FRANCHISE AGREEMENT

Success with Systems Franchise Ltd.

TABLE OF CONTENTS

1. Interpretation

2. Rights granted

3. Commencement and duration

4. Fees

5. Franchisor's initial obligations

6. Franchisor's continuing obligations

7. Franchisee's obligations

8. Employees

9. Training

10. Anti-bribery compliance

11. Accounting records

12. Advertising

13. Telephones

14. Insurance

15. Premises

16. Intellectual property

17. Sale of Business

18. Death or incapacity of individual

19. Confidentiality

20. Termination

21. Consequences of termination

22. Restrictions

23. Indemnity

24. Individual's guarantee and covenants

25. Entire agreement

26. Further assurance

27. Data Protection

28. Assignment

29. Third party rights

30. Rights and remedies

31. Announcements

32. No partnership or agency

33. Force majeure

34. No set-off

35. Interest

36. Severance

37. Variation

38. Waiver

39. Expert determination 40. Counterparts

41. Notices

42. Alternative dispute resolution 43. Governing law

44. Jurisdiction

PARTIES

(1) Success With Systems Franchise Limited incorporated and registered in England and Wales with company number 13233826whose registered office is at 20-22 WENLOCK ROAD, LONDON N1 7GU, United Kingdom (the Franchisor)

(2) Name and company name Limited incorporated and registered in England and Wales whose registered office  (the Franchisee)

RECITALS

(A) The Franchisor, as a result of extensive research and practical business experience, has developed the Business.

(B) The Franchisor has built up a substantial reputation and goodwill which is associated with standards of service. The Franchisor is the exclusive owner of all rights in the Trade Marks.

(C) The Franchisor has developed specialised Products and Services to be used in the Business.

(D) The Franchisor is the owner of Intellectual Property rights in the System.

(E) The Franchisor has applied to register the Trade Marks which are associated with the Products and/or Services.

(F) The Franchisee wishes to acquire from the Franchisor the right and franchise to operate the Business in accordance with the terms of this Agreement.

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause 1 apply in this Agreement.

Advertising Levy: The Franchisee will make a monthly payment to the franchisor for support and marketing to be

agreed each quarter based off the silver Gold or

Platinum selection to the Franchisor in

accordance with clause 4.2.

Business: Success with Systems is a digital marketing company focusing on direct and indirect forms of

marketing and sales

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are

open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day hours to suite your life style and

the effort you want to put in to your business

Commencement Date:

Confidential Information: any information which is disclosed to the Franchisee by the Franchisor pursuant to, or in

connection with, this Agreement (whether orally

or in writing and whether or not such information

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is expressly stated to be confidential), or which

otherwise comes into the hands of the

Franchisee in relation to the Business, the

Franchisee's Business, the System, the

Services, the Business or the Products other

than information which is already in the public

domain (otherwise than as a result of a breach of

any obligation of confidentiality).

Contract Year: the 12-month period following the Commencement Date and each succeeding

12-month period.

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression

change of control shall be construed

accordingly.

Day: a period of 24 consecutive hours ending at 12.00 midnight.

Energy: means electricity, gas or any other form of fuel, and "fuel" has the meaning given to it in the CRC

Order.

Equipment: the equipment as further if needed and provided if applicable

Expert: a person appointed in accordance with clause 39.

Force Majeure Event: has the meaning given in clause 33.

Franchisee's Business: the Business as carried on by the Franchisee under this Agreement

Gross Monthly Receipts: the gross takings of the Franchisee's Business in respect of the Products and Services supplied by

the Franchisee in each month of the Term

starting on the Commencement Date, excluding

all value added tax and deducting any sales

rebates or discounts and determined in

accordance with clause 4.5.

Group: in relation to a company, that company, any subsidiary or holding company from time to time

of that company, and any subsidiary from time to

time of a holding company of that company.

Group Company: in respect of a party, any subsidiary, holding company or subsidiary of a holding company of

that party.

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Initial Fee: the sum of £9,995 plus VAT payable in accordance with clause 4.

Initial Term: the term referred to in clause 3.1.

Initial Training: Online classroom training with ongoing training models as an ongoing as one to one or groups

Intellectual Property: patents, rights to inventions, copyright and related rights, trade marks, trade names and

domain names, rights in get-up, rights in goodwill

or to sue for passing off, rights in designs, rights

in computer software, database rights, rights in

confidential information (including know-how and

trade secrets) and any other intellectual property

rights, in each case whether registered or

unregistered and including all applications (or

rights to apply) for, and renewals or extensions

of, such rights and all similar or equivalent rights

or forms of protection which may, now or in the

future, subsist in any part of the world relating to

the Products, Services, Business and the

System, owned by the Franchisor and acquired

by the Franchisor from time to time.

Management Fee: £500.00 per month for the first quarter then agreement level each quarter thereafter (Silver

£250,00, Gold £350,00 or higher such as

Platinum £450,00)

Manual: the manual setting out the operations and procedures for running the Business compiled by

the Franchisor, as updated from time to time by

the Franchisor.

Renewed Term: any term of this Agreement following a renewal under the provisions of clause 3.2.

Restricted Business: any business of the Franchisor or any other franchisee of the Franchisor that is similar to the

Franchisee's Business.

Restricted Customer: any firm, company or person who, during the six months prior to the date of termination of this

Agreement, was a customer of the Franchisee.

Services: the specialised services developed by the Franchisor to be used in, or supplied by, the

Franchisee's Business as further described in

Part 2 of Schedule 2.

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Start-up Package: the items listed in the Manual supplied to the Franchisee under clause 5.

Stationery: all letterheads, invoices, order forms and other documents approved by the Franchisor from

time to time to be used by the Franchisee for the

purpose of the Franchisee's Business.

System: the distinctive business format and method developed and implemented by the Franchisor in

connection with the Business using the

Intellectual Property, Confidential Information,

operational procedures, plans, directions,

specifications, methods, management,

marketing and advertising techniques part of

which are contained in the Manual.

Term: the Initial Term of this Agreement and any Renewed Term under clause 3.

Territory: the area referred to in Schedule 1.

TUPE: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246),

as amended.

VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar

replacement or additional tax.

Week: any period of seven consecutive days.

Year: any period of 12 consecutive months from 1 January to the following 31 December.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.

1.4 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee]. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section

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1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.7 Words in the singular shall include the plural and vice versa.

1.8 A reference to one gender shall include a reference to the other genders.

1.9 A reference to any party shall include that party's personal representatives, successors or permitted assigns.

1.10 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

1.11 A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision.

1.12 A reference to writing or written includes faxes and email.

1.13 References to a document in agreed form are to that document in the form agreed by the parties and initialled by or on behalf of them for identification.

1.14 A reference to "this Agreement" or to any other agreement or a document referred to in this Agreement is a reference to this Agreement or such other document or agreement as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.

1.15 References to clauses and Schedules are to the clauses and Schedules of this Agreement; references to paragraphs are to paragraphs of the relevant Schedule.

1.16 Where any statement is qualified by the expression so far as the Franchisor/Franchisee is aware or to the Franchisor’s/Franchisee's knowledge (or any similar expression), that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry.

1.17 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.18 Any obligation in this Agreement not to do something includes an obligation not to agree or allow that thing to be done.

2. RIGHTS GRANTED

2.1 In consideration of the payments agreed to be made in clause 4, the Franchisor grants the Franchisee licence to:

2.1.1 operate the Franchisee's Business;

2.1.2 use the Intellectual Property in respect of the Franchisee's Business; and Success With Systems Franchise Ltd. 5

2.1.3 use the benefit of accounting, management and marketing knowledge and experience of the Franchisor,

3. COMMENCEMENT AND DURATION

3.1 The Initial Term of the agreement is five years from the date of this Agreement (subject to earlier termination in accordance with clause 20).

3.2 The Franchisee may, by notice in writing to the Franchisor, given not less than six months before the end of the Initial Term, request the term of this Agreement to be renewed for a period of five years after the end of the Initial Term. The Franchisor shall, by notice in writing to the Franchisee, given not less than four months before the end of the Initial Term, accept a renewal of the term of this Agreement, if:

3.2.1 the Franchisee has paid (in accordance with clause 4.2) a renewal fee of no more than £1,000.00 which includes the Franchisor’s legal and administrative costs in granting a renewal of the term of this Agreement;

3.2.2 at the end of the Initial Term, there are no outstanding material breaches by the Franchisee or the Individual of this Agreement or the Lease and there are no grounds on which the Franchisor has a right to terminate this Agreement under clause 20; and

3.2.3 the Franchisee and the Individual have at all times performed its obligations under this Agreement to the reasonable satisfaction of the Franchisor and the Franchisee's Business meets the requirements of the Franchisor as set out in the then current form of franchise agreement and Manual.

3.3 Any renewal under this clause 3 shall be effected either by confirmation in writing signed by or on behalf of the parties or, if required by the Franchisor, by the parties entering into a new agreement, which shall be in the Franchisor’s then current form of franchise agreement, provided that, on such renewal:

3.3.1 the Franchisee will not be liable to pay the Initial Fee (or the equivalent of it under the new agreement);

3.3.2 the Franchisor will not be under any obligation to perform the obligations under clause 5 or any equivalent obligations under the new agreement; and

3.3.3 the provisions of clause 3.2 and clause 3.3, or any equivalent provisions under the new agreement, shall apply in the Renewed Term.

3.4 Unless the parties agree otherwise in writing, any renewal under this clause 3 shall be without prejudice to any rights or obligations of the parties outstanding at the end of the Initial Term. The Franchisee and the Individual shall waive all claims that they may have against the Franchisor arising in respect of this Agreement.

3.5 Unless it is terminated earlier under clause 20, this Agreement shall terminate at the end of the Term.

3.6 If the Franchisee continues to carry on the Franchisee's Business after the end of the Term, but without having agreed a Renewed Term with the Franchisor, then it will be deemed to do so on the terms and conditions of this Agreement (or any agreement entered into by the parties under clause 3.3), save that The Franchisee or the Franchisor will be entitled to terminate this Agreement on giving to the others three months’ written notice of termination.

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4. FEES

4.1 On the date of this Agreement, the Franchisee shall pay the Initial Fee. The Initial Fee shall cover all of the obligations of the Franchisor under clause 5.

4.2 The Franchisee shall pay the Management Fee monthly in arrears, with effect from the date of this Agreement. Subject to clause 4.5, the Management Fee shall be paid on the first day of each month and the Advertising Levy shall be paid on the first day of each month. All other fees under this Agreement shall be paid within 30 days of receipt by the Franchisee of the invoice provided by the Franchisor for such payment.

4.3 Unless the Franchisor otherwise notifies the Franchisee in writing, the Franchisee shall make all payments electronically to the bank account nominated by the Franchisor from time to time.

4.4 All fees due under this Agreement are exclusive of VAT, which shall, where applicable, be paid by the Franchisee at the prevailing rate on the due date for payment or receipt of the relevant invoice from the Franchisor (as may be).

4.5 The Gross Monthly Receipts shall be determined as follows:

4.5.1 within three days of the end of each month, the Franchisee shall prepare, and deliver to the Franchisor, a statement of the Gross Monthly Receipts for the month;

4.5.2 within three days after the Franchisee has delivered the statement of Gross Monthly Receipts, the Franchisor shall either confirm in writing that it agrees such statement or give notice that it does not;

4.5.3 if the Franchisor does not agree such statement, the parties shall endeavour to resolve all matters in dispute as soon as practicable. If they fail to do so within 14 days of the notice, either party may refer the dispute for resolution to an Expert appointed under clause 39; and

4.5.4 any payment, additional payment or refund to be made as a result of any decision of the Expert shall be made within 14 days of receipt by the parties of the decision of the Expert.

4.6 The Franchisee shall be responsible for the payment of all invoices due to third party suppliers.

5. FRANCHISOR'S INITIAL OBLIGATIONS

5.1 The Franchisor shall within one month of the date of this Agreement provide: 5.1.1 general advice on how to set up the Franchisee's Business;

5.1.2 a copy, on loan, of the Manual; and

5.1.3 such local advertising for Franchisee's Business before the Commencement Date in such manner as it may, in its absolute discretion, think fit.

6. FRANCHISOR'S CONTINUING OBLIGATIONS

6.1 The Franchisor shall at all times during the Term:

6.1.1 provide the Franchisee with such know-how, advice and guidance relating to the Business as it thinks fit;

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6.1.2 update the Manual and System from time to time and promptly inform the Franchisee in writing of all such updates;

6.1.3 at the Franchisee’s expense, supply the Products and Stationery to the Franchisee subject to availability on the Franchisor’s standard terms and conditions applicable at the date of placing the order;

6.1.4 organise an annual conference for all franchisees of the Business at a time and place which is convenient to the majority of those franchisees.

7. FRANCHISEE'S OBLIGATIONS

7.1 The Franchisee shall register for VAT within one month of the date of this Agreement, start trading on the Commencement Date and, at all times during the Term, in relation to the Franchisee's Business shall:

7.1.1 operate the Franchisee's Business strictly in accordance with the Manual and not do anything that could or might in the sole opinion of the Franchisor bring the Business into disrepute or damage the reputation of the Business;

7.1.2 ensure within 30 days of the Franchisor having updated the franchise agreement or Manual, that the Franchisee’s Business complies with and meets the requirements of the Franchisor as set out in the updated form of franchise agreement and Manual;

7.1.3 use its best endeavours to promote and extend the Business;

7.1.4 use its best endeavours to protect and promote the goodwill in the Business; 7.1.5 operate the Business during hours specified by the Franchisor from time to time; 7.1.6 operate the Franchisee's Business only from the Premises;

7.1.7 only use Stationery and Products which are supplied by the Franchisor;

7.1.8 sell only to end users, other franchisees of the Franchisor or other persons approved in writing by the Franchisor;

7.1.9 supply products and services to end users only on the standard terms and conditions of sale set out in the Manual and not on any other terms and conditions;

7.1.10 comply with ordering, invoicing and accounting procedures as required by the Franchisor; 7.1.11 not offer credit to customers without the prior written consent of the Franchisor;

7.1.12 pay all third party suppliers promptly in accordance with the terms of supply agreed with them and not enter into any arrangement or agreement to factor, charge or otherwise deal with the debts of the Franchisee's Business without the prior written consent of the Franchisor;

7.1.13 not license any other person to operate the Business;

7.1.14 without delay, inform the Franchisor of any improvement or modification to the Business or System or business opportunity which comes to its attention;

7.1.15 promptly give the Franchisor any information that the Franchisee may obtain in relation to potential sales outside the Territory or any matter that could affect sales favourably or unfavourably inside or outside the Territory;

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7.1.16 supply the Franchisor with such information relating to the Franchisee's Business in such form and at such times as the Franchisor may from time to time reasonably require;

7.1.17 introduce any improvements or modifications into the Franchisee's Business when requested by the Franchisor;

7.1.18 at the request of the Franchisor, provide potential franchisees with information as reasonably requested;

7.1.19 give such notices in such places as required by law and as the Franchisor may require to the effect that the Franchisee is operating the Franchisee's Business under licence from the Franchisor.

8. EMPLOYEES

8.1 In relation to the employees of the Franchisee who are engaged in the Franchisee's Business, the Franchisee shall, at all times during the Term:

8.1.1 ensure that all employees are well-dressed as specified by the Franchisor from time to time and are clean and polite;

8.1.2 not employ any person who has not completed the training course provided under clause 9 and been approved by the Franchisor;

8.1.3 not start trading of the Franchisee's Business until all relevant employees are trained in accordance with clause 9; and

8.1.4 employ sufficient number and quality of employees to fulfil its obligations under this Agreement.

9. TRAINING

9.1 The Franchisor shall:

9.1.1 provide, free of charge, Initial Training for the Individual and the Franchisee’s employees and contractors specified in Manual in accordance with the Manual, and shall give the Franchisee notice of which of the employees of the Franchisee and contractors have, in its reasonable opinion, successfully completed such training; and

9.1.2 provide further training programmes for the Individual and five of the employees of the Franchisee and contractors on the terms set out in the Manual, free of charge per calendar year. Such training shall take place at such time and place as the parties may agree.

9.2 The Franchisee shall:

9.2.1 not start the Franchisee's Business until its employees and contractors referred to in clause 9.1 have, in the reasonable opinion of the Franchisor, successfully completed the Initial Training as set out in the Manual;

9.2.2 not allow any employee or contractor to work in the Franchisee's Business until they have, in the reasonable opinion of the Franchisor, successfully completed training as set out in the Manual;

9.2.3 if any employee or contractor does not successfully complete training, ensure that such training is repeated until it has been successfully completed; and

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9.2.4 ensure that all employees or contractors attend such further training as the Franchisor may reasonably require. Such training shall be charged for by the Franchisor free of charge and shall take place at such time and place as the parties may agree.

10. ANTI-BRIBERY COMPLIANCE

10.1 The Franchisee shall:

10.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

10.1.2 comply with the Ethics and Anti-bribery Policy of the Franchisor, in each case as the Franchisor or the relevant industry body may update them from time to time (Relevant Policies);

10.1.3 have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate;

10.1.4 promptly report to the Franchisor any request or demand for any undue financial or other advantage of any kind received by the Franchisee in connection with the performance of this Agreement; and

10.1.5 within three of the date of this Agreement, and annually thereafter, certify to the Franchisor in writing signed by an officer of the Franchisee, compliance with this clause 10 by the Franchisee and all persons associated with it under clause 10.2. The Franchisee shall provide such supporting evidence of compliance as the Franchisor may reasonably request.

10.2 The Franchisee shall ensure that any person associated with the Franchisee who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Franchisee in this clause 10 (Relevant Terms). The Franchisee shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Franchisor for any breach by such persons of any of the Relevant Terms.

10.3 Breach of this clause 10 by the Franchisee shall be deemed a material breach under clause 20.1.2.

10.4 For the purpose of this clause 10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 10, a person associated with the Franchisee includes any agent, delegate or subcontractor of the Franchisee.

11. ACCOUNTING RECORDS

11.1 The Franchisee shall:

11.1.1 maintain records of all sales and Gross Monthly Receipts and submit to the Franchisor a statement of them on the sixth day of each month with the Management Fee. Such records and statement shall be in the form approved by the Franchisor;

11.1.2 keep and maintain at the Premises complete and accurate accounts and records relating to the Franchisee's Business in a form approved by the Franchisor. All such records shall be full, accurate, up to date. If required by the Franchisor, the Franchisee shall have them audited by qualified auditors nominated by the Franchisor;

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11.1.3 deliver to the Franchisor a copy of the audited accounts of the Franchisee, as filed with the registrar of companies in each year, within one month of such filing and, in any event, within six months of the relevant accounting year end;

11.1.4 retain its accounting and financial records for at least six years after the end of any accounting year to which those records relate;

11.1.5 allow representatives of the Franchisor to enter the Premises and investigate the records of the Franchisee and take copies of the accounts of the Franchisee and records on reasonable notice, during usual business hours during the Term and for a period of six years after the termination of this Agreement; and

11.1.6 supply to the Franchisor copies of all VAT returns and any other financial and fiscal information which the Franchisor may reasonably request.

12. ADVERTISING

12.1 The Franchisor shall:

12.1.1 promote the Business in the UK in such manner and at such times as it shall in its absolute discretion think fit;

12.2 The Franchisee shall:

12.2.1 promote and advertise the Franchisee's Business in the Territory in accordance with the Manual using any materials supplied by the Franchisor and co-operate with the Franchisor in relation to any special promotion or advertising campaign as the Franchisor may require; and

12.2.2 The Franchisee will at his best efforts marketing and advertise his business on advertising and promoting the Franchisee's Business in the Territory.

13. TELEPHONES

13.1 In the course of the Franchisee's Business, the Franchisee shall use only telephone numbers specified and owned by the Franchisor (Telephone Numbers) and shall not use the Telephone Numbers for any purpose other than the Franchisee's Business.

13.2 The Franchisee shall, on demand, reimburse the Franchisor for all charges for the installation.

13.3 The Franchisee shall pay all costs in connection with the use of the Telephone Numbers.

13.4 The Franchisee shall immediately discontinue use of the Telephone Numbers on termination of this Agreement.

13.5 The Franchisee shall use the Telephone Numbers and no others in marketing, advertising and promotional material relating to the Franchisee's Business.

14. INSURANCE

14.1 The Franchisee shall take out and maintain an all-risk insurance policy with a reputable insurance company (or companies) with such amount of cover as the Franchisor may, in its absolute discretion, specify in the Manual. Such policy (or policies) shall include:

14.1.1 liability for employees and third parties;

14.1.2 public liability;

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14.1.3 liability under the Consumer Protection Act 1987;

14.1.4 professional indemnity cover;

14.1.5 loss of profits and interruption of the Franchisee's Business; and

14.1.6 any other cover which the Franchisor may, in its absolute discretion, specify. 14.2 The Franchisee shall not breach, or allow any breach of, such policies.

14.3 The interest of the Franchisor should be noted on the policies of insurance, which shall state that the Franchisor is to receive notice of any late payment of a premium and at least 30 days' notice of cancellation.

14.4 The Franchisee shall provide the Franchisor with copies of all such policies and renewals.

14.5 The Franchisee shall promptly pay all premiums for such policies and immediately provide the Franchisor with evidence of payment of premiums.

14.6 If the Franchisee fails to take out and maintain such policies, the Franchisor may do so and the Franchisee shall reimburse the Franchisor for all costs and expenses incurred in doing so.

15. INTELLECTUAL PROPERTY

15.1 The Franchisor warrants that it is not aware of any reason why it might not be entitled to license the Intellectual Property and why the use of the Intellectual Property by the Franchisee in accordance with the terms of this Agreement would constitute an infringement of any third party's intellectual property.

15.2 The Franchisee acknowledges that:

15.2.1 it does not have any right, title or interest in the Intellectual Property or any updates or improvements to it, save as specifically set out in this Agreement and the Manual; and

15.3 If the Franchisee learns of any threatened or actual infringement of the Intellectual Property, or of any circumstance which suggests that the use of the Intellectual Property may infringe the intellectual property of a third party, it shall immediately inform the Franchisor, giving all such details as the Franchisor requests.

15.4 The Franchisor shall have conduct of any proceedings relating to the Intellectual Property and may take whatever action it, in its sole discretion, decides in respect of any infringement or alleged infringement of it, or arising from its use. Any rights that the Franchisee has under section 30 of the Trade Marks Act 1994 are excluded. The Franchisee shall co-operate with the Franchisor in taking such action and the Franchisor shall meet any reasonable expenses of the Franchisee in doing so.

15.5 The Franchisee shall:

15.5.1 not apply for registration of any of the Intellectual Property (or any intellectual property that is confusingly similar to the Intellectual Property) in its own name, in any part of the world;

15.5.2 comply with the Manual and all requests by the Franchisor as to the use of the Intellectual Property and the ™, © and ® symbols in relation to the Intellectual Property;

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15.5.3 give assistance to enable the Franchisor to register its Trade Marks; 15.5.4 not license (or purport to license) any other person to use any of the Intellectual Property; 15.5.5 not use any intellectual property that is confusingly similar to the Intellectual Property;

15.5.6 not do anything that may adversely affect the Intellectual Property or the right of the Franchisor or title to it; and

15.5.7 immediately stop using any advertising or promotional material or packaging on receipt of a request by the Franchisor to do so.

15.6 The Franchisee acknowledges and agrees that all Intellectual Property in the Manual is and shall remain the exclusive property of the Franchisor. The Franchisee shall hold the Manual in safe custody at its own risk and maintained and kept in good condition by the Franchisee until returned to the Franchisor or destroyed at the option of the Franchisor in accordance with clause 21.3.

16. SALE OF BUSINESS

16.1 The Franchisee shall not sell, transfer or otherwise dispose of part or all of the Franchisee's Business to a third party purchaser (or purchasers), unless it has first served notice on the Franchisor of its intention and offered to sell the Franchisee's Business to the Franchisor for the same amount and on the same terms as the best bona fide offer from such third parties as it think fit. If the parties are unable to agree such market value within 90 days after the service of such notice, then the matter shall be referred to an Expert for determination in accordance with clause 39.

16.2 Where the Franchisee has a bona fide offer from a third party purchaser (or purchasers), it shall submit to the Franchisor copies of any proposed purchaser's written offers, together with such additional information as to the offer and the proposed purchasers as the Franchisor may, in its absolute discretion, require.

16.3 If the Franchisor gives notice of acceptance of the offer referred to in clause 17.1 within 28 days of the notice of offer, the Franchisee shall sell, and the Franchisor shall buy, the Franchisee's Business on such terms and the sale and purchase shall be completed within 90 days of receipt of the acceptance of the offer, or, if later, immediately following ascertainment of the purchase price in accordance with clause 17.1, or such later date as the parties shall agree.

16.4 The Individual shall not and shall procure that the members of his family who are shareholders in the Franchisee shall not, at any time during the Term, sell, transfer or otherwise dispose of any shares in the Franchisee, and shall procure that the Franchisee shall not issue any new shares other than to the existing shareholders in proportion to their existing share holdings, unless:

16.4.1 the Individual has first served notice on the Franchisor of their intention and offered to sell all of his shares to the Franchisor, and procures that the members of his family who are shareholders in the Franchisee offer all of their shares in the Franchisee; or

16.4.2 the Franchisee has first served notice on the Franchisor of its intention and first offered all such new shares to the Franchisor,

for the same amount and on the same terms as any bona fide offer from a third party purchaser (or purchasers).

16.5 If the Franchisor gives notice of acceptance of the offer referred to in clause 17.4 within 28 days of receipt of the notice of offer, the Individual or the Franchisee (as may be) shall sell,

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and the Franchisor shall buy, such shares on such terms and the sale and purchase shall be completed within 90 days of the receipt of the acceptance of the offer, or, if later, immediately following ascertainment of the purchase price in accordance with clause 17.4 or at such later date as those parties shall agree.

16.6 If the Franchisor does not give notice of acceptance of an offer to sell the Franchisee's Business or the shares within 28 days of receipt of the notice of offer, the offer shall expire and the Franchisee or Individual (as may be) shall be free, within 90 days of such expiry, to sell, transfer, issue or otherwise dispose of part or all of the Franchisee's Business or shares in the Franchisee to any third party, subject to the prior written consent of the Franchisor (such consent not to be unreasonable withheld, conditioned or delayed) if the following conditions have been complied with:

16.6.1 the Franchisee and the Individual (as may be) have both substantially complied with all the terms and conditions of this Agreement;

16.6.2 there are no subsisting material breaches of this Agreement;

16.6.3 the buyer which, in the case of a limited company, includes its shareholders and directors meets the current minimum standards of the Franchisor with respect to prior business experience, financial standing and recruitment criteria as set out in the Manual;

16.6.4 the Franchisee agrees to pay the Franchisor an administration fee of to up to a maximum of £500.00, whether or not the sale goes ahead;

16.6.5 the Franchisee agrees to pay the Franchisor’s solicitors’ or other professionals’ costs and expenses, whether or not the sale goes ahead;

16.6.6 all monies due to the Franchisor have been paid;

16.6.7 the proposed buyer undertakes and passes initial training; and

16.6.8 the proposed buyer has entered into a new franchise agreement with the Franchisor on its then current terms and conditions for a period of not less than the outstanding Term of this Agreement, save that the proposed buyer shall not be obliged to pay a sum that is equivalent to the Initial Fee and the Franchisor shall not be required to perform any obligations that are equivalent to those set out in clause 5, for which the Franchisor will be paid at its then current rates by the buyer.

16.7 If the Franchisor consents to the sale of such shares or the Franchisee's Business in accordance with clause 17.6, The Franchisor is appointed by the Franchisee and the Individual, and may act for them as non-exclusive agent for the sale of the Franchisee's Business or shares in the Franchisee respectively and shall procure that the proposed purchaser pays the full purchase price to the Franchisor as agent for the Franchisee. The Franchisor may deduct from it any sums which are payable, or may become payable, by the Franchisee or the proposed buyer to the Franchisor and a reasonable fee and its expenses for this service. The balance shall be remitted to the Franchisee (or the Individual as may be).

17. DEATH OR INCAPACITY OF INDIVIDUAL

17.1 If the Individual dies during the Term, his personal representatives shall, within three months, inform the Franchisor of his death, and offer to sell the shares of the Individual to the Franchisor. In such circumstances, the terms of clause 17.4, clause 17.5, clause 17.6 and clause 17.7 shall apply as if references in them to the Individual were to the personal representatives of the Individual and the third party purchaser were either the beneficiary or beneficiaries of the shares in the will of the Individual, or under the rules on intestacy, or, if such beneficiaries do not

Success With Systems Franchise Ltd. 14

want to become the registered holder of such shares, any other third party specified in the notice by the personal representatives.

17.2 In the event of the death of the Individual or if the Individual is, in the reasonable opinion of the Franchisor, unable to a material degree to operate the Franchisee's Business to the standard required by the Manual for a period in excess of two consecutive months or 90 days in any 180 day period, the Franchisor may appoint a manager of the Franchisee's Business who shall have full powers to operate the Franchisee's Business and to take all steps to ensure that the Franchisee complies with the terms of this Agreement at the expense of the Franchisee.

18. CONFIDENTIALITY

18.1 The Franchisee undertakes that it shall not at any time, copy, use or disclose to any person any Confidential Information, except as permitted by this Agreement.

18.2 The Franchisee may disclose Confidential Information:

18.2.1 to the employees, officers, representatives or advisers of the Franchisee who need to know such information for the purposes of carrying out its obligations under this Agreement. The Franchisee shall ensure that the employees, officers, representatives or advisers of the Franchisee to whom the Confidential Information is disclosed comply with this clause 19; and

18.2.2 as may be required by law, court order or any governmental or regulatory authority.

18.3 No party shall use the Confidential Information for any purpose other than to perform its obligations under this Agreement.

19. TERMINATION

19.1 The Franchisor may terminate this Agreement with immediate effect (or following such notice period as it sees fit) without prejudice to any of its rights or remedies, by giving written notice to the Franchisee and the Individual if:

19.1.1 the Franchisee or the Individual fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment; or

19.1.2 the Franchisee or Individual commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

19.1.3 the Individual or the employees of the Franchisee or contractors of the Franchisee fail to successfully complete the initial training referred to in clause 9; or

19.1.4 the Franchisee does not start trading by the Commencement Date; or

19.1.5 the Franchisee has not registered for VAT within one month of the date of this Agreement; or

19.1.6 the Franchisee or Individual repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or

19.1.7 the Franchisee or Individual gives to the Franchisor any false or misleading information, or makes any misrepresentation in connection with obtaining this Agreement or during the Term, in connection with the Franchisee's Business; or

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19.1.8 persistent, valid complaints continue to be made to the Franchisor about the quality of the service provided by the Franchisee and the Franchisee, having received notice of such complaints, fails to improve such service to the reasonable satisfaction of the Franchisor; or

19.1.9 the Lease is terminated; or

19.1.10the Franchisee or the Individual, in the reasonable opinion of the Franchisor, does, or permits to be done, any act which might jeopardise or invalidate the registration of the Trade Marks or does any act which might assist, or give rise to, an application to remove the Trade Marks, or which might prejudice the right or title of the Franchisor to the Trade Marks; or

19.1.11 the Franchisee or the Individual purports to assign any of the rights or licences granted under this Agreement other than in accordance with the terms of this Agreement; or

19.1.12the Franchisee fails to obtain any written approval or consent of the Franchisor as expressly required by this Agreement; or

19.1.13the Franchisee or Individual suspends, or threatens to suspend, payment of its debts or is, or is deemed to be, insolvent (in the case of the Franchisee), bankrupt (in the case of the Individual), unable to pay its debts as they fall due for payment, or admits inability to pay its debts; or

19.1.14the Franchisee or Individual commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or enters into any composition or arrangement with its creditors generally; or

19.1.15an order is made, a resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution, or any analogous proceedings are taken, for the winding-up, administration or dissolution of the Franchisee; or

19.1.16the Individual is the subject of a bankruptcy petition or order; or

19.1.17any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over, or in respect of, the Franchisee or the Individual or any part of their business or assets; or

19.1.18a creditor or encumbrancer of the Franchisee or Individual attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

19.1.19any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 20.1.13 to clause 20.1.18 (inclusive); or

19.1.20the Franchisee suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the Franchisee's Business; or

19.1.21subject to clause 18, the Individual dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or the court has made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005 in respect of the Individual; or

19.1.22there is a change of control of the Franchisee; or

19.1.23the Individual is convicted of a serious criminal offence.

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19.2 The parties acknowledge and agree that any breach of clause 2.2, clause 7, clause 15, clause 16, clause 17, clause 19 shall constitute a material breach for the purposes of this clause 20.

20. CONSEQUENCES OF TERMINATION

20.1 On termination or expiry of this Agreement for any reason:

20.1.1 Clause 16, Clause 19, Clause 21, Clause 22, Clause 26, Clause 23, Clause 27, Clause 29, Clause 34, Clause 35, Clause 39, Clause 41, Clause 42, Clause 43 shall continue in force indefinitely; and

20.1.2 Subject to this clause 21, the parties shall have no further obligations under this Agreement.

20.2 Any termination or expiry of this Agreement shall not affect any rights or liabilities that have accrued prior to such termination.

20.3 On termination or expiry of this Agreement for any reason, the Franchisee and the Individual shall:

20.3.1 immediately pay the Franchisor the full amount of all sums due from the Franchisee to the Franchisor together with any interest payable in accordance with clause 35;

20.3.2 cease to operate the Franchisee's Business and System and to trade under any of the Trade Marks, and not hold the Franchisee out as a franchisee of the Franchisor or do anything that may indicate any relationship between them and the Franchisor other than selling Products for which the Franchisee has already paid and which, at the date of termination, the Franchisee had contracted to provide to a third party;

20.3.3 not make or receive telephone calls in connection with the Business;

20.3.4 immediately stop using the Intellectual Property, including the Trade Marks and take all steps as the Franchisor may reasonably require to remove the name of the Franchisee as licensee at the UK Trade Marks Registry and all other applicable trade marks registries in other jurisdictions;

20.3.5 pass all enquiries, and full details of potential customers, to the Franchisor; 20.3.6 give all customer lists and full details of contracts with customers to the Franchisor;

20.3.7 cease to use the Financial Package and other software supplied to the Franchisee by the Franchisor, and return or at the option of the Franchisor, destroy (without copying) all elements of it, including all software, hardware and documentation relating to it;

20.3.8 return or at the option of the Franchisor, destroy all copies of the Manual, Stationery, and other Products or materials bearing the Trade Marks subject to the payment by the Franchisor to the Franchisee of the written-down cost of such items;

20.3.9 pay all debts owing to creditors of the Franchisee's Business;

20.3.10cease to use the Telephone Numbers and not make or receive any telephone calls, faxes or emails in connection with the Business, and take all steps that the Franchisor requires to transfer all listings of the Telephone Numbers in any directory to the Franchisor or as it may direct;

20.3.11 agree to indemnify the Franchisor against any claims under TUPE; and Success With Systems Franchise Ltd. 17

20.3.12assign to the Franchisor all domain name registrations and rights in web site content owned or used by the Franchisee in the Franchisee's Business.

20.4 On termination or expiry of this Agreement for any reason, the Franchisor may, at its option, repurchase any plant, equipment, fixtures and fittings used by the Franchisee exclusively for the purpose of the Franchisee's Business at the Premises, including the Equipment, at such price as the Franchisor reasonably considers to be its current market value. The Franchisee shall, at its expense, arrange all insurance and transport of such plant and equipment in accordance with the reasonable instructions of the Franchisor. If the Franchisor does not exercise its option, the Franchisee shall be free to sell such items as it chooses.

20.5 On termination or expiry of this Agreement for any reason, the Franchisee must return (at its expense and in good working order and condition) all items of equipment held on loan or hire from the Franchisor under the terms of this Agreement. Until they have been returned or repossessed, the Franchisee shall be solely responsible for the safe keeping, supervision, custody and insurance of them.

20.6 If the Franchisee fails to fulfil its obligations under this clause 21 within a reasonable time, the Franchisor may, at the expense of the Franchisee, immediately and without notice, enter onto the premises of the Franchisee and take such steps as it thinks fit to fulfil any outstanding obligations.

21. RESTRICTIONS

21.1 In order to protect the Confidential Information, trade secrets and business connections of the Franchisor and the other franchisees of the Franchisor, the Franchisee and the Individual covenant with the Franchisor that they shall not:

21.1.1 during the Term or for 12 months after termination or expiry of this Agreement, solicit or endeavour to entice away from the Franchisor or any other franchisee of the Franchisor the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business; or

21.1.2 during the Term or for 12 months after termination or expiry of this Agreement, in the course of any business concern which is in competition with or similar to the Business or any business of the Franchisor or any other franchisee of the Franchisor, offer to employ or engage, or otherwise endeavour to entice away, any employee of the Franchisor or any other franchisee of the Franchisor who is at the level of Manager or above, and with whom the Franchisee or the Individual dealt in the 12 months prior to termination of this Agreement; or

21.1.3 during the Term, or for 12 months after termination or expiry of this Agreement, be involved as agent, consultant, director, employee, owner, partner or shareholder with any business concern which is (or intends to be) in competition with any Restricted Business in the Territory; or

21.1.4 during the Term, or for 12 months after termination of this Agreement, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or

21.1.5 at any time after termination of this Agreement, represent himself as connected, in any way, with the Franchisor.

21.2 None of the restrictions in clause 22.1 shall prevent the Franchisee or the Individual from: Success With Systems Franchise Ltd. 18

21.2.1 holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; or

21.2.2 being engaged or concerned in any business concern insofar as their duties or work relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or

21.2.3 being engaged or concerned in any business concern, provided that their duties or work relate solely to services or activities of a kind with which they were not concerned to a material extent in the six months prior to termination of this Agreement.

21.3 The restrictions imposed on the Franchisee and the Individual by this clause 22 apply to them acting:

21.3.1 directly or indirectly; and

21.3.2 on their own behalf or on behalf of, or in conjunction with, any firm, company or person.

21.4 Each of the restrictions in this clause 22 is intended to be separate and severable. If any of the restrictions are held to be void, but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

22. INDEMNITY

22.1 In this clause, a reference to the Franchisor shall include the Franchisor's subsidiaries, and the provisions of this clause shall be for the benefit of the Franchisor and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to the Franchisor.

22.2 The Franchisee shall indemnify the Franchisor against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Franchisor arising out of or in connection with:

22.2.1 the Franchisee's breach or negligent performance or non-performance of this Agreement; 22.2.2 the enforcement of this Agreement;

22.2.3 any claim made against the Franchisor for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Franchisee’s operation of the Business in accordance with this Agreement; and

22.2.4 any claim made against the Franchisor by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Franchisee, its employees, agents or subcontractors;

22.3 This indemnity shall apply whether or not the Franchisor has been negligent or at fault.

22.4 Liability under this indemnity is conditional on the Franchisor discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Franchisor which may reasonably be considered likely to give rise to a liability under this indemnity (a Claim), the Franchisor shall:

22.4.1 as soon as reasonably practicable, give written notice of the Claim to the Franchisee, specifying the nature of the Claim in reasonable detail;

Success With Systems Franchise Ltd. 19

22.4.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Franchisee (such consent not to be unreasonably conditioned, withheld or delayed), provided that the Franchisor may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Franchisee, but without obtaining the consent of the Franchisee) if the Franchisor reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect;

22.4.3 give the Franchisee and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Franchisor, so as to enable the Franchisee and its professional advisers to examine them and to take copies (at the Franchisee's expense) for the purpose of assessing the Claim; and

22.4.4 subject to the Franchisee providing security to the Franchisor to the Franchisor's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Franchisee may reasonably request to avoid, dispute, compromise or defend the Claim..

22.5 If a payment due from the Franchisee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Franchisor shall be entitled to receive from the Franchisee such amounts as shall ensure that the net receipt, after tax, to the Franchisor in respect of the payment is the same as it would have been were the payment not subject to tax.

22.6 Nothing in this clause shall restrict or limit the Franchisor's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

23. INDIVIDUAL'S GUARANTEE AND COVENANTS

23.1 In consideration of the Franchisor entering into this Agreement with the Franchisee, the Individual, as primary obligor, irrevocably and unconditionally as separate and independent obligations:

23.1.1 guarantees the full, prompt and complete performance by the Franchisee of each of its obligations under this Agreement;

23.1.2 guarantees the punctual payment of all sums payable by the Franchisee under this Agreement or in consequence of any breach of the provisions of this Agreement;

23.1.3 undertakes, immediately on demand, to perform or procure the performance of all the Franchisee's obligations referred to in clause 24.1.1 and clause 24.1.2; and

23.1.4 undertakes to pay to the Franchisor, immediately on demand and unconditionally, such sum to make good all losses, damage, costs and expenses arising out of the Franchisee's failure to perform such obligations, or pay such sums on the due date, or the Individual's failure to comply with the provisions of clause 24.1.1, clause 24.1.2 and clause 24.1.3.

23.2 Before making a demand under clause 24.1, it shall not be necessary for the Franchisor to have made a demand on, taken out proceedings against, or taken any action to enforce any security against the Franchisee or any other person.

23.3 The Individual's liability under this clause 24 shall not be reduced, discharged or adversely affected in any way, by:

23.3.1 any unenforceability, invalidity, irregularity, frustration or discharge by operation of law of any of the Franchisee's obligations under this Agreement; or

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23.3.2 any legal limitation, disability, incapacity or other circumstances relating to the Franchisee or any other person; or

23.3.3 the Franchisor compromising, varying, extending, dealing with, renewing, releasing, refusing or neglecting to perfect or enforce any right, remedy or security against the Franchisee or any other person in respect of this Agreement or any other document or security; or

23.3.4 anything which, but for this provision, might discharge, reduce or extinguish any of the Individual's liabilities under this clause 24.

23.4 The Individual's guarantee is a continuing guarantee and shall continue in effect until the Franchisee has paid and performed all sums and all obligations under this Agreement.

23.5 The Individual shall not, until all of the Franchisee's obligations under this Agreement have been finally performed and paid in full, exercise any right:

23.5.1 of subrogation and indemnity; or

23.5.2 to take the benefit of, share in or enforce any security or other guarantee or indemnity for any of the Franchisee's obligations; or

23.5.3 to prove in the liquidation of the Franchisee,

other than in accordance with the Franchisor's instructions.

23.6 If the Individual exercises any of the rights referred to in clause 24.5, he shall: 23.6.1 hold any amounts recovered on trust for the Franchisor; and

23.6.2 pay them to the Franchisor on demand.

23.7 During the Term, the Individual shall:

23.7.1 procure that the Franchisee performs all its obligations under this Agreement; 23.7.2 devote his full time attention and effort to the Franchisee's Business; 23.7.3 be a director of the Franchisee; and

23.7.4 hold, in his own name, more than 50% of the issued voting capital of the Franchisee.

23.8 The Individual may not assign or transfer any of his rights or obligations under this Agreement.

24. ENTIRE AGREEMENT

24.1 This Agreement, the Manual, and any document referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.

24.2 If there is an inconsistency between the terms of this Agreement and the Manual, or any document referred to in it, the terms of this Agreement shall prevail.

24.3 Each party warrants to the other parties that, in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

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24.4 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

24.5 Nothing in this clause 25 shall limit or exclude any liability for fraud. 25. FURTHER ASSURANCE

Each party shall (at its own expense) use all reasonable endeavours to procure that any necessary third party shall promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

26. DATA PROTECTION

26.1 The Franchisee agrees that it shall, in relation to personal data processed in connection with this Agreement (Franchise Data):

26.1.1 process the Franchise Data in accordance with the Data Protection Act 1998 (1998 Act) and any other applicable data protection legislation;

26.1.2 process the Franchise Data only so far as is necessary for the purpose of performing its obligations under this Agreement;

26.1.3 not disclose Franchise Data to or allow access to it other than by employees or third parties engaged by the Franchisee to perform the obligation imposed on the Franchisee by this Agreement, and ensure that such employees or third parties are subject to written contractual obligations concerning the Franchise Data which are no less onerous than those imposed on the Franchisee by this Agreement; and

26.1.4 use all reasonable efforts to assist the Franchisor to comply with such obligations as are imposed on the Franchisor by the 1998 Act. This includes the obligation to:

26.1.4.1 provide the Franchisor with reasonable assistance in complying with any subject access request served on the Franchisor under section 7 of the 1998 Act;

26.1.4.2 promptly inform the Franchisor about the receipt of any subject access request received by the Franchisee;

26.1.4.3 not disclose or release any Franchise Data in response to a subject access request without first consulting with and obtaining the consent of the Franchisor; and

26.1.4.4 inform any individual whose personal data may be processed under this Agreement (including prospective customers as well as those with whom the Franchisee enters into contracts) of such processing. This includes informing such individuals that, on the termination of this Agreement, personal data relating to them (including personal data contained in any customer list) shall be retained by or, as the case may be, transferred to the Franchisor. In addition, the Franchisee shall obtain any necessary consents for such processing under the 1998 Act. To ensure that the obligations of the Franchisor under the 1998 Act are complied with, the Franchisee agrees to allow the Franchisor to approve and, if the Franchisor deems necessary, amend any such notice.

26.2 Where the Franchisee acts as data processor on behalf of the Franchisor in relation to the Franchise Data, the Franchisee shall:

26.2.1 maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the Franchisor by the seventh data protection principle set out in the 1998 Act; and

Success With Systems Franchise Ltd. 22

26.2.2 only process Franchise Data for and on behalf of the Franchisor for the purpose of performing its obligations under, and in accordance with, this Agreement and only on written instructions from the Franchisor to ensure compliance with the 1998 Act.

26.3 The Franchisee agrees to provide the Franchisor with contact details of the Franchisee or at least one employee for the Franchisor to provide in relation to enquiries about the Franchisee and to display on the website of the Franchisor. The Franchisee agrees to ensure that, for this purpose, any notices and/or consents required for the Franchisor to comply with the 1998 Act shall be provided to or acquired from such employees by the Franchisee on behalf of the Franchisor.

26.4 The Franchisee shall indemnify the Franchisor against all claims and proceedings and all liability, loss, costs and expenses incurred by the Franchisor as a result of any claim made or brought by an individual or other legal person in respect of any loss, damage or distress caused to them as a result of the unauthorised processing of the Franchisee, unlawful processing, destruction of and/or damage to any Franchise Data processed by the Franchisee, its employees or agents.

26.5 In this clause data controller, data processor, personal data and processing shall have the same meanings as set out in the 1998 Act and shall be construed accordingly.

27. ASSIGNMENT

27.1 This Agreement is personal to the Franchisee and the Individual, who, subject to clause 17 may not, without the prior written consent of the Franchisor (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, mortgage, charge, declare a trust of, sub-contract, delegate or deal in any other manner with:

27.1.1 this Agreement or any of their rights and obligations under it (or any document referred to in it); and

27.1.2 the Business of the Franchisee,

or purport to do any of the same.

27.2 The Franchisor may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, mortgage, charge or deal in any other manner with the benefit of any or all of any other party's obligations or any benefit arising under this Agreement.

27.3 If there is an assignment pursuant to clause 28.2:

27.3.1 the Franchisee and the Individual may discharge their obligations under this Agreement to the Franchisor until they receive written notice of the assignment;

27.3.2 the assignee may enforce this Agreement as if it were a party to it, but the Franchisor shall remain liable for its obligations under this Agreement;

27.3.3 the liability of the Franchisee and the Individual to any assignee cannot be greater than their liability to the Franchisor;

27.3.4 notwithstanding clause 19, the Franchisor may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment; and

27.3.5 any disclosure pursuant to clause 28.3.4 shall only be made after notice of the identity of the proposed assignee has been given to the Franchisee and the Individual.

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27.4 Each party to this Agreement is acting on its own behalf and not for the benefit of another person.

28. THIRD PARTY RIGHTS

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

29. RIGHTS AND REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

30. ANNOUNCEMENTS

No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

31. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

32. FORCE MAJEURE

32.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

32.1.1 acts of God, flood, drought, earthquake or other natural disaster;

32.1.2 epidemic or pandemic;

32.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

32.1.4 nuclear, chemical or biological contamination or sonic boom;

32.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

32.1.6 collapse of buildings, fire, explosion or accident;

32.1.7 any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

32.1.8 non-performance by suppliers or subcontractors; and

32.1.9 interruption or failure of utility service,

and the corresponding obligations of the other party will be suspended to the same extent. Success With Systems Franchise Ltd. 24

32.2 Provided it has complied with clause 33.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

32.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

32.4 The Affected Party shall:

32.4.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than five days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

32.4.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

32.5 If the Force Majeure Event prevents, hinders or delays the performance of the obligations of the Affected Party for a continuous period of more than four weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving four weeks’ written notice to the Affected Party.

33. NO SET-OFF

All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. Neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

34. INTEREST

34.1 If any party fails to make any payment due to the other under this Agreement by the due date for payment, then, without limiting the other party's remedies under clause 20, the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

34.2 In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

35. SEVERANCE

35.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

35.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

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36. VARIATION

No variation of this Agreement or of any document referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

37. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

38. EXPERT DETERMINATION

38.1 Expert means a person appointed in accordance with this clause to resolve a matter under this Agreement.

38.2 The parties shall agree on the appointment of an independent Expert and shall agree with the Expert the terms of his appointment.

38.3 If the parties are unable to agree on an Expert or the terms of his appointment within seven days of either party serving details of a suggested expert on the other, either party shall then be entitled to request the Institute of Chartered Accountants in England and Wales appoint an Expert of repute with at least 5 years’ standing and with expertise in the subject matter and for the Institute of Chartered Accountants in England and Wales to agree with the Expert the terms of his appointment.

38.4 The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the parties within a maximum of three months of the matter being referred to the Expert.

38.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this clause then:

38.5.1 either party may apply to the Institute of Chartered Accountants in England and Wales to discharge the Expert and to appoint a replacement Expert with the required expertise; and

38.5.2 this clause shall apply to the new Expert as if he were the first Expert appointed.

38.6 All matters under this clause must be conducted, and the Expert's decision shall be written, in the English language.

38.7 The parties are entitled to make submissions to the Expert including oral submissions and will provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

38.8 To the extent not provided for by this clause, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination.

38.9 Each party shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel and/or things as the other party may reasonably require to make a submission under this clause.

38.10 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine matters under this Agreement which may include any issue involving the interpretation of any

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provision of this Agreement, his jurisdiction to determine the matters and issues referred to him and/or his terms of reference. The Expert's written decision on the matters referred to him shall be final and binding on the parties in the absence of manifest error or fraud.

38.11 The Expert may direct that any legal costs and expenses incurred by a party in respect of the determination shall be paid by another party to the determination on the general principle that costs should follow the event, except where it appears to the Expert that, in the circumstances, this is not appropriate in relation to the whole or part of such costs. The Expert's fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties in such other proportions as the Expert shall direct.

38.12 All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert.

38.13 Each party shall act reasonably and co-operate to give effect to the provisions of this clause and otherwise do nothing to hinder or prevent the Expert from reaching his determination.

39. COUNTERPARTS

39.1 This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

39.2 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by:

39.2.1 fax; or

39.2.2 email (in PDF, JPEG or other agreed format),

shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

40. NOTICES

40.1 For the purposes of this clause 41, but subject to clause 41.8, notice includes any other communication.

40.2 A notice given to a party under this Agreement:

40.2.1 shall be in writing and in English;

40.2.2 shall be sent to the relevant party for the attention of the contact and to the address or fax number specified in clause 41.3, or such other address, fax number or person as that party may notify to the other in accordance with the provisions of this clause 41;

40.2.3 shall be:

40.2.3.1 delivered by hand; or

40.2.3.2 sent by fax; or

40.2.3.3 sent by pre-paid first-class post or recorded delivery; or

Success With Systems Franchise Ltd. 27

40.2.3.4 sent by airmail or by reputable international overnight courier (if the notice is to be served by post outside the country from which it is sent); or

40.2.3.5 delivered by commercial courier; and

40.2.4 is deemed received as set out in clause 41.5.

40.3 The address for service of notice is franchise@postandpackinguk.com

40.4 A party may change its details for service of notices as specified in clause 41.2 by giving notice in writing to the other party, provided that the address for service is an address in the UK following any change. Any change notified pursuant to this clause shall take effect at 9.00 am on the later of:

40.4.1 the date (if any) specified in the notice as the effective date for the change; or 40.4.2 five Business Days after deemed receipt of the notice of change.

40.5 Delivery of a notice is deemed to have taken effect (provided that all other requirements in this clause have been satisfied):

40.5.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address; or

40.5.2 if sent by fax, at the time of transmission; or

40.5.3 if sent by pre-paid first class post, recorded delivery or special delivery to an address in the UK, at 9.00 am on the second Business Day after posting; or

40.5.4 if sent by pre-paid airmail to an address outside the country from which it is sent, at 9.00 am on the fifth Business Day after posting; or

40.5.5 if sent by reputable international overnight courier to an address outside the country from which it is sent, on signature of a delivery receipt or at the time the notice is left at the address.

40.6 To prove service, it is sufficient to prove that:

40.6.1 if delivered by hand or by reputable international overnight courier, the notice was delivered to the correct address; or

40.6.2 if sent by fax, the notice or other communication was transmitted by fax to the fax number of the party; or

40.6.3 if sent by post or by airmail, the envelope containing the notice or other communication was properly addressed, paid for and posted.

40.7 This clause 41 does not apply to the service of any proceedings or other documents in any legal action or proceedings or, where applicable, any arbitration or other method of dispute resolution.

40.8 A notice given under or in connection with this Agreement is not valid if sent by email. 41. ALTERNATIVE DISPUTE RESOLUTION

41.1 If any dispute arises in connection with this Agreement, the parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation,

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a party shall give notice in writing (ADR notice) to the other party to the dispute requesting mediation. A copy of the request should be sent to CEDR.

41.2 The mediation shall start not later than 14 days after the date of the ADR notice. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings.

42. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

43. JURISDICTION

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).