone, facsimile numbers, email addresses, domain names and web sites used in the operation of the Franchised Business constitute assets of the Franchised Business; and upon termination or expiration of this Agreement, if anyyou shall assign to us or our designee, against all right, title and interest in and to your telephone, facsimile numbers, web sites, email addresses and domain names, and shall notify the telephone company and all email and web site or domain name listing agencies of the termination or expiration of your right to use any payment thereforetelephone and fax number, email address, domain name, regular, classified or other telephone directory listing associated with the Marks and web site and authorize a transfer of same to or at the direction of us. J. Franchisee L. You shall comply with the covenants contained in Paragraph XVI. Section 15 of this Agreement. K. M. All of our obligations of Franchisor and Franchisee your obligations which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding their its expiration or termination and until they are satisfied or by their nature expire.

Rights and Duties of Parties. UPON EXPIRATION OR TERMINATION ----------------------------------------------------------- Upon Expiration or Termination Upon termination or expiration, expiration of this Agreement and for any reason, all rights granted hereunder to of the Franchisee shall forthwith terminate and: A. Franchisee shall immediately cease to operate the Franchised Business under this Agreement will immediately terminate, but Franchisee will have the following duties, which will survive termination or expiration of this Agreement: (a) Franchisee must promptly pay Franchisor all sums owing under the terms of this Agreement, including all damages, costs and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee expenses (including reasonable attorneys’ fees) incurred by Franchisor by reason of Franchisor. B. Upon demand by Franchisor, Franchisee shall assign (or, if an assignment is prohibited, a sublease for the full remaining term and default on the same terms and conditions as part of Franchisee's lease) its interest in a conventional office space lease (if applicable) then in effect for , whether or not the Premises to Franchisor, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days expenses occur before or after the termination or expiration of this Agreement. C. (b) Franchisee shall must immediately cease to operate their Franchised Business and must not thereafter represent to the public, advertise or hold themselves as a Franchisee or former Franchisee of The Car Wash Guys or of the Franchisor. (c) Franchisee must immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, trade secrets, processes procedures and techniques associated with the System, ; the Marks proprietary xxxx THE CAR WASH GUYS and any all other proprietary marks and distinctive forms, slogans, signs, symbolspromotional material, logos or symbols and devices associated with the Marks or System. In particular, Franchisee shall cease to use, without limitation, all signs, advertising materials, stationery, forms and any other article which displays the Marks. D. (d) Franchisee shall must take such action as may be necessary to cancel or assign to Franchisor, at Franchisor's option, any assumed name or equivalent registration filed with state, city or county authorities which contains the name "RezCity.com," "REZconnect.com," or any of the Marks and will furnish Franchisor with satisfactory evidence of cancellation (e) Franchisee must ensure at its own expense that all mention of the Marks in connection with Franchisee is removed at the earliest possible time from all telephone and other directories, directory assistance records, building directories, signboards, internet sites, membership rosters and every other place and publication. (f) Franchisee will cease and desist from all use of the Marks and must deliver to Franchisor, or its duly authorized representative, all materials and papers upon which the Marks appear. Franchisee will not, at any time, adopt or use any word or xxxx which is similar to or confusing with the Marks, and . (g) Franchisee xxxxx xxxxish Xxxxxxxxxx xxxh evidence satisfactory must immediately deliver to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. E. Franchisee shall promptly pay all sums owing to Franchisor.In the event of termination for any default of Franchiseemanuals, xxxx xxxx xhall includeincluding, but not be limited to, all damages, costs and expenses, including reasonable attorneys' fees incurred by Franchisor as a result of the default. F. our Confidential Operations Manual. Franchisee shall pay must also deliver to Franchisor all damagesdocuments and records that are reasonably necessary or important to the continuation of the Franchised Business including corporate newsletters and information packets and proprietary computer software and programs containing customer, costs industry and expensesother data bases, lists, fax, sales, advertising and marketing material. Franchisee must also deliver any proprietary copyrighted customized accounting or other software which may or may not have been loaned to Franchisee. All fax, sales, advertising and marketing materials including reasonable attorneys' feesdata bases, incurred artwork, sales letters, lists, etc. loaded on these programs or loaded on another computer program or in printed form are also owned by Franchisor subsequent and must be returned to the termination or expiration of the franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XVIIIFranchisor. or Paragraph XVI. G. Franchisee shall immediately turn over to Franchisor the Manual and all other manuals, client listsThis includes documents, records, files, instructions, brochurescorrespondence, all materials related to operating your franchised business, including agreements, disclosure statements statements, and any and all other materials provided by Franchisor to Franchisee relating to the operation of the Franchised Business your franchised business in your possession, and all copies thereof (all of which are acknowledged Franchisee acknowledge as our property and Franchisee must return to Franchisor). Franchisee will retain no copy or record of the foregoing, except your copy of the Franchise Offering Circular, Franchise Agreement, related agreements and of any correspondence between the parties and any other documents which Franchisee need for compliance with any provision of law or arbitration proceedings or for your tax records. (h) If Franchisee continues to operate or subsequently begin to operate any other business, Franchisee agrees not to use any reproduction, counterfeit, copy or colorable imitation of the Marks, either in connection with that other business or the promotion of it, which is likely to cause confusion, mistake or deception, or which is likely to dilute our rights in and to the Marks. If Franchisee does use the Marks wrongfully, Franchisee will pay Franchisor a minimum of $20.00 per day and together with all related damages and accept a cease and desist order. Further, Franchisee agrees not to use any designation of origin or description or representation which falsely suggests or represents an association or connection with Franchisor. (i) If Franchisor so elects, Franchisee must sell to Franchisor, at Franchisor’s cost, all products, supplies and equipment which bear the Marks. (j) If Franchisee is terminated without transfer, Franchisee will deliver their trucks, trailers or other units to Franchisor’s designated equipment development and installation site for retrofitting, repair (engine work, body work, paint, logos) and upgrading to current specifications in preparation for sale to a new or existing Franchisee if the vehicles with gasoline engines have under 50,000 miles or the vehicles with diesel engines have under 80,000 miles or for sale only to an existing Franchisee if the vehicles have over these mileage limits. The costs to retrofit, repair and upgrade will be Franchisor's propertydue and payable by Franchisee. The participating vendor team partner will receive a five percent (5%) commission based upon the sales price of each truck/unit due and payable upon the sale of the unit(s) to cover their expenses for their time, telephone calls, credit application inquiries and processing the sale. If Franchisee fail to deliver the truck/unit(s) to the installation site within fifteen (15) days after your termination, Franchisee agree to pay the towing, transport, driver delivery time and other expenses incurred when another party delivers the truck/unit(s) to the installation site. Franchisee further agree to assume full liability for the units until sold. Franchisee can determine the asking and final selling price for each of their truck/unit(s). H. (k) Franchisee hereby acknowledges that all telephone and facsimile numbers, e-mail and Internet addresses used in the operation of the Franchised Business constitute property of Franchisor. Franchisee agrees, prior to utilizing any telephone number in conjunction with the Franchised Business, to execute an agreement assigning such telephone listing and numbers to Franchisor, which shall become effective upon termination of this Agreement for any reason. In addition, Franchisee shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone numbers and facsimile numbers in any regular, classified or other telephone directory listing associated with the Marks and to authorize transfer of same to or at the direction of Franchisor. I. Franchisor shall have the right(but not the duty) to be exercised by notice of intent to do so within thirty (30) days after termination or expiration, to purchase for cash, except as provided in this Paragraph XVIII.K., any or all assets of the Franchised Business, including leasehold improvements, equipment, supplies and other inventory, advertising materials and all items bearing the Marks, at Franchisee's cost or fair market value, whichever is less. If Franchisor elects to exercise any option to purchase as herein provided, it shall have the right to set off all amounts due from Franchisee under this Agreement, if any, against any payment therefore. J. Franchisee shall must comply with the covenants contained in Paragraph XVI. provisions of this Franchise Agreement described under the heading “Covenants Not to Compete”. See Section 3.20 of this Franchise Agreement. K. All obligations of Franchisor and Franchisee which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding their expiration or termination and until they are satisfied or by their nature expire.

Rights and Duties of Parties. UPON EXPIRATION OR TERMINATION ----------------------------------------------------------- Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee shall forthwith terminate terminate, and: A. Franchisee shall immediately cease to operate the Franchised Business under this Agreement Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee of Franchisor. B. Upon demand by Franchisor, at Franchisor's discretion, Franchisee shall assign (orto Franchisor, if an assignment is prohibited, a sublease for the full remaining term and on the same terms and conditions as Franchisee's lease) its interest in a conventional office space any lease (if applicable) then in effect for the Premises Premises, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within fifteen (15) days after termination or expiration of this Agreement. C. Franchisee shall immediately and permanently cease to use, by advertising or in any manner whatsoever, any confidential methods, procedures and techniques associated with the System; the Marks, any distinctive forms, slogans, signs, symbols, logos or devices associated with the System. In particular, Franchisee shall cease to use, without limitation, all signs, advertising materials, stationery, forms and any other articles which display the Marks associated with the System. D. Franchisee shall take such action as may be necessary to cancel or assign to Franchisor or its designee, at Franchisor's option, any fictitious or assumed name rights or equivalent registration filed with state, city or county authorities which contains the name "PICK-UPS PLUS" or any other service mark xx trademark associated with the System, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. C. E. In the event Franchisee continues to operate or subsequently begins to operate any other business, Franchisee shall immediately not use any reproduction, counterfeit, copy or colorable imitation of the Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute Franchisor's rights in and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, trade secrets, processes and techniques associated with the System, the Marks and any distinctive forms, slogans, signs, symbols, logos or devices associated with the Marks or System. In particularfurther, Franchisee shall cease not utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Franchisor so as to useconstitute unfair competition. Franchisee shall make such modifications or alterations to the Premises operated hereunder (including, without limitation, all signs, advertising materials, stationery, forms and any other article which displays the Marks. D. Franchisee shall take such action changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to cancel prevent any association with Franchisor or assign the System and any business thereon subsequently operated by Franchisee or others, and shall make such specific additional changes thereto as Franchisor may reasonably request for that purpose including, without limitation, removal of all distinctive physical and structural features identifying the System. In the event Franchisee fails or refuses to Franchisorcomply with the requirements of this Paragraph XVII., at Franchisor's optionFranchisor shall have the right to enter upon the Premises where the Franchised Business was conducted, any assumed name or equivalent registration filed with state, city or county authorities which contains the name "RezCity.com," "REZconnect.com," 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 Marksexpense of Franchisee, and which expense Franchisee xxxxx xxxxish Xxxxxxxxxx xxxh evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreementshall pay upon demand. E. F. Franchisee shall promptly pay all sums owing to Franchisor.. In the event of termination for any default of Franchisee, xxxx xxxx xhall include, but not be limited to, such sums shall include all damages, costs and expenses, including reasonable attorneys' fees fees, incurred by Franchisor as a result of the default. F. G. Franchisee shall pay to Franchisor all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor subsequent to the termination or expiration of the franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XVIIIXVII. or Paragraph XVIXV. G. H. Franchisee shall immediately turn over to Franchisor the Manual and all other manuals, client including the Manual, supplier lists, records, files, instructions, brochures, agreements, disclosure statements statements, the Software (if developed) and any and all other materials provided by Franchisor to Franchisee relating to the operation of the Franchised Business (all of which are acknowledged to be Franchisor's property). H. Franchisee hereby acknowledges that all telephone and facsimile numbers, e-mail and Internet addresses used in the operation of the Franchised Business constitute property of Franchisor. Franchisee agrees, prior to utilizing any telephone number in conjunction with the Franchised Business, to execute an agreement assigning such telephone listing and numbers to Franchisor, which shall become effective upon termination of this Agreement for any reason. In addition, Franchisee shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone numbers and facsimile numbers in any regular, classified or other telephone directory listing associated with the Marks and to authorize transfer of same to or at the direction of Franchisor. I. Franchisor shall have the right(but right, title and interest to any sign or sign faces bearing the Marks. Franchisee hereby acknowledges Franchisor's right to access the Premises should Franchisor elect to take possession of any said sign or sign faces bearing the Marks. J. Franchisor shall have the right (but not the duty) ), to be exercised by notice of intent to do so within thirty (30) days after termination or expiration, to purchase for cash, except as provided in this Paragraph XVIII.K., cash any or all assets of the Franchised Business, including leasehold improvements, equipment, supplies and other inventorysigns, advertising materials and all items bearing Franchisor's Marks or any of the MarksFranchised Business assets, at Franchisee's cost or fair market value or seventy-five percent (75%) of book value, whichever is less. If the parties cannot agree on fair market value within a reasonable time, the determination shall be made by arbitration in accordance with Paragraph XXX. of this Agreement. If Franchisor elects to exercise any option to purchase as herein provided, it shall have the right to set off all amounts due from Franchisee under this Agreement, and the cost of the arbitration, if any, against any payment thereforetherefor. J. K. Franchisee hereby acknowledges that all telephone and facsimile numbers used in the operation of the Franchised Business constitute assets of the Franchised Business; and upon termination or expiration of this Agreement, Franchisee shall assign to Franchisor or its designee, all Franchisee's right, title and interest in and to Franchisee's telephone and facsimile numbers and shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone number and any regular, classified or other telephone directory listing associated with the Marks and authorize a transfer of same to or at the direction of Franchisor. L. Franchisee shall comply with the covenants contained in Paragraph XVIXV. of this Agreement. K. M. All obligations of Franchisor and Franchisee which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding their its expiration or termination and until they are satisfied or by their nature expire.

Rights and Duties of Parties. UPON EXPIRATION OR TERMINATION ----------------------------------------------------------- Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee shall forthwith terminate terminate, and: A. Franchisee shall immediately cease to operate the Franchised Retail Business under this Agreement Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself out as a present or former franchisee Franchisee of Franchisor. B. Upon demand by Franchisor, Franchisee shall assign (or, if an assignment is prohibited, a sublease for the full remaining term and on the same terms and conditions as to Franchisor Franchisee's lease) its interest in a conventional office space any lease (if applicable) then in effect for the Premises to FranchisorFranchised Retail Business premises, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) 30 days after termination or expiration of this Agreement. C. Franchisee shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, trade secrets, processes procedures and techniques associated with the System, ; the Marks Marks; and any distinctive forms, slogansform, signs, symbols, logos or devices associated with the Marks or System. In particular, Franchisee shall cease to use, without limitation, all signs, advertising materials, stationery, forms forms, and any other article articles which displays display the MarksMarks associated with the System. D. Franchisee shall take such action as may be necessary to cancel or assign to Franchisor or Franchisor's designee, at Franchisor's option, any assumed name or equivalent registration filed with state, city or county authorities which contains the name "RezCity.com," "REZconnect.com,SUCCESSORIES" or any Xxxx of the MarksFranchisor, and Franchisee xxxxx xxxxish Xxxxxxxxxx xxxh shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) 30 days after termination or expiration of this Agreement. E. Franchisee shall, in the event it continues to operate or subsequently begins to operate any other business, not use any reproduction, counterfeit, copy or colorable imitation of the Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute Franchisor's exclusive rights in and to the Marks. Franchisee shall not utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with Franchisor so as to constitute unfair competition. Franchisee shall make such modifications or alterations to the premises of the Franchised Retail Business (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to prevent any association between Franchisor or the System and any business thereon subsequently operated by Franchisee or others, and shall make such specific additional changes thereto as Franchisor may reasonably request for that purpose, including, without limitation, removal of all distinctive physical and structural features identifying the System. In the event Franchisee fails or refuses to comply with the requirements of this Paragraph XVII, Franchisor shall have the right to enter upon the premises where Franchisee's Franchised Retail 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 shall pay upon demand. F. Franchisee shall promptly pay all sums owing to Franchisor.. In the event of termination for any default of Franchisee, xxxx xxxx xhall include, but not be limited to, such sums shall include all damages, costs costs, and expenses, including reasonable attorneys' fees fees, incurred by Franchisor as a result of the default. F. G. Franchisee shall pay to Franchisor all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor subsequent to the termination or expiration of the franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XVIII. XVII or Paragraph XVIXV. G. H. Franchisee shall immediately turn over to Franchisor the Manual and all other manuals, client including the Confidential Operations Manual, customer lists, records, files, instructions, brochures, agreements, disclosure statements agreements and any and all other materials provided by Franchisor to Franchisee relating to the operation of the Franchised Retail Business (all of which are acknowledged to be Franchisor's property). H. I. Franchisor shall acquire right, title and interest to any sign or sign faces bearing Franchisor's Marks. Franchisee hereby acknowledges that all telephone and facsimile numbers, e-mail and Internet addresses used in Franchisor's right to access the operation premises of the Franchised Retail Business constitute property should Franchisor elect to take possession of any said sign or sign faces bearing Franchisor. Franchisee agrees, prior to utilizing any telephone number in conjunction with the Franchised Business, to execute an agreement assigning such telephone listing and numbers to Franchisor, which shall become effective upon termination of this Agreement for any reason. In addition, Franchisee shall notify the telephone company and all listing agencies of the termination or expiration of Franchisee's right to use any telephone numbers and facsimile numbers in any regular, classified or other telephone directory listing associated with the Marks and to authorize transfer of same to or at the direction of FranchisorMarks. I. J. Franchisor shall have the right(but right (but not the duty) ), to be exercised by notice of intent to do so within thirty (30) 30 days after termination or expiration, to purchase for cash, except as provided in this Paragraph XVIII.K.XVII.I, any or all assets of the Franchised Business, including leasehold improvements, equipment, supplies supplies, and other inventory, advertising materials materials, and all items bearing the Franchisor's Marks, at Franchisee's cost or fair market value, whichever is less. If the parties cannot agree on fair market value within a reasonable time, the determination of fair market value shall be submitted to arbitration in accordance with Paragraph XXIX. If Franchisor elects to exercise any option to purchase as herein provided, it shall have the right to set off all amounts due from Franchisee under this Agreement, if any, Agreement against any payment thereforetherefor. J. K. Franchisee shall comply with the covenants contained in Paragraph XVI. XV of this Agreement, and shall refrain from soliciting any customers. K. L. All obligations of Franchisor and Franchisee which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding their its expiration or termination and until they are satisfied or by their nature expire.

Rights and Duties of Parties. UPON EXPIRATION OR TERMINATION ----------------------------------------------------------- Upon termination or expiration, this Agreement and all rights granted hereunder to Franchisee shall you will forthwith terminate terminate, and: A. Franchisee shall You will immediately cease to operate the Franchised Business Restaurant under this Agreement Agreement, and shall not thereafter, directly or indirectly, represent to the public or hold itself yourself out as a present or former franchisee of Franchisorours. B. Upon demand by Franchisorour demand, Franchisee shall you will assign (or, if an assignment is prohibited, a sublease for the full remaining term and on the same terms and conditions as Franchisee's lease) its to us your interest in a conventional office space any lease (if applicable) then in effect for the Premises to Franchisor, and Franchisee shall furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this AgreementFranchised Restaurant premises. C. Franchisee shall You will immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, trade secrets, processes and techniques associated with the System, ; the Marks and any distinctive forms, slogans, signs, symbols, logos logos, or devices associated with the Marks or System. In particular, Franchisee shall you will cease to use, without limitation, all signs, advertising materials, stationery, forms forms, and any other article articles which displays display the MarksMarks associated with the System. D. Franchisee shall You will take such action as may be necessary to cancel or assign to Franchisorus or our designee, at Franchisor's our option, any assumed name rights or equivalent registration filed with state, city city, or county authorities which contains the name "RezCity.comBuffalo Wild Wings," "REZconnect.com,bw-3" or any of the MarksXxxx, and Franchisee xxxxx xxxxish Xxxxxxxxxx xxxh you will furnish us with evidence satisfactory to Franchisor us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. E. Franchisee shall You will, in the event you continue to operate or subsequently begin to operate any other business, not use any reproduction, counterfeit, copy or colorable imitation of the Marks either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake or deception, or which is likely to dilute our exclusive rights in and to the Marks and will not utilize any designation of origin or description or representation which falsely suggests or represents an association or connection with us so as to constitute unfair competition. You will make such modifications or alterations to the premises of the Franchised Restaurant (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to prevent any association between us or the System and any business thereon subsequently operated by you or others, and will make such specific additional changes thereto as we may reasonably request for that purpose, including, without limitation, removal of all distinctive physical and structural features identifying the System. In the event you fail or refuse to comply with the requirements of this Paragraph XVII, we have the right to enter upon the premises where your Franchised Restaurant 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 your expense, which expense you will pay upon demand. F. You will promptly pay all sums owing to Franchisor.us and our affiliates. In the event of termination for any default of Franchiseedefault, xxxx xxxx xhall include, but not be limited to, such sums will include all damages, costs costs, and expenses, including reasonable attorneys' fees fees, incurred by Franchisor us as a result of the default. F. Franchisee shall G. You will pay to Franchisor us all damages, costs and expenses, including reasonable attorneys' fees, incurred by Franchisor subsequent to the termination or expiration of the franchise herein granted us in obtaining injunctive or other relief for the enforcement of any provisions of this Paragraph XVIII. or Paragraph XVIAgreement. G. Franchisee shall H. You will immediately turn over return to Franchisor the Manual and us at your cost all other manualsManuals, client our Proprietary Software Program, customer lists, records, files, instructions, brochures, agreements, disclosure statements statements, and any and all other materials provided by Franchisor us to Franchisee you relating to the operation of the Franchised Business Restaurant (all of which are acknowledged to be Franchisor's our property). H. Franchisee I. We will have the right, title and interest to any sign or sign faces bearing the Marks. You hereby acknowledges acknowledge our right to access the premises of the Franchised Restaurant if we elect to take possession of any sign or sign faces bearing the Marks. J. You hereby acknowledge that all telephone and facsimile numbers, e-mail and Internet addresses numbers used in the operation of the Franchised Business Restaurant constitute property assets of Franchisor. Franchisee agrees, prior to utilizing any telephone number in conjunction with the Franchised Business, to execute an agreement assigning such telephone listing Restaurant; and numbers to Franchisor, which shall become effective upon termination or expiration of this Agreement for any reason. In additionyou will assign to us or our designee, Franchisee shall all right, title, and interest in and to your telephone numbers and will notify the telephone company and all listing agencies of the termination or expiration of Franchisee's your right to use any telephone numbers number and facsimile numbers in any regular, classified or other telephone directory listing associated with the Marks and to authorize a transfer of same to or at the direction of Franchisorour direction. I. Franchisor shall K. We will have the right(but right (but not the duty) ), to be exercised by notice of intent to do so within thirty sixty (3060) days after termination or expiration, to purchase for cash, except as provided in this Paragraph XVIII.K., cash any or all assets of the Franchised BusinessRestaurant, including leasehold improvements, equipment, supplies supplies, and other inventory, advertising materials materials, and all items bearing the Marks, at Franchisee's your cost or fair market value, whichever is less. You acknowledge that, pursuant to Paragraph XVII.I. of this Agreement, all signs and sign faces bearing the Marks are specifically excluded from this provision as such signs and sign faces are deemed to be our property. If Franchisor elects the parties cannot agree on fair market value within a reasonable time, the determination of fair market value shall be determined by an appraiser selected by us and you. If you and we cannot agree on a single appraiser, each party shall select one appraiser, who together will select a third appraiser and the fair market value will be the average of the three (3) independent appraisers. Each party will pay their own appraiser and the cost of the third appraiser will be shared equally by the parties. If we elect to exercise any option to purchase as herein provided, it shall we have the right to set off all amounts due from Franchisee you under this Agreement, if any, against any payment thereforetherefor. J. Franchisee shall L. You will comply with the covenants contained in Paragraph XVI. XV of this Agreement. K. All obligations of Franchisor and Franchisee which expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding their expiration or termination and until they are satisfied or by their nature expire.