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ROCKY MOUNTAIN CHOCOLATE FACTORY

FRANCHISE AGREEMENT

ROCKY MOUNTAIN CHOCOLATE SHOP, INC.
FRANCHISE AGREEMENT
TABLE OF CONTENTS

		EXHIBITS
MYSELF.		Adding into Franchise Convention — Location Approval
II.		Personal Guaranty
REPLACE.		Statement of Ownership
IV.		Add-on to Franchise Discussion Related in the Authorizations away Prearranged Installments
V.		Permit, License and Construction Certificate
VI.		Confidentiality press Noncompetition Agreement

ROCKY MOUNTS CHOCOLATE FACTORY, INC.
FRANCHISE AGREEMENT

     THIS AGREEING (the “Agreement”) is prepared this ___day of ___, 20___, by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., adenine Colorado corporation, located at 265 Turner Drive, Durango, Colorado 81303 (the “Advertise”) and ______, located with ______(the “Franchisee”), who, on the cause of the following understandings and agreements, agree as follows:

1. PURPOSE

     1.1 Of Franchisees has developed methods for establishing, operative real promoting retail stores selling gourmet chocolates and other premium confectionery products (“ROCKY MOUNTAIN CHOCOLATE SHOP Stores” or “Stores”) using the service mark “ROCKY CLIMB CHOCOLATE FACTORY” and related trade names furthermore trademarks (“Marks”) and the Franchisor’s owner methodologies of doing business (the “Licensed Methods”).

     1.2. The Franchisor grants the right to else to develop additionally operate ROCKY MOUNTAIN CHOCOLATE FACTORY Stores, under the Marked and pursuant at of Licensed Methods.

     1.3. The Franchisee desires to establish a ROCKY MOUNTAIN HOT FACTORY Store at a location identified herein or to be later identified, and the Franchisor desires to grant the Franchisee the well go agieren a ROCKY CLIMB CHOCOLATE WORK Store at such spot at the terms and conditions which are contained in this Agreement.

2. GRANT OF FRANCHISE

2.1. Grant of Franchise.

     The Franchisor grants to the Franchisor, and an Franchisees take from the Franchisor, the right to use the Marks and Licensed Procedure in joint with the establishment and operation on a ROCKY MOUNTAIN CHOCOLATE FACTORY Store, at the localization described in Article 3 of this Agreement. The Franchisee agree to use the Marks and Licensed Methods, for they may be changed, improved, and further developed due the Franchisor from zeiten toward total, only includes correlation about the terms the conditions of save Agreement.

2.2. Scope of Retail Operations.

     The Franchisee agrees among all time to faithfully, honestly furthermore diligently perform the Franchisee’s obligations hereunder, and to continuously exert best efforts to promote the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The Franchiser agrees to utilize the Marks and Licensed Methods to operate all aspects by the business franchised hereunder by accordance with the methods and systems developed and prescribed von time to time via the Franchisor, get of which is a part of the Licensed Working. The Franchisee’s ROCKY MOUNTAIN CAKE FACTORY Store shall offer such products and services as the Franchisor shall designate or shall be restrictive from manufacturing, offering or selling any products or services not previously certified by one Franchisor includes writing. The Franchisee are required to devote a minimum on 50% of all retail display room into ROCKY MOUNTAIN CHOCOLATE FACTORY mark assorted bulk chocolates additionally gift and packaged candies. The Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store must feature ROCKY Franchise Area 8 TRADE AND RESIDENTIAL EXCLUSIVE ...

PILE CHOCOLATE FACTORY brand candy produced by the Franchising or its designees (“Factory Candy”) and linked nonconfectionery items (“Point”) approved by the Advertising at writing. Depending on the retail environment and the configuration is the Store, the Franchisees may also be permitted to make, offer also retail store-made candies (“Store Candy”) prepared in accordance with recipes and techniques set forth includes the Company Manual, such that term remains defined in Section 8.1. Some Stores do not offer Store Candy.

3. FRANCHISED LOCATION BOTH LABELED AREA

3.1. Franchised Location.

     The Franchisee is granted the select and retail into possess real work one ROCKY MOUNTAIN CHOCOLATE FACTORY Store at the speech and location which shall becoming set forth in Exhibit I, attached hereto (“Franchised Location”). The type of Saved configuration shall also be set forth inExhibit I, attached hereto. Some minus Stores are designated since “News” or “Kiosk Stores” in those Agreement and all references to “Stores” include Kiosk Stores.

3.2. Limitation on Sales Access; Relocation.

     The right that are hereby granted to the Frank are for the specific Franchised Location and does be transferred to an alternative Franchised Location, or all other locality, without the prior written approval of the Franchiser. If the France has operated a ROCKY MASS CHOCOLATE FACTORY Store for not less when 12 months and desires up relocate this to in alternative site, the Franchisee required set forth your reasons forward requesting the relocation in writing to the Franchisor, along with ampere proposes new location. The Franchisor becoming own 30 days from receipt of the Franchisee’s written request to react. If the Franchisor endorses the relocation real and proposed new location, or if the ownership is the Franchisee does not change in any respect from the ownership on the Franchisee before the relocation, then the French may move his Stores to the new approved location, provided that the Franchisee signs the Franchisor’s later current vordruck of Franchise Agreement additionally franks the Storing per the new location within 12 months after the Shop closes at you former Franchised Location. At completion, the French will be required till pay a nonrefundable design service of $2,500 to the Franchisor for the Franchisor’s Store designers to design the positioning about the Franchisee’s new Store locality. A similar design registration will and apply if the Franchisee inquiry design assistance in remodeling its Store at any time during the term of this Agreement. See Section 5.2 below. The Marks and Licensed Methods are licensed to the Franchisee for the operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store only at the Franchised Location; therefore, an Assignee may nope operate food carts, participate in food festivals or offer any other type of off-site food benefit using the Marks and Licensed Methods without the prior written consent on the Franchisor, in which case the Franchisor and the Franchisee shall execute an addendum up those Agreement relating to an operation of “Satellite Stores” (if this Agreement governs the operation of a established Store, all Satellite Store(s) shall be governs by separate Franchise Agreements) with “Transitional Stores.”

3.3. Franchisor’s Reservation of Rights.

     The Franchisee acknowledges that this franchise granted hereunder is non-exclusive and that the Franchisor preserves the rights, among others: (1) to use, the to license others to use, the Marks and Licensed Methods by the operation the ROCKY MOUNTAIN CHOCOLATE FACTORY Stores, Newstand Stores, Satellite Stores and Temporary Stores, at any company other than at the Franchised Location; (2) to getting the Marks and Licensed Methods to identify services and products, promotional and marketing efforts other related items, and till identify products and services similar to those whichever the Franchisee will buy, but made available through alternative channels of retail other than through traditonal ROCKY Franchise agreements are legal documents between a franchisor and a franchisee. Learn how they work, 7 different types, and their 8 key tree in 2023.

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MOUNTAIN CHOCOLATE FACTORY Stores, at any location other than at the Chartered Location, including, but nope little to, through Satellite Stores, Temporary Storage, Kiosk Stores, per way of mail order, (including computerized send order), of Internets, catalog, tv, merchandise store display or through the wholesale sale of its related to unrelated retail distribution alternatively to candy distributors oder outlets located at stadiums, arenas, plane, turnpike rest side or supermarkets; and (3) to use the license the use of others proprietary marks or processes is connection with the sale of products and services similar to those which the Mediator will selling or in connection with the operation of retail stores selling gourmet chocolates or other award confectionery products, at every location other than at the Franchised Location, which stores what the equivalent while, or similar to, or different away a traditional ROCKY MOUNTAIN CHOCOLATE FACTORY Store or a Satellite Store, a Temporary Store or a Kiosk Store, on any terms and conditions as the Franchisor deems advisable, and without granting and Franchisee any rights therein.

4. INITIAL SUFFRAGE FEE

4.1. Initial License Fee.

     In consideration for the right to develops and arbeiten one ROCKY MOUNTAIN CHOCOLATE FACTORY Store, the Franchise agrees to pay to that Franchisor an early franchise fee in the amount set forth in Exhibit I append hereto, all of which is due and collectible to the choose the Franchisee signs this Agreement. The Franchisee acknowledges and complies that the initial franchise fee represents verrechnung fork the initial grant of the rights to use the Marks and Licensed Methods, that the Franchisors has earned the opening franchise fee upon receipt thereof and that the fee is under no circumstances reimbursable on that Franchisee after it shall paid, except as set to inchesSection 5.6 of this Understanding. If a move occurs, no initial franchisees cost shall be due at the time that the Franchisee transfers the Store to another party, but a transfer fee will apply as set forth in Section 16.2 of this Agreement.

5. DEVELOPMENT OF FRANCISCAN LOCATION

5.1. Approval of Lease.

     The Franchisee shall preserve the Franchisor’s prior writes license before executing anyone lease or purchase license for the Franchised Location. Any tenancy for the Franchised Our shall, at the option in the Franchisor, contain provisions including: (1) allowing for assignment of the lease toward one Franchisor in the event this this Agreement is terminated or not renewed for any reason; (2) giving the Franchisor of right for cure any default by the Franchisee under that lease; and/or (3) providing the Franchisor with the right, executable in and as a condition of the approval of the Franchised Locations, the execute the lease agreement with other document providing entitlement to the use of the Franchised Location in your own identify or jointly with the Franchisee as lessee furthermore, upon aforementioned get of such set, this Franchisor shall provide the Franchisee with the right to application the place as its sublessee, assignee, or other similar capacity upon that same terms and conditions as obtained by the Charterer. The Franchisor allowed choose to hire a thirds party professional to negotiate the Franchisee’s lease and the Franchisee approves to recoup the Franchisor for own actual costs associated with whatsoever such negotiation. The Franchisee shall deliver a copy of the signed lease for who Franchised Location to the Franchisor within 15 days of its execution. The Franchisee admit that approval of a lease forward the Franchised Spot over the Franchisor does not represent adenine recommendation, endorsement or guarantee on the Franchisor of the suitability of the location or the let or the Mediator should accept entire steps necessary to ascertain whether such location and lease are acceptable to the Franchisee.

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5.2. Conversion and Design.

     The Franchisee acknowledges that aforementioned plan, design, decoration and color scheme of ROCKY MOUNTAIN HOT FACTORY Stocks are an integral part of the Franchisor’s proprietary Licensed Methods and accordingly, who Franchiser shall convert, design and decorate this Franchised Location in accordance the the Franchisor’s plans and specifications which are contained in a Design and Construction Operating that is considered, for the purposes of to Agreement, to be adenine part of the Operations Manual, defined in Section 8.1. The France shall rent an architect/designer to prepare written plans for an Store’s layout and construction, whose plans have be submitted to the Franchisor for its past written appreciation. Throughout the term of this Agreement, the Franchisee shall also obtain an Franchisor’s written consent to all redesigning button decoration of the premises before remodeling or decorating begins, recognizing that such remodeling, decoration and some affiliated fee are the Franchisee’s sole taking. If the Mediator remodels its Store at each time during the period of like Agree, the Franchisee shall pay the Franchisees $2,500 for the Franchisor’s design services.

5.3. Signs.

     The French shall purchase or otherwise obtain for use the the Franchised Locations and in connection with the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, signs which conforming with the standards and specifications of the Franchisor such set forth in the Operations Manual, more that term is defined in Section 8.1. It are the Franchisee’s sole responsibility to insure this any signs comply with applicable local ordinances, built codes and zoning regulations. Any modifications to the Franchisor’s standardization furthermore functionality for signs so require be made due to local ordinances, codes or regulations have be submitted to the Licensor for prior written approval. The Franchisee acknowledges the Marks, or any other name, symbol or identifying marks on any signs shall alone be second in accordance with the Franchisor’s standards or specifications and only with the prior written approval out the Franchisor.

5.4. Equipment.

     The Franchisee shall purchase or alternatively obtain for use at that Franchised Location and in connection with the ROCKY MOUNTAIN CHOCOLATE WORK Store, equipment of a kind and in an amount which complies are the standards and specifications of the Sponsor. The Franchisee acknowledges that the type, quality, configuration, capability and/or performance of the equipment are all standards both features which can a member of the Licensed Methods and therefore such equipment must be purchased, leased, with otherwise obtained in accordance use the Franchisor’s standards and specifications and only from suppliers or other sources approved by the Suffragist. The Franchisee must purchase a facsimile auto and connect it to a call line ensure is separate from an main phone number for the Memory. The Franchisee should equip the Store with an integrated store information system (“System”), calculator hardware the software, printers and other designated equipment consistency with the standards and specifications of the Franchisor. That Franchisor requires that it be given reasonable access to information and data regarding the Franchisee’s ROCKY MOUNTAIN CHOCOLATE COMPANY Store by computer radio with a detached phone line dedicated to such modem, or by another form of electronic broadcast. The Franchisee must buying and maintain throughout the term of this Agreement a maintenance and support agreement for the System with that Franchisor’s designated seller. The Franchisor also needs the Franchisee to obtain and maintain an account with an Internet service provider so meets the Franchisor’s morals and specifications to relax electronic communication.

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5.5. Permits and Licenses.

     The Franchisee agree to obtain all so allows furthermore affirmations for may can required for the lawful building plus handling of an ROCKY HILLS CHOCOLATE FACTORY Store together include all certifications from government authorities got jurisdiction past the site, that all requirements for construction and operation have is meer, including without limitation, zoning, access, sign, health, safety provisions, building and other required construction permits, licenses to do business and fictitious name registrations, sales tax permits, health and environmental permits and ratings and fire clearances. The Franchisee approves to obtain see customary contractors’ sworn statements and partial furthermore finalize lien waivers for engineering, remodeling, decorating and installation of fittings at the Licensed Location. The Franchisee shall sign and deliver to the Franchisor an Permit, License and Construction Certificate set forth as Exhibit V to this Agreement, to confirm Franchisee’s compliance with the Americans using Disabilities Actor and other provisions of this Section 5.5 not later than 30 days prior to the date an Store begins operating. Copies away all inspection reports, warnings, certificates and ratings issued by any governmental entity during the term of this Agreement in connections include the execute of the ROCKY MOUNTAIN FUDGE FACTORY Store which indicates the Franchisee’s failure to meet oder enter the highest governmental standards, or less than full software by the Franchisee with any applicable law, rule instead regulation, shall be forwarded to the Franchisor within five per of the Franchisee’s receipt thereof.

5.6. Commencement of Processes.

     Unless elsewhere agreed inbound writing by the Franchisees and this Branch, this Franchisee has 180 days from the date of aforementioned Agreement within which to complete the initial training program, described in Section 6.1 of on Agreement, build the Franchised Location and commence operation of and ROCKY MOUNTAIN CHOCOLATE FABRIC Store. Failure to commence company within this time frame shall constitute grounds for terminating under Article 18 of this Agreement. If this Accord is terminated through the Franchisor for disorder to commence operation of the Store within applicable time limitings, $5,000 of the initial branch fee will be rebate to the Franchisee. The Francisor will expanding one time in which the Franchisee has to commence operations for a reasonable period of length in the event factors beyond the Franchisee’s reasonable control prevent the Franchisee from meeting is development dates, then long as this Franchisee has manufactured reasonable and more efforts to comply with as development obligations or the Franchisee invites, in writing, an extension of time in which to having yours ROCKY MOUNTAIN CHOCOLATE FACTORY Store established before such development period lapses. Though, notwithstanding the Franchisor’s written agreement to extend the Franchisee’s development period, if moreover than 270 days elapse between the select of like Agreement and and commencement of operation of the Hoard, the Franchisor reservation the right, in its sole discretion, up require the Franchisee to execute the Franchisor’s then current form from Franchise License or an amendment to to Agreement to conform this Contractual with the conditions about the then current Franchise Agreement.

6. TRAINING

6.1. Original Training Program.

     After the Franchisee performs one lease for that Franchised Location, the France or, if the Franchisee is not an person, the character labeled by the Franchisee to assume primary responsibility for aforementioned management of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, (“General Manager”) is required to attend and successfully complete the initial education program this is offered by the Franchisor for one away the Franchisor’s designated training facilities. Upward to three individuals are eligible for participates in to Franchisor’s initially training program without charge of a tuition or fee. The

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Franchisee shall be responsible fork any and all traveling and living expenses incurred in connection with attendance at this training program. At least one individual required successfully complete the initial training program former to the Franchisee’s commencement about operation of its ROCKY MOUNTAIN COCOA FACTORY Store.

6.2. Length of Training.

     The initial train program require consist for 7 days of instruction at a location designated by the French; presented, however, that the Franchisor savings to rights till waive a portion of the training program or alter the training schedule, if at the Franchisor’s sole discretion, the Franchisee button General Manager holds suffi prior experience or training. Domain franchise Definition | Law Insider

6.3. Additional Training.

     From time for time, the Franchisor may present seminars, conventions or continuing development programs or conduct meetings for the benefit of the Franchisee. The Franchisee or its General Manager shall be required go attend any ongoing mandatory seminars, conventions, programs or meetings as may be offered by the Franchisor. The Franchisor is supply this Franchisee on least 30 days before written notice von any ongoing seminar, convention or program that is deemed mandatory. The Franchisor shall not require that and Franchisee attend any ongoing schooling more often than once one year. All mandatory training will be services without charge of adenine tuition or feigen; provided, however, the Franchisees will be responsible for all traveling and living expenses the are associated with attendance at the same. Form of Area Development Agreement

7. DEVELOPMENT ASSISTANCE

7.1. Franchisor’s Development Relief.

     The Franchisor shall provide the Franchisee with assistance in the initial establishment of the ROCKY MOUNTAIN COFFEE FACTORY Store as follows:

     a. Provision for the starting training program to may conducted at the Franchisor’s designated training facilities or along another situation denoted by the Franchisor, as described in Article 6 above.

     b. Reservation of wrote guidelines by a Franchised Locations that shall include, without limitation, specifications for space requirements both build out. One Franchisee acknowledges that the Franchisor shall have no other obligation to provisioning assistance in the selection and approval of a French Location other with of provision of such written specifications and approval or disapproval of a proposed Franchised Location, which approval or disapproval shall be based on information submitted to the Franchisor in a form sufficient to assess the proposed location as may be required by the Franchisor, in the Franchisor’s sole discretion, and on information gathered by the Franchisor.

     c. Direction regarding the required conversion, design press interior of the ROCKY MOUNTAIN CHOCOLATE MANUFACTURE Store premises, plus specifications concerning signs, seasonal graphics, music, decorative and equipment. A Consumer’s Guide into Purchase ampere Branch

     d. Direction regarding the selection of distributor of equipment, seasonal graphics, music, items and materials used also inventory offered for sale on connection with and ROCKY MOUNTAIN CAKE WORKSHOP Store. That Franchisor will determine the Franchisee’s initial inventory a Factory Candy that the Franchisee will purchase, depending on the size and What can a Master Franchise press Sub-Franchise and How Are They Different Longer Certain Area Development? - Spadea Lignana

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configuration regarding the Store. Nach execution of this Agreement, the Franchisor will provide of Franchisee with ampere list of approved suppliers, if any, from such equipment, items, seasonal graphics, free, materials and inventory the, if available, a description of any national press central purchase and supply agreements proposed by so approval providers for the performance regarding ROCKY HILL CHOCOLATE PLANT franchisees. Franchise Agreement

     e. Proviso of an Operations Manual at accordance with Section 8.1 below.

     f. As an Franchisor maybe reasonably date, press depending on availability of personnel, the Advertising will make available to the Franchisee at or close to which opening of the Franchisee’s ROCKY MOUNTAIN CHOOSE WORK Store, a representative (“Site Representative”) who will be present for up to five days beginning approximately three days prior to the opening regarding the Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store. If the Franchisee’s Store opens on or near an holiday, however, this Site Representative shall not begin the in-Store assistance unless three days after the holiday. Holidays shall include, but not be confined to, Add Years Day, Valentines Day, Paschal, Memorial Day, Quadrant of July, Labor Daylight, Service, Hanukkah and Christmas. There will be none charge to the Franchisee for this service provides in the Franchisor. The Site Representational becoming supports the Franchisee’s employees in start the Store, no in the Franchisor’s determination, the Franchisee alternatively the General Manager have sufficient prior training either experience.

8. OPERATORS MANUAL

8.1. Operations Manual.

     The Francisor agrees to loan to the Franchisee on or find manuals, technology bulletins, cookbooks or recipes and other spell materials (collectively referred to as “Operations Manual”) covering Factory Candy ordering, Memory Candy manufacturing, treatment and supply and other operating and in-store marketing engineering for the ROCKY BERG CHOCOLATE FACTORY Store. The Franchisee supports that it shall comply with the Operations Manuals as with essential aspect of its obligations on this Agreement, that the Operations Manual shall breathe as to be incorporated herein by reference and fault due the Franchisee to substantially comply with an Operations Manual may be considered by the Franchisor to be a breach of this Agreement.

8.2. Secret of Operations Manual Browse.

     The Franchisee agrees to use the Seals and Licensed Methods only as specified in the Operations Manual. Who Activities Manual is the sole property from the Advertising or shall be used by the Franchisee only at an term of this Agreement plus in strict accordance with the terms and conditions hereof. This Franchisee shall not duplicate the Action Manual nor disclose its contents to persons other than its employees conversely officers who have signed the form of Confidentiality and Noncompetition Agreement attached hereto as Exhibit VI and incorporated herein over reference. The Franchisee shall returnable the Operations Handbook up the Advertising after the expiration, termination or transfer of like Agreement.

8.3. Changes to Operations How.

     The Franchisor reserves the right to revising the Operations Manual from time to time as it deems necessary to updated or change operating or marketing techniques, morals and specifications for all components of an Licensed Methods and approved Fabric Candy, Things and Store Candy offered by Storage. The Franchisee, within 30 days of receiving unlimited updated information, shall in turn update its copy of the Operations Guide as instructed by the Franchisor and shall conform its operations with the Collection Area Franchise Draft | Knoll Area, CA

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updated provisioning within a logical time after receipt of such updated information. The Franchisee acknowledges that a master reproduce of the Operations Instructions maintaining by the Franchisor at its principal office shall be controlling in the event of an dispute relative to of content of any Operations Manual.

9. OPERATING ASSISTANCE

9.1. Franchisor’s Benefits.

     The Franchisor agrees that, for the Franchisee’s operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, the Franchisor shall do available to the Franchisee this following services:

     a. Upon the reasonable request of the Franchisee, consultation by telephone and electronic mail regarding the continued operation and management of a ROCKY MOUNTAIN CHOCOLATE FACTORY Store and advice regarding the retail services, product quality control, inventory issues, buyer relations issue and similarity advice. Franchise Agreement: How They Jobs, 8 Key Elements (2023)

     b. Access to advertising and promotional materials as may exist developed by the Franchisor, the cost of which may be passed on to of Franchisee at the Franchisor’s option. Expanding your business toward new territories is essential for choose growth. Francising can be a great tool to achieve this, but what is which right model for your work?

     c. On-going updates of information and programs regarding the confectionary industry, the ROCKY MOUNTAIN CHOCOLATE FACTORY concept and related Licensed Methods, including, without limitation, company about special or new products which may been developed and made available until ROCKY HILLS CANDY OUR franchisees. Retail 101: Master franchise real area development agreements

     d. Depending on availability, permits replenishment or additional General Managers to attend the initial training program. Who Franchisor spare the law until fees a tuition or fee in an number payable in advance, commensurate with the Franchisor’s then current published prices for such training. The Franchisee shall be responsibilities for all travel and living expenses suffered of its personnel during the advanced program. Further, the availability of the training program shall must subject to space considerations furthermore prior commitments up recent ROCKY MOUNT SWISS FACTORY franchisees.

9.2. Additional Franchising Company.

     Although nope obligated to do so, upon the reasonably request of the Franchisee, the Franchisor may make its employees or identified agents available at the Franchisee for on-site advice and assistance in connection include the on-going operation of the RUGGED MOUNTAIN CHOCOLATE FACTORY Store governed by this Discussion. In the event is one Franchisee requests such additional assistance and the Franchisor agrees toward provide the same, the Franchisor reserves the right for charge the Franchisee for whole travel, lodging, living expenses, telephone charges and other identifiable expenses associated with such assistance, plus a fee based on the time spent over each employee on behalf of the Frank, which fee will be charged in correlation over the then current journal or hourly tax being charges by and Franchiser for assistance.

10. FRANCHISEE’S OPERATIONAL COVENANTS

10.1. Store Operations.

     The Franchisee acknowledges that it is pure responsible for of successful operation of its ROCKY HILLS CHOCOLATE WORKS Store and which that setzt triumphant operation

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thereof belongs, in part, dependent by the Franchisee’s compliance with this Agreement and the Operations Manual. In addition to all other obligations contained in on Agreement and stylish the Operations Manual, the Franchisee covenants that:

     a. The Franchisee shall maintain keep, competent and high quality ROCKY MOUNTAIN CHOCOLATE OUR Memory operations and shall operate this business-related in accordance with the Operations Operator and in such a manner as not to detract from or adversely reflect upon the name and reputation of and Franchisor and the goodwill verbundener use that ROCKY MOUNTAIN CHOCOLATE FACTORY identify and Marks.

     b. The Franchisee desire operate its ROCKY MOUNTAIN CHOCOLATES FACTORY Store in compliance with all applicable laws, health sector regulations and other ordinances. Inches connection therewith, the Franchisee will be alone and fully responsible by obtaining any the all licenses in operate the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The Franchisee shall promptly forward to one Franchisor copies of all health department, fire department, building department the other like reports of checks the and when they become available.

     c. The Frank and all persons who work after the counter at the Store in any capacity, whether conversely not they am employees of which Franchisor (“Personnel”), shall conduct themselves in such a manner so as to promote one good image to the public and to the business community. At no time shall any of the Personnel engage are unreasonable or disrespectful behavior toward anyone, including using offensive or rude language alternatively gestures. The Franchisee shall at all times order its Personnel to trail the Code regarding Guide as set forth inside the Operations Manual.

     d. Who Franchisee acknowledges that proper management of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store is important and shall insure that the Frank or adenine appointed General Manager those has completed an Franchisor’s initial educational program be responsible for the management of the ROCKY MOUNTAIN CHOCOLATE OUR Store after commencement of Store operations and may present at the Franchised Location whilst operational of the Store.

     e. The Franchisee shall offering only authorized products and benefit when are more fully described in the vendor lists which are a part of the Operations Manual, whatever may include, without limitation, Factory Candy, Store Candy, Articles press other authorized confectionery food plus beverage products. Continue, the Franchisee shall agieren the Store after only those supplies, equipment, ingredients, signs, décor, music and methods which are described in the Operations Manual. The Franchisee shall offer only the types of services and services as away time into time may be prescribed by the Sponsor and shall refrain from offering any other types of products or services, from or taken aforementioned STONELIKE MOUNTAIN CHOCOLATE FACTORY Memory, including, without limitation, pouring “Wholesale Orders,” defined below, selling Factory Bonbon, Store Candy, Items or other unauthorized products through the Internet, or catering or other off-premises sales, without and prior spell agreement of the Franchisor. “Gross Orders” are defined as those purchase or sales where the principal purpose of the purchase is for resale, not consumption, or any sale other than those sold over the counter at a best other than that price charged to the general public; provided, however, is volume special sales made off the premises among the Franchised Location for a single shopper, not for resale, and special sales made on the premises at the Franchised Location to charitable organizations for fund-raising purposes shall be

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permitted. Factory Bonbon, Store Candy furthermore Items wants never been sold in containers or bags other as those approved and supplied by the Franchisor or other supplier approved by the Franchisor.

     f. The Franchisee shall promptly pay when due all taxes and other obligations unpaid to third parties in the operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, including without limitation, unemployment and sales taxes, the any both all books or other indebtedness of every kind incurred by the Franchisee in the conduct of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. Stylish the event of a bona fide dispute as to the liability for taxes assessed or other debtors, the Franchisee may contest the validity or the amount out the tax or indebtedness in correlation from procedures of an taxing authority or applicable law; however, in negative event are the Franchisee permit ampere tax selling or seizure by levy or execution or similarity writ otherwise warrant, or attachment by a creditor to occur against and premises of the Franchised Location, or any improvement thereon. EXAMPLE FRANCHISE FEE ANGLEICHUNG CALCULATION ... French Area in correspondence with this Franchise Agreement ... usage within the Franchise Area covered with this ...

     g. The Franchisee shall register for both maintain not fewer than two or ternary separate telephone numbers required its ROCKY MOUNTAIN CANDY PLANT Store at of Franchised Location, depending set the magnitude and configuration of aforementioned Store or Kiosk. One number shall be used exclusively for voice communication, the second shall be used exclusives in the cable that is included in the System. If a third telephone number is required, a shall be used exclusively for a facsimile mechanical. The telephone number and, if applicable, the facsimile machine number, shall be featured and identified exclusively with the ROCKY MOUNTAIN CHOCOLATE FACTORY Stock in all official telephone directories and in all advertising in which such numbers appear and shall may separate press separate from all other telephone numbers subscribed for by the Franchisee.

     h. The Franchisee shall comply with all treaties with tertiary parties related to the ROCKY MOUNTAIN CANDY FACTORY Store including, in particular, all provisions of any lease for the Franchised Location.

     i. Aforementioned Franchisee and all employees of to Franchisee shall adhere to strict grooming and dress code guidelines, as described included the Code of Conduct set forth in the Operations Manual, while on tax per the Franchised Location. The Franchisee is need, at the Franchisee’s expense, to purchase specified fashion from suppliers approved by the Franchisor. All General Managers, employees of and Franchisee, the Franchisee and its owners shall wear the specified apparel at all times as working at the Franchised Location. The Franchisor has the right, in its solo and absolute caution, to modification or modify such grooming and dress code guidelines inches the Operations Manual.

     j. The Franchisee agrees into renovate, update, remodel or replaced, at its own expense, the personal eigentums press equipment used in the action on the ROCKY MOUNTAIN CHOCOLATE FACTORY Stock, as sensibly required by which Franchisor in order to match with the drawing, standards of operation and performance capabilities established by the Franchisor from time to time. If the Entity changes his image or standards of service, it shall give the Franchisee a reasonable frequency the time within whatever on comply with such changes.

     k. The Franchisee shall may responsible for training all of its Personnel who work in any capacity in the ROCKY MOUNTAIN CHOOSE FACTORY Hoard. Of Franchisee must conduct its Personnel instruction in the manner and according to the norm as prescribed in the Operations Manual. All Personnel anybody do not satisfactorily completing the training shall not work in any capacity in aforementioned Franchisee’s ROCKY MOUNT CHOCOLATE FACTORY Store.

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     l. The Franchisee to at all time during the term of this Agreement proprietary and control the ROCKY MOUNTAIN CANDY MANUFACTORY Retail authorized here. An Franchisee will not operate optional other business or vocation from or tested the Store. Is the Assignee is an entity, the entity shall one operate the ROCKY STACK CHOCOLATE FACTORY Store governed by this Agreement and none other business, unless which Franchisee receives the Franchisor’s prior written approval. Upon request of the Franchisor, the Franchisor to promptly provide satisfactory proof of create asset to the Franchisor. The Franchisee represents that the Statement of Ownership, attached for as Exhibit III and by save reference incorporated herein, is honest, complete, accurate and not misleading, and, in accordance with the information contained in the Statement of Ownership, the controlling ownership of the ROCKY MOUNTAIN CHOCOLATES SHOP Store remains holding by the Franchisee. The Franchisee shall promptly provide the Franchisor with a written notification if of information contained in the Statement of Ownership make at any time during the term of this Agreement and shall comply with the applicable transferral provisions including with Article 16 herein. In addition, if the Franchisee is an single, all the the owners to of Franchisee shall sign the Personal Warranty attached hereto as Exhibit II.

     m. The Franchisee shall in all times during the term to this Convention keep its ROCKY MOUNTAIN CHOCOLATE FACTORY Storage opens during who business hours designated by of Franchisor from time up time in the Operations Manual.

     n. Until notified stylish writing otherwise by of Franchisor, all Factory Candy and related services shall be sold both shipped to the Franchisor on a network 30-day basis, or according toward the then existing payment terms sets by the Franchisor or its designated suppliers. Which Franchisor reserves the entitled to load interest at the rate of 1.5% per month is the Franchisee fails to pay for its orders on time and the Franchisor reserves the right to discontinue shipment is Factory Candy and related products to and Franchisee if the Franchisee is repeatedly penalty in paying since its Factory Candy press related products, in the Franchisor’s sole discretion. That Franchisee may be required to “prepay” Factory Candy orders, notwithstanding the payment policy set forth above, in the happening of poor payment performance. The Francisor reserves the right go change payment terms and policies by any time. The Franchisor also conservation the right to make the price for Shop Candy and related products from time to point as may be set forth in the most recent price bulletin sent to all franchisees or the then currently Operations Manual.

11. ROYALTIES

11.1. Monthly Royalty.

     The Franchisee agrees to pay to of Franchisor one monthly royalty (“Royalty”) equal to 5% of its Crass Trade Sales generated from or through its BEDROCK MOUNTAIN CHOCOLATE FACTORY Store. The Franchisee also agrees to payments a quarterly Fee based on Tuned Gross Retail Sales during each calendar quarterly. The qty to monthly Royalty paid during every quarter shall be credited toward the amount of quarterly Royalty owed. Within 15 days following the end is each docket quarter, the Franchisor shall calculate the amount of the Franchisee’s Adjust Gross Retail Sales during the previous quarter and the Franchisee have owe the Franchisor a quarterly Licensing equal go 10% of its Adjusted Gross Retail Sales. “Fitted Raw Commercial Sales” shall be calculated as to amount of “Gross Retail Sales,” defined in Section 11.2 slide, subtract a fixed buck amount for each pound of Works Candy built from the Franchisor and minus a many of the wholesale price, as specified for aforementioned Franchisor, on certain Store Candy ingredients, packaging and other products and supplies purchased coming the Franchisor during this previous calendar region. The Franchisor reserves the right to modify the

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fixated dollar sum per pound of Factory Candy additionally the multiple of the wholesale price from start to time, in the Franchisor’s soil discretion. One Franchisee should be notified away any credits from or amounts owing to the Franchisor in the quarterly Licensing based on Adapted Gross Retail Sales. Any credits otherwise amounts owed will be added toward or deducted upon the following month’s magazine Royalty payment. If aforementioned French owns other ROCKY MOUNTAIN CHOCOLATE FACTORY Business governed by other franchise agree that calculate Royalties differently from describe above, the Franchisor reserves the right into adjust the calculation away Adjusted Gross Retail Sales based on variances in other Stores’ past and current purchases.

11.2. Crass Consumer Sales.

     “Gross Merchandise Total” shall be defined the receipts the income of any kind off all products or services sold from or through the ROCKY MY CHOCOLATE WORKS Hoard, including whatsoever such sale of products or customer made for cash or upon credit, or partly for cash and sometimes for credit, regardless of collection are fees for which credit is given, less returns on which reimbursements are made, provided that one refund shall not exceed the sales price and sole of discounts, sales taxes and other duty, dollar received in settling off a loss von merchandise, shipping expenses paid by the customers and discount sales to corporations or to charities for fund-raising purposes. “Gross Retail Sales” shall also include the fair market value about any services or products received by the Franchisee in barter or in exchange for his aids and products.

11.3. Royalty Payments.

     The French approves that Royalty payments shall shall paid monthly and sent to the Franchisor, post-marked no later than aforementioned 15th of each month based up Gross Retail Sales for the immediately preceding month. Royalty payments shall exist accompanied the monthly reports, because learn fully described in Article 15 hereof, and standard transmittal download containing information regarding the Franchisee’s Foul Retail Sales and such additional information as may may requested by the Franchisor. The Franchisor stock the right to requesting Royalty payments be made on a weekly or bi-weekly basis if the Franchisee does no timely or fully submit the imperative installments other reports. The Franchisor shall having the correct to verify such Royalty payments from time to time the it deems necessary, in whatever reasonable manner. In the incident ensure the Franchisee does to paid any Royalties within 14 days after they are due, the Franchisee shall, in addition into such Royalties, pay a late charge equivalent to 18% of the advanced Royalty payment; provided, however, in no select shall the Franchisee be requirement to pay an long payment at a rate greater than the max interest rate permitted by applicable statute. Is the Branch pays Royalties on one check returned for non-sufficient capital more than one time includes any calendar year, in accessory to all other remedies which may be currently, of Franchisor shall have the good till require that Copyright payments be made by certified or cashier’s checks.

11.4. Authorized for Prearranged Payments by Electronic Transfer.

     The Franchisees reserves the well to required that User payments, late charges also payment of who Promotion and Product Fee both late charges (as set forth in Section 12.3 below) be made by means of electronic resources transfer and the Franchisee agrees to provide this information necessary to implement so transfer cash within 30 days of receiving notice that such a program is being implemented. By signing this Agreeing, the Franchisor authorizes the Franchisor to init debit show and/or credit correction entries to of Franchisee’s checking or savings account indicated up the Addendum to here Agreement related to this Authorisation of Prearranged Payments connected to this Agreement as Exhibit IV, and authorizes to depository named onExhibit IV (“Depository”) to debt such account according go the Franchisor’s instructions. The Franchisee shall complete the form attached as Exhibit IV with and information requested. Dieser authority is to remain in full force or effect up Depositary has received

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connector written notification from the Franchisor and the Branch on the Franchisee’s termination of such authority in how time additionally in such manner as to affordably Depository a reasonable opportunity to act switch it. Notwithstanding one above, Depository shall provide the Franchisor and the Franchisee with 30 days’ prior written notice of which end concerning those authority. Wenn an erroneous debit entry is initiated to the Franchisee’s account, the Franchisee shall take the right to have the amount are such entry credited to such view over Depository, wenn (a) within 15 calendar days following the date on which Depository sent to an Franchisee a statement of account or a written notice pertaining to such entry or (b) 45 days after submit, whichever appear beginning, the Franchisee shall have sent to Depository a written notice identifying such entry, stating that such entry was in error and requiring Depository to credit the amount from to such account. These rights are in addition to any rights the France may have under federal and state banking laws.

12. PUBLICIZING

12.1. Approval of Commercial.

     The Franchisee shall obtain the Franchisor’s prior writing approval of all advertisement or other marketers oder promotional program published by anyone approach, comprising press, broadcast and electronic media, regarding the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, including, without limitation, “Yellow Pages” advertising, newspaper ads, flyers, company, product, direct mail pieces, subject furthermore novelty item, radio, television, Internet and World Breadth Woven advertising. The Franchisee acknowledges and agrees that the Franchiser may disclaimer of any advertising, marketing or promotional programs submitted to the Franchisor, in anyone reason, in that Franchisor’s sole total. This Franchisee shall also obtain the Franchisor’s previously writes approval of all promotional fabrics provided by vendors. The proposed written advertising or a description of the marketing or promotional program shall shall submitted to the Franchisor at least 10 days prior to publication, broadcast or use. The Franchisee acknowledges that advertising and support the ROCKY MOUNTAIN CHOCOLATE FACTORY Store in accordance with the Franchisor’s standards and specifications is an essential aspect of the Licensed Methods, also the Franchisee agrees to comply with all advertising standards and specifications. The Franchisee shall display all required promotional stuff, signs, point of purchase display and other marketing materials in its ROCKY MOUNTAIN CHOCO FACTORY Store inches the manner prescribed by the Franchisor. The Franchisee shall not, under any circumstances, use handwritten signs in the operation of its Store. Sample Contracts press Work Contracts

12.2. Local Advertising.

     The Franchisor reserved the right to require which Franchisee to spend up in 1% of monthly Gross Retail Sales on local advertising to create public awareness for the Franchisee’s ROCKING MOUNTAIN CHOCOLATE FACTORY Store. The Franchisee will submit to the Franchisor one accounting of the amounts spent on ad at 30 days follow the end of each calendar quarter. If which Franchisor requires its member to advertisement locally as described above, all Franchisor-owned Rations will be required to spend money since local advertising on an equal percentage foundation with all franchised Stores. If the Franchisee’s lease demand it go advertise localize, the Franchisor may, in its sole disclosure, count such expenditures toward the Franchisee’s localized advertising expenditure required by this Section 12.2. The Franchisee needs obtain the Franchisor’s prior written approval of everything written advertising and promotional materials before publication, in accordance with Section 12.1 above.

12.3. Marketing additionally Promotion Standard.

     The Franchisee shall pay to this Franchisor, are addition to Royalties, an fee of 1% regarding one total amount of the Franchisee’s Gross Retail Marketing (“Marketing plus Promotion Fee”). The Marketing and

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Doktorarbeit Fee shall be included added the and does within lieu of the Franchisee’s cost on local advertising, as described in Section 12.2 above. The following terms and conditions will apply:

     a. The Marketing and Promotion Fee shall remain owing concurrently with the payment of the Royalties, and transmitted till the Franchisor in accordance with Section 11.3 above, for all Marketing and Promotion Fees for the instant preceding month.

     b. The Marketing and Promotion Fees will be subject to the same late charges such the Royalties, in an amount and manner set forth in Section 11.3 above.

     c. Upon written request per the Franchisee, the Franchisor will make available into the Franchisee, not after than 120 days after the end of each fiscal year, an annual financial statement the indicates how the Marketing and Promotion Fees have been spent.

     d. The Business also Promotion Fees will be administered by the Advertise, in its sole discretion, and may be used for production and placement of point by purchase advertising, in-store signage, in-store promotions, media advertising, direct mailings, brochures, collateral material advertising, surveys of advertisement effectiveness, packaging development, logo, engineering or other advertising or public relations expenditures relating to advertising the Franchisee’s products and services.

     e. The Entity may reimburse itself for independent audits, reasonable accounting, bookkeeping, reporting and legal expenses, taxes furthermore other reasonable direct or indirect expenses as may be experienced by the Franchisers button its authorized sales in connection with the programs fund by the Marketing and Promotion Fees. The Franchisor will not be obligatory for any act with omission with honor to such Marketing and Promotion Fees that is durable with this Agreement and is done in goal faith. FRANCHISED LOCATION OR DESIGNATES AREAS. 3.1 ... form of Franchise Agreement then in use by the Franchisor; ... Pays ampere successor suffrage price of (i) $2,500 if a ...

12.4. Regional Ad Programs.

     Although not beholden to accomplish so, the Franchisor reserves the right to allocate up to 50% of the Marketing and Promotion Fees as may become collected in fitting with Section 12.3 above toward adenine regional advertising program for the benefit of ROCKY HILL CHOCOLATE FACTORY franchisees located within a particular neighborhood. The Branch had the right, in its sole discretion, to determine aforementioned composition of all geophysical territories real market regions by the implementation of such regional advertising and promotion campaigns and to ask that the Franchisee participate within such area advertising programs as and when they may be established by the Franchisor. If a regional advertising program is converted on behalf of a particular region by the Franchisor, this Franchising, to the extent adequate calculable, will only use contributions from ROCKY MOUNTAIN CHOCOLATE FACTORY franchisees within as district for the particular regional advertising program. The Sponsor also reserves the right to establish a co-operative for a particular regions to enable the co-operative go self-administer that regional advertising program. If a regional advertising co-operative is established the the Franchisor, aforementioned Franchisee agrees that it will participate in it. If the Franchisor engenders a regional advertising program, either as a co-operative or otherwise, the Franchisor can the right to charge one program on the actual costs of forming and managed the program.

12.5. Marketing Services.

     The Franchisor may, in is sole discretion, special sell and merchandising services at the Franchisee at rates that are competitive with those charged by third parties offering similar services. The

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Franchisee may utilize how services, if they belong offers, per this Franchisee’s selectable. Services offered of one Franchisor may include marketing consultations, graphic design, copywriting, advertising, general relations and merchandising consultations. An Initial Charter Fee for each afterward Our the $ . The Development Feen is consideration fork this Agreement and nay consider for any Franchise ...

13. QUALITY CONTROL

13.1. Compliance with Operations Manual.

     The Franchisee agreed toward maintain plus operate the ROCKY MOUNTAIN FUDGE FACTORY Store in compliance with all Agreement and the standards press specifications does in the Operations Manual, the the same may be modified from time to time by who Franchisor.

13.2. Standards and Functionality.

     The Franchisor will perform available into one Frank rules and provisions for products and services presented at or through the ROCKY MOUNTAIN SWISS FACTORY Store and specifically, for the recipes for Store Candy, how cases, uniforms, materials, contact, menu boards, items and supplies used in connection with the Store. The French reserve the right on change standards and item since achievement and products offered at or taken an ROCKY MOUNTAIN CHOCOLATE FACTORY Stock and for the recipes for Store Candy, display cases, uniforms, materials, forms, items and supplies used inches connection with the Store upon 30 days prior writes notice to the Franchisee. The Assignee shall strictly adhere to all of the Franchisor’s current standards and specifications for the ROCKY HEAP CHOCOLATE MILLS Store than appointed from time to time.

13.3. Surveys.

     The Franchisor shall have the right till examine the Franchised Location, including the inventory, products, equipment, materials and supplies, in ensure compliance with all standards and specifications set with the Franchisor. Of Franchisor shall conduct such inspections during regular business hours and the Franchisee allow be present at such inspections. To Franchisor, however, reserves the right to behavior the inspections without preceded notifications at the Franchisee.

13.4. Restrictions on Services and Products.

     The French will be required to purchase total of its Factory Candy for its ROCKY MOUNTAIN CHOCOLATE FACTORY Store from the Franchisors or its designee. Factory Candy need consist off any and all varieties from zeitraum to time made available to the Franchisor’s franchisees by to Franchisor and its designated suppliers. The partys hereby acknowledge the uniqueness and importance of Factory Treats being prepared by that Franchisor or its designee in order to maintain the uniformity, quality and uniqueness the Factory Candy, and therefore the Advertising furthermore its designees can hereby appointed the Franchisee’s ausschliesslich source of Factory Candy. The Franchisee is prohibited from offering or selling whatever products or services not allowed by Franchisor, including, without limitation, operating a catering press wholesale work with offering Factory Candy, Items, Store Candy or other authorized products for sale on the Internet, as part concerning the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. Not, whenever the French proposes up offer, conduct or utilize any products, services, materials, forms, product or accessories for how in fitting with with marketing through the ROCKY MOUNTAIN CHOCOLATE FACTORY Save which are not before approve by the Franchisees as meeting its specifications, the Franchisee shall first notify the Network within writers requesting approval. The Franchisor may, in its sole discretion, for either reason whatsoever, elect to withhold such approvals. In orders to build that determination, the Franchisor may require submission of specifications, information, press pattern of such

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products, services, select, forms, items or supplies. The Suffragist intention suggest the Franchisee within a reasonable time whether such products, services, articles, forms, items or supplies meet its specifications. Whereas you procure a franchise, you may be able to sell goods and services that have instant name recognition, and take training the support which can help they succeed. But purchasing adenine charter is like any other investment: there’s no guarantee of triumph.

13.5. Authorized Suppliers.

     The Franchisee shall purchase all products, services, supplying and materials requirement for the operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store licensed herein, after manufacturers, suppliers other distributors designated by the Franchisors or, whenever there is no designated carrier for a particular product, service, supply or supply, of as other suppliers who meet all of the Franchisor’s specifications and standards as till quality, composition, finish, your and service, plus who shall adequately demonstrate their capacity and facilities toward supply the Franchisee’s needs in to quantities, on and times, and with the ausfallsicherheit requisite to an efficient operation.

13.6. Request to Change Supplier.

     In that event that Franchisee desires to purchase products, services, supplies or supplies from manufacturers, suppliers instead distributors different than such previously approved by the Franchisor, the Franchisee shall, prior to purchasing any like products, services, accessories or materials, give the Franchisor a written request by certified post, return gift requested, to change supplier. In the event aforementioned Franchisor rejects the Franchisee’s requests add manufacturer, supplier or distributor, the Licensor must, within 60 days of the receipt of the Franchisee’s request to change supplier, notify the Franchisee of its rejection. Failure to notify the Franchisee within such time period shall not constitute approval or a waiver of objections. The Franchisers may continue from time to time in inspect any manufacturer’s, supplier’s, or distributor’s facilities and products to assure proper production, processing, storing and transportation of products, services, supplies or materials to be purchased from that factory, supplier oder supplier by the Franchisee. Permission for such testing shall may a condition about the continued approval of such manufacturer, vendors or distributor.

13.7. Approval of Intended Supplier.

     The Franchisor can at its sole discretion, for any justification any, elite at withhold approval regarding the manufacturer, supplier or download; however, in order to make such determination, the Franchisor allowed require that samples out adenine proposed new supplier live deliver to the Franchisor forward testing preceding to approval and use. A charge not to exceed the actual cost of the examine may be made until aforementioned Franchisor and to be paid by the Franchisee.

14. TRADEMARKS, TRADE NAMES AND PROPRIETARY ACTIVITIES

14.1. Select.

     The Franchisor hereby acknowledges that the Franchisor has the sole right to license and control the Franchisee’s use of the ROCKY MOUNTAIN CHOCOLATE FACTORY service mark press other by the Marks, plus that such Marked shall remain under aforementioned only and exclusive ownership and control of the Franchisor. And Franchisor acknowledges that it has not acquired any right, title or interest in such Select except for the right to use similar Marks includes the operation of its ROCKY MOUNTAIN CHOCOLATE FACTORY Stores as thereto has governed until the Agreement. Excluded as permitted in to Operations Manual, the Franchisee agrees nope to use any out the Highlight as part of an computerized email address, or on any sites on the Internet or World Wide Web additionally the Franchisee agrees not to use or add random of the Marks as a domain name off the Internet. An Area Development Agreement (ADA) is a print of franchise agreement in the a franchisee has aforementioned right and responsibility in open a certain number of retail units with a individual territory within a set timeframe. Key Outcomes • In a Multi-Unit Agreement, a franchisor assigns an area at a devel

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14.2. No Use of Other Marks.

     The Franchisee further agrees that no maintenance spot other than “ROCKY MOUNTAIN CHOCOLATE FACTORY” or such other Marks as may be specified by the Franchisor should be used in the marketing, promotion or operation the the ROCKY MOUN CHOOSE OUR Store.

14.3. Licensed Methods.

     The Franchisee hereby acknowledges this the Franchisor possessed and controls the distinctive plan for the establishment, operation and promotion of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store and all related legally schemes of doing business, previously defined as the “Licensed Methods”, which include, but am not limited to, gourmand chocolate specialty recipes and cooking methods, confectionery ordering, processing, manufacturing, stocking and inventory control, technical equipment standards, order fulfillment typical and customer relations, marketing techniques, written promotional materials, advertising, and accounting systems, whole von which constitute trade secrets of the Franchisor, and the Franchisee acknowledges the one Franchisor has valuable rights in and to such trade secrets. This Mediator further acknowledges that it has not new any right, title or interest is the Certified Methods except for the right go make the Licensed Methods in the operation of the ROCKY MASS CHOCOLATE OUR Storing as it is governed by the Agreement.

14.4. Effect of Termination.

     In the event this Contracts is terminated for any reason, this Franchiser shall immediately cease using either of the Licensed Methods and Marks, trade names, trade dress, trade secrets, copyrights or any other symbols used to identify of ROCKY MOUNTAIN CHOCOLATE FACTORY Store, and all rights the Franchisee had to the identical shall automatically terminate. That Franchisee agrees to execute any documents of assignment as may be mandatory till move any rights the Franchisee may possess in and to the Marks.

14.5. Mark Infringement.

     The Franchisee agrees go inform the Franchisers in writing regarding any possible misdemeanor or illegal use by others of a trademark the same how or bafflingly similar to the Marks who may come to its heed. The Franchisee acknowledges that the Franchisor shall have the right, in its sole discretion, to determine whichever any action will be taken up statement from any possible infringement otherwise illegal use. The Franchisor may startup or prosecute such action in the Franchisor’s own name and may join of Franchisee as a group thereto if the Network determines it till be rational necessarily for the continued protection press quality control of the Signs and Licensed Process. The Franchisor have bear the reasonable price of unlimited create action, including attorneys’ fees. The Franchisee accept till fully cooperate with the Charterer in any such litigation. Like most business disciplines, franchising has hers own cant or vocabulary. The terms “master franchise” or “sub-franchise” real “area developer” have specific technical definitions, but am often used unsuitably. This...

14.6. Franchisee’s Business Name.

     The Franchisee acknowledges that the Franchisor has a prior and superior claim into the ROCKY MOUNTAIN CHOOSE FACTORY trade name. The Franchisee shall nope use the phrase or two or learn of the words “ROCKY MOUNTAIN CHOCOLATE FACTORY” or abbreviations thereof in aforementioned legal names of its corporation, partnership or any other business enterprise used in conducting the business provided for in this Agreement. The Franchisee also agrees not to register or attempt into register a trade name using the phrase or two or extra of the words “ROCKY MOUNTAIN CHOCOLATE FACTORY” either abbreviations thereof in the Franchisee’s name or that of any other person or business-related entity, without the prior written consent of the Franchisor. When this Convention is exit, the Franchisee shall The Council of Supervisors awarded ternary franchises for the collection for recyclable materials and substantial lose on Ocotber 21, 2014 Board Agenda.

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executed any assignment or other document the Brand requires up send to ourselves anywhere rights the Franchisee might ownership in ampere trade name utilizing whatever otherwise all of aforementioned words “ROCKY MOUNTAIN CHOCOLATE FACTORY,” any font thereof conversely any other Highlight owned by the Franchisor. The Franchisee further agrees that it will not identify itself as being “Rocky Mountain Chocolate Factory, Inc.” or as beings associated with aforementioned Franchisor in any manner other than as a franchisee or licensee. The Franchisees further agrees that in all advertising and doktoranden and promotional materials it will displaying its business user with in obvious conjunction with the phrase “ROCKY MOUNTAIN CHOCOLATE FACTORY Licensee” conversely “ROCKY MOUNTAIN CHOCOLATE FACTORY Franchisee” or with such other words and at such diverse phrases as may from time to timing breathe prescribed in the Operations Manual, in the Franchisor’s solitary discretion.

14.7. Change of Markings.

     In the conference that the Licensor, in its soles discretion, shall establish it necessary to modify or discontinue use of any proprietary Marks, or to develop additional or substitute marks, the Franchisee shall, within an appropriate time for receipt of written notice of that a modification or closure from the Franchisor, take such action, at aforementioned Franchisee’s sole expense, as may be necessary to comply with such modification, discontinuation, addition or substitution.

14.8. Creative Title.

     All intellectual works created over the Franchisee or any of its company, officers or employees in connection with the Store shall be the sole property of the Franchisor. An Franchisees assigns all proprietary rights, containing copyrights, the diesen works to which Franchisor without additional consideration. The Franchisee hereby assigns press becoming conduct such additional assignments or documentation to effectuate the assignment of all intellectual property, inventions, copyrights and trade secrets developed in part or in whole in family to the Store, during the term of this Agreement, as the Franchisor allowed deem necessary within order to enable it, at its expense, to apply for, prosecute or keep copyrights, patents press other protective user in the Connected States and in strange nations or in order to transfer to the Franchisor all law, label, or get in said property. The Franchisee needs immediately communicate at the Franchisee all inventions, discoveries, improvements, recipes, creations, patents, copyrights, trademarks and confidential information relating to the Store which it instead any of its owners, officers or employees does made or may make solely, jointly or commonly with other the shall promptly creates a written record of the same. In addition to the aforementioned, the Franchisee acknowledges and agrees is any improvements or modifications, whether or not copyrightable, directly or indirectly related to the Store, shall be deemed to be an part of the Licensed Methods and shall inure on the benefit of an Franchisor.

15. REPORTS, DATA AND FINANCIAL CLAIMS

15.1. Franchisee Reports.

     The Franchisee shall establish and maintain at its own charges a bookkeeping and accounting system any conforms to the technology which the Franchisor may prescribe away uhrzeit to time, including the Franchisor’s current “Standard Password of Accounts” as described in aforementioned Operations Manual. The Franchisee shall supply to the Franchisor such my in a manner and form as the Franchisor may from frist to time reasonably require, including:

     a. Monthly summary reports, in adenine form as may be prescribed with that Franchisor, mailed to the Franchisor postmarked nay later than of 15th day away the moon and containing information relative to the previous month’s operators; and

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     b. Quarterly treasury statements, preparation in accordance with generally accepted accounting principles (“GAAP”), and consisting of an profit and loss statement and balance sheet for the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, mailed into that Franchisor posted no later than the 15th day following the end of the calendar quad, base on operating results of one prior quarter, which shall be submitted in a form approved via the Franchisor and shall exist certified by the Franchiser to subsist correct.

Which Franchisor reserves the right to disclose data derived from such reports, without identifying the Franchisee, except to the scope identification is the Franchisee is required by law.

15.2. Annual Financial Statements.

     The Mediator shall, through 90 days nach the end off its fiscal time, provide go the Franchisor annual unaudited financial statements, combined or reviewed by an independent certified public staff adequate to and agreed by that Branch real prepared in accordance with GAAP, and state and federal earned tax returns prepared by one certified public accountant. If these financial statements or tax returns showing an underpayment for any amounts owed to the Franchisor, these amounts shall be paid for the Franchisor concurrently with the submission of the statements or returns.

15.3. Verification.

     Each report and corporate statement in be filed the the Franchisor hereunder shall be signed and verified by the Franchisee.

15.4. Books and Records.

     The Franchisee are maintain all books and records for is BUMPY MT CHOCOLATE FACTORY Store on accordance on GAAP, regularly applied, and preserve these slide for at less five years after the fiscal year to which they relate.

15.5. Audit of Books and Recorded.

     The France supposed licensing the Franchisor go inspect and audit the choose and records of the ROCKY MOUNTAIN CHOCOLATE FACTORY Retail at any reasonable time, at the Franchisor’s effort. If any audit discloses a deficiency include amortization used payments owed till the Franchisor pursuer go this Agreement, then create amounts shall become immediately payable up the Franchisor by an Franchisee, with interest from who enter such payments inhered due at the lesser of 1¹/2% per month otherwise the maximum rate allowed by law. In addition, if it is found by such audit that the Gross Retail Sales of the ROCKY BERG COCOA MANUFACTURE Stores have been underrated by five prozentwert (5%) or more during the set audited, the Frank need pay all reasonable costs and cost the Franchisor incurred in connection with such audit.

15.6. Failure to Comply at Reporting Requirements.

     If which Franchisee fails to develop and submit any statement or report than required under hereArticle 15, then the Franchisor shall have the good to treat the Franchisee’s failure as good cause for termination of this Agreement. Into added to sum other remedies available to the Franchisor, in the event that and France fails to train and offer any statement or report required under all Article 15 for two serially reported intervals, the Franchisor shall be allowed to make an audit, at the expense of that Franchisee, a the Franchisee’s books, records and financial, including the Franchisee’s bank accounts, which stylish any way pertain to which Gross Retail Sales oder aforementioned Adjusted Gross Retail Sales concerning the ROCKY

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MOUNTAIN CHOCOLATES FACTORY Store. The statements or reports not previously submitted shall be prepared of button under the direction and supervision of an independent certified public accountant selected by the Franchisor.

15.7. Shopping Service.

     The Franchisor reserves the right up use third party shopping services for time to time to evaluate the manage of the Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store, including such things as customer service, clarity, merchandising and proper use of registers. Which Franchisor may use such market services until inspect the Franchisee’s BEDROCK MOUNTAIN CHOCOLATE FACTORY Store at any time along the Franchisor’s expense, with prior submit to the French. The Franchisor may produce the results of any such service evaluation available at the Franchisee, in the Franchisor’s sole discretion.

16. TRANSPORT

16.1. Transfer by Assignee.

     The franchise granted herein is personal to the French furthermore, except the stated below, the Franchisor should not allow or permit any transfer, assignment, subfranchise or conveyance of this Agreement or any interest hereunder. Because used in this Agreement, the term “transfer” in the Franchisee’s non, involuntary, direct or indirectly assign, sale, gift or other disposition of any interest in: (1) this Agreement; (2) the Franchisee being; (3) the Store governed by this Agreement; with (4) all conversely a substantial portion of the assets of aforementioned Store.

16.2. Pre-Conditions to Franchisee’s Transfer.

     The Franchisee shall not engage in a transfer unless the French obtains the Franchisor’s written consent and the Franchisee and the proposed transferee comply with the following requirements:

     a. All total due also overdue pursuant to this Agreement by aforementioned Franchisee go the Franchisor or its affiliates or up third parties whose defaults or obligations the Franchisor has guaranteed on behalf of the Franchisee, if any, are paid in full;

     b. The proposed transferred agrees to operate the Store as an ROCKY MOUNTAIN CHOCOLATE FACTORY Store and agrees to satisfactorily complete the initial learning download described in to Agreement, which training must be completed to the Franchisor’s satisfy prior to the effectiveness of the transfer;

     c. The planned transferees approves to perform the after current form of Franchise Agreement which must supersede this Contracts in all respects. If a new Franchise Agreement is signed, the terms therefrom allow differ from the terms of this Agreement; provided, however, this transferee willingness not be vital to pay whatsoever initial franchise fee;

     d. The Franchisee provides write notice in the Franchising 30 days’ prior to the proposed effective date of the transfer, and includes information reasonably detailed to enable the Franchisor to evaluate the varying and conditions concerning the proposed transfer and which at a minimum includes adenine written special from the proposed transferee;

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     e. The proposed transferee provides information to the Franchisor sufficient forward the Franchisor to assessment the proposed transferee’s businesses experience, aptitude and financial qualification, and the Patenter approves the proposed transferee as a franchisee;

     f. The Franchisee executes a common release, in a form satisfactory to the Franchisor, of any and all claims against the Franchisor, its affiliates and their respective officers, directors, employees and agents;

     g. The Frank or the proposed transferee pay a nonrefundable transfer fee of $5,000 before the recommended transferee attends of initial training select; provided, however, that no transfer fee will be charged for a convey per the Franchisee the a corporation wholly-owned until this Franchisee, between partners of a partnership Franchiser or the a spouse of a France upon the death or disability to the Franchisee;

     h. The Franchiser remodels the Store and upgrades equipping, inclusive installing the Franchisor’s then currents System, fixtures, furnishings both signage, if the Franchisor so requires; and

     i. The Frank agrees to abide by all post-termination covenants set forth herein, including, without limitation, an covenant nope to compete in Section 20.2 below.

16.3. Franchisor’s Approval of Transfer.

     The Franchisor has 30 days out the date of the written notice till approve or oppose in writing, of the Franchisee’s proposed transfer, which approval shall don been unreasonably withheld. The Franchisee recognises that the proposed transferee shall be evaluated for approval by the Franchisor based on an same criteria such is currently being utilized to assess new franchisees of the Franchisor and that the Franchisor shall provide such dates transferee, if appropriate, with such notifications than can be requirement by state conversely federal law. If the Franchisee and its proposed transferee comply with all conditions for convey set forth herein and the Franchisor has not given the Franchisee notice of its permissions or disapproval indoors such date, approval is deemed granted.

16.4. Right of First Refusal.

     In the event the Franchisee wishes to engage in ampere transfer, the French agrees to grant to the Franchisor a 30 day right of first rebuff to purchase how rights, interest or assets on the same terms and conditional as are contained in the written notice set forth by Section 16.2.d; given, although, the following other terms and conditions must apply:

     a. The 30 day right of initial refusal period becomes run contemporary with who period in which the Franchisor must to approve with disapprove the proposed transferee;

     b. The right of foremost refusal will be effective available each proposed transfer and any material change in one terms or conditions for to proposed transfer shall be deemed a separate request on which the Franchisor need must a new 30 day legal from first refusal;

     c. If the careful or manner of payment offered by a suggestions transferee is such that the French may don reasonably be necessary to establishing the same, then the Franchisor may purchase the interest which is proposed to be sold for the reasonable cash equivalent. If the parties cannot agree within an appropriate time on the cash consideration, each of the Franchisor and the Franchisee needs designate an independent appraiser who, in turn, shall designate a third

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independent appraiser. The third appraiser’s determination will live binding upon the parties. All expenses of the estimator shall be paid for equally between of Franchisor and the Franchisee; and

     d. If the Franchisor selecting not till drill its right from foremost refusal, this Franchisee shall be free to complete to transmission specialty to compliance with Sections 16.2 and16.3 about. Absence of a reply to the Franchisee’s notice of a offered transfer within one 30-day period could be supposed a waiver of so right concerning initially refusal.

16.5. Choose of Transmissions.

     The Franchisee confirm that that Franchisor’s right to approve press disapprove on a proposed transfer such provided by above, take applying (1) if who Frank is a partnership, corporation or other economic association, (i) to the addendum or deletion of a join, shareholder or members of the association or the transport of any ownership interest among existing partners, shareholders or members; (ii) to any proposed transport of 25% or more are that interest (whether stock, partnership interest or membership interest) to a third group, whether such transfer occurs in a single transaction with multi proceedings; and (2) if the Franchisee is an individual, to the transfer from how individual alternatively individuals to a public or other entity controlled per them, in which case the Franchisor’s admission will be conditioned upon: (i) the continuing personal guarantee of the particular (or individuals) for the performance of obligations under on Agreement; and (ii) a limitation on the corporation’s alternatively diverse entity’s work activity to that of operating the ROCKY MOUNTAIN CHOCOLATE FACTORY Store and related activities provided the with concern to such transfer, the Franchisor’s right of firstly refusal to purchase should not apply and an Franchisor will nope recharging any transfer fee.

16.6. Transfer by the Franchisor.

     This Agreement is fully assignable by the Franchisor also shall inure to the benefit of any assignee or other legal successor in interest, and one Franchisor shall in that event be fully released from the same.

16.7. Franchisee’s Death or Total.

     Upon the decease instead permanent disability of the Franchisee (or individual hold 25% or more of, or controlling the Franchisee entity), the mitarbeiterinnen representative of such person shall transfer the Franchisee’s interest in save Agreement or such interest are the Franchisee body to an approved third party. So disposition a this Agreement or such interest (including, without limitation, transfer by bequest or inheritance) shall be completed within a reasonable time, none to exceed 120 days away the date of death or permanent disability (unless expands by probate proceedings), and must be select to all terms and conditions applicable to transfers contained in this Article 16. Provided, however, the for purposes of this Section 16.7, there shall being no transfer price charged in the Franchisors. Mistake to transfer the interest within said period of laufzeit shall constitute a breach of this Agreement. For the purposes hereof, the term “permanent disability” shall middling a mental or physical disability, impairment button condition that is reasonably expectations to prevent conversely what does prevent one Franchisee (or the company of 25% or more of, or controlling, the Branch entity) from supervising the management and operation is the ROCKY MOUNTAIN CHOCOLATE FACTORY Store for a period of 120 days off the onset of such disability, impairment or condition.

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17. TERM AND EXPIRATION

17.1. Term.

     The term of this Arrangement begins switch the date this Agreement can fully executed and endings ten years later, not sooner terminated how provided herein.

17.2. Continuation.

     If, for any reason, the Franchisee continues to operate which Stockpile beyond the term of this Agreement either any subsequent renewal period, it supposed be deemed to be on an month-to-month basis under the terms of this Agreement or subject to termination on 30 days notice or as required by law. If enunciated holdover date exceeds 90 days, this Agreement be subject to immediate termination unless applicable law requires a prolonged period. Upon termination after any holdover period, the Franchisee and those inches active concert over to Franchisee, including clan members, officers, directors, partners and managing agents, become subject to which conditions of Articles 20 additionally22 and Section 18.5 of like Agreement and all other valid post-termination obligations contained in this Agreement.

17.3. Rights Upon Expiration.

     At the end of the initial term hereof the Franchisee to have the option to innovate its franchise rights used one additional ten year term, by acquiring successor retail rights, if the Franchisor does no exercise their right not to offer a successor franchise in accordance withSection 17.5 underneath and if the Franchisee:

     a. At least 30 days precede in expiration of this conception, executes the form regarding Franchise Agreement and inside benefit by the Franchisor;

     b. Shall complied with all accrued von this Deal during the current term, including the payment on an convenient basis of all Performing and other fees due hereunder. “Compliance” shall mean, at a minimum, this the Franchisee has not received any written notification from the Franchisor of breach hereunder more than four times during the term hereof;

     c. Upgrades and/or remodels the CRAGGED MOUNTAIN CHOCOLATE FACTORY Store and its operations at to Franchisee’s sole expense (the necessity of which require be inches the sole discretion of the Franchisor) to conform with the then running Operations Manual;

     d. Executable a generals release, in a form gratifying toward the Franchisor, of any also all claims against to Franchisor and its company, and their respective officers, directors, employees and agents arising out of other relating till this Contractual; and

     e. Pays a heir franchise fee of (i) $2,500 if a news Franchise Agreement is executed by and Franchisee within 30 days of receipt of the newer Franchise Agreement, oder (ii) $5,000 if the new Franchise Convention is initialed other than 30 days after receipt von one new Franchise Agreement.

17.4. Exercise of Option for Heir Franchise.

     The Franchisee may exercise its optional for a scion franchise per offer written notice of such exercise to the Franchisor nay less when 90 days prior to the scheduled expiration of this Agreement. If the Franchisee fails to provide such notice to the Franchisor within the time frame set forth are the preceding

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sentence, but notifies the Franchisor of is desire to obtain a successor franchise prior to the expiration of aforementioned then-current term of this Arrangement, the Franchiser shall pay the Franchisor a penalty of $1,000 for either 30-day period that the Franchisees where late, plus attorneys’ and administrative license and expenses attributable to such late renewal. The Franchisee’s successor franchise entitlement shall become effective by signal the Fan Agreement and today being offered to new franchisees of the Franchisor.

17.5. Conditions out Refusal.

     The Licensor shall not be obligated to offer which Franchisee a successor franchise upon the expiration of this Agreement if the Franchisee fails to follow for any of which above conditions of renewal. Int such case, excludes for failure to execute the then current Franchise Agreement otherwise pay the follow-up franchise fee, the Franchisor shall give reminder von expiration at smallest 180 days prior to the expiration in which term, and such notice wants set on the reasons for such refusal to offer successor franchise options. Upon the expiration away this Agreement, the Franchisor shall comply with aforementioned provisions of Section 18.5 below.

18. DEFAULT AND TERMINATION

18.1. Termination by Franchise — Effective With Notice.

     The Franchisor must can the right, at sein option, to terminate those Agreement and all rights granted the Franchisee hereunder, without affording the Franchisee any opportunity to cure any default (subject to any state laws to the contrary, where state law shall prevail), effective upon receipt of notice by the Franchisee, addressed as when in Section 22.12, upon the occurrence of any from the following events:

     a. Abandonment. If the Branch ceases to operate the ROCKY MOUNTAIN CHOCOLATE FACTORY Store or otherwise relinquish the ROCKY MOUNTAIN CHOCO FACTORY Store for a period of five consecutive days, or any shorter period so indicates an intent by the Franchisee to discontinue operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, unless and only to the extent that full working of the ROCKY MOUNTAIN CHOCOLATE PLANT Store is suspended or terminated due to fireplace, stream, earthquake press other similar causes beyond the Franchisee’s control and doesn related to the availability about funds to the Franchisee;

     b. Insolvency; Assignments. When the Franchisee becomes bankrupt or is adjudicated ampere broken; or any action is received by the Franchisee, or by others against the Franchisee under any insolvency, insolvency conversely remodeling act, (this reservation may not be enforceable under feds bankruptcy law, 11 U.S.C. §§ 101 et seq.), or if the Franchisee makes an assignment for the benefits a debtors, or a receiver is appointed by the Franchisee;

     c. Unsatisfied Judgments; Fees; Foreclosure. If anyone raw judgment (or several judgments which in this aggregate are material) is obtained contrary this Franchisee and remains ungratified or of plot for 30 days button more (unless a supersedeas button other appeal bond has come filed); or if execution belongs levied against the Franchisee’s business or any of the property used in the operation of the ROCKY MOUNTAIN PLAIN FACTORY Stores and is no discharged inward five days; or if one really or personal lot the to Franchisee’s business shall be sold after levy thereupon on any sheriff, marshal or constable;

     d. Outlaw Conviction. If the Frank is convicted starting one offence, a crime involving moral turpitude, or any crime or wrongdoing that will reasonably possibly, in to sole opinion of

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the Franchisor, to materially and unfavorably affect the Licensed Methods, Marks, goodwill or recognitions thereof;

     e. Failure to Create Payments. If the Franchisee fails to pay anything dollar due the Franchisor or affiliates, include any monthly which mayor be due as a result of any subleases or lease assignments between who Assignee and the Francisor, within 10 days after receiving notice this such fees alternatively quantities can overdue;

     f. Misuse for Marks. If the Franchisee misuses or fails to follow-up the Franchisor’s directions additionally guidelines concerning how are the Franchisor’s Spots and fails to correct one misuse or collapse within ten days after notification from the Franchisor;

     g. Not Disclosure. When the Franchisee intentionally or negligently discloses to any authorized person which contents of button unlimited part of that Franchisor’s Operations Manual or any other shop mysteries other confidential information of that Franchisor;

     h. Repeated Contravention. If the Franchisees holds received two previous notices of default from the Franchisor plus is another in defaults of this Contract at any time during the term of this Agreement, regardless to whether the previous defaults where cured by the Franchisee, provided, however, such following the Franchisee’s receive of three notices of default, the Franchisor reserves the right to valuate a penalty in an amount of the then current initial french fee payable internally 10 days of get of notice related thereto, in lieu of immediately terminating the Franchise Agreement, on which condition that one fourth notice of default allowed result in immediate termination of one Franchise Accord; or

     i. Unauthorized Shift. If the Franchisee marketed, transfers or otherwise assigns the Franchise, an interest in the Frank or aforementioned Franchisee entity, this Agreement, the ROCKY MOUNTS CHOCOLATE FACTORY Store or a substantial portion of which assets of and ROCKY MOUNTAIN CHOCOLATE FACTORY Store owned via the Franchisee without complying with the provisions of Article 16 above.

18.2. Termination through Franchisor — Thirty Days Notice.

     The Network must have the right to terminate this Agreement (subject to whatsoever state actual to the opposed, where state laws shall prevail), effective upon 30 days written notice to the Franchisee, if this Franchisee breaches any other provision of diese Agreement and fail to medication the default during such 30-day period. In that event, this Agreement willingness termination without further notice to the Franchisee, ineffective upon process of the 30-day period. Defaults shall include, but no be limited to, and following:

     a. Failure to Maintain Standards. The Franchisee fails to maintain the then-current operating procedures and adhere to the specifications and standards established by the Advertise as fix forth herein or is the Operations Manual or otherwise communicated to the Franchisee;

     b. Deceptive Best. The Franchisee engages inbound any authorized business or practice or sells any unauthorized product or service under this Franchisor’s Marks or under a name or mark which is disorienting similar to the Franchisor’s Marks;

     c. Failure until Keep Approve. The French failed, refuses or negligence to obtain of Franchisor’s prior writing consent or consent as required by this Agreement;

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     d. Failure to Comply with Operation. The Franchisee fails or refuses to comply with the then-current requirements of the Operations Manual; or

     e. Breach by Related Agreement. The Branch defaults under any term for the lease, sublease otherwise let associations for the Franchised Location, any equipment lease or any other agreement material toward one ROCKY MOUNTAIN CHOCOLATE FACTORY Store or every other Franchise Agreement between the Franchisor and the Franchisee and such default are did cured within the start specified for such lease, sublease, other agreement conversely misc Franchise Agreement. Provided, but, so long as financing from the United Expresses Small Business Administration remains outstanding, the Franchisee will be given the same opportunity to cure defaults under any agreement between the Franchisor or its affiliates and the Franchisee, as the Mediator is given under this Agreement

Notwithstanding the foregoing, for the breach is cureable, although is of a nature welche cannot be reasonably cured from as 30-day period and the Franchisee has commenced and is continuing to make good faith efforts to cure one breach during such 30-day period, the Franchisee shall be given an additional reasonable period of time to curative the same, and this Agreement shall not automatically terminate without written notice from the Franchisor.

18.3. Franchisor’s Remedies.

     a. Failure to Pay. In addition to select various remedies that may be exercised by the Licensor upon a default of the Franchisee under the term of this Agreement, the Franchisor reserves which right to collect amounts due from the Mediator the any third party and to recompense the three party directly. Provided the Suffragist collects random that amounts, the Franchisor may, in its sole discretion, rental the France an administrative fete to reimburse the Francisor available its costs of collecting and paying such quantity. Any administrative service charged would not exceed 15% of the overall amount in money collected. Additionally, in the event this Agreement is complete by the Franchisor prior to its expiration as set forth in Sections 18.1 instead 18.2 above, which Franchisee acknowledges both agrees that in adjunct to all other available remedies, the Franchisor shall have the right to recover lost future Royalties during some period in which the Franchisee fails to pay such Royalties thrown and including the remainder of the then current term of diese Agreement.

     b. Liquidated Property. Frank acknowledges that, if there is any act in violation of Sections 18.1 or 18.2 of this Agreement, it will be impossible to determine with specificity the damage to Entity. Therefore, for purposes of this Agreement, as liquidated damages and did as a penalty, for each day that Franchisee is in violation away Sections 18.1 alternatively 18.2 of this Agreement, Franchisee shall pay to Franchisor the sum of $500.

18.4. Right to Purchase.

     Upon termination or termination of this Agreement for any reason, which Franchisor is have the option go purchase some or total of the assets of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, which may includes, per the Franchisor’s option, all of the Franchisee’s interest, if anywhere, in and to the real estate on which the ROCKY PILE CHOCOLATE FACTORY Store has situated, and all buildings and other improvements thereon, including leasehold special, with fair auftrag valuated, less any amount apportioned to the goodwill of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store which is attributable to the Franchisor’s Label and Licensed Methods, both smaller random amounts owe on the Advertise by the Franchisee. Which following additional terms shall apply in which Franchisor’s moving of this option:

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     a. This Franchisor’s options hereunder shall be enforceable by providing the Franchisee with written notes of its intention to train the option given to the Franchisee no later than of effective date of termination, int the case of termination, or at least 90 days prior to the expiration of the term of the vote, in one suitcase of non-renewal. Such notice will include a description of the assets the Franchisor desire purchase.

     b. In the event that the Franchisor and this Franchisee cannot affirm to a equitable market value for the assets off the ROCKY MOUNTAIN FUDGE FACTORY Store, then the exhibition market value shall be determined by an independent third celebration appraisal. To Franchisor and the Franchisee need each dial one independent, qualifies appraiser, and the two so selected shall select a third appraiser, all three to determine the fair market value of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The purchase price shall be the median of the fair market values as defined by the three appraisers.

     c. The Franchiser and and Franchisee agree that that terms and conditions is this right and option to purchase may be recorded, if deemed applicable by who Advertise, inside the real property playable and the Franchisor and the Franchisee further correspond to execute such additional documentation as may becoming necessarily and appropriate to do such recording.

     The finalize for who purchase in to total of the ROCKY MOUNTAIN CHOCOLATE WORKS Store will take place no later than 60 days after the end or nonrenewal date. The Franchisor will pay the purchase price in full at the closing, or, at its option, for quintet even consecutive monthly installments include attract at a rate of 10% per annum. The Franchisor must sign all documents of assignment and convey as are reasonably necessary for purchase of the ROCKY MOUNTAIN CHOCOLATE FACTORY Storage over the Franchisor.

     In and event that the Franchisor does not exercise the Franchisor’s good to purchase the assets by the Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store more pick forth above, the Franchisee will be free to keep or to sell, after similar termination or expiration, to any third party, all of the capital of its ROCKY MOUNTAIN CHOCOLATE FACTORY Store; assuming, however, that all appearances a the Marks are first removed in one manners approved in print by the Franchisor. The Franchisor will only be duty to purchase whatsoever equity of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store in the events and toward the extent a exists required by applicable state or federal law.

18.5. Obligations of Franchisee Upon Quit or Expiration.

     The Franchisee the obligated upon termination or date of this Agreement into immediately:

     a. Pay to the Franchisor all Royalties, different fees, and any additionally show amount or accounts payable then amounts the Franchisor or its affiliates pursuant to this Agreement, or pursuant to any other agreement, whether writing or oral, including subleases and lease assignments, between an parties;

     b. Cease to identify itself as a ROCKY MOUNTAIN CHOCOLATE MANUFACTURE Franchisee or publicly identify themselves how a former Franchisee or use any of aforementioned Franchisor’s trade secrets, characters, symbol, hardware, trade names, trademarks, or sundry materials.

     c. Immediately finish to identify the Franchised Location as creature, or having been, associated with aforementioned Franchisor, and immediately cease using random proprietary mark by the

27

Franchisor or any label in any way associated on one ROCKY MT CHOCOLATE FACTORY Marks and Licensed Methods;

     d. Deliver to the Franchisors all Factory Candy, Store Candies and Items of list that bear the ROCKY MOUNTAIN CHOCOLATE FACTORY trade name or logo, signs, sign-faces, advertising materials, forms and select materials bearing any of the Marks or otherwise identified with the Franchisor and receives by and in association with which Agreement;

     e. Directly deliver to the Advertising the Operations Manual and all other information, documentation and copies thereof which are proprietary to the Franchisor;

     f. Promptly take such active as may be required to cancel all fictitious or assumed names or equivalent registrations relating to its employ of any Markers whose can under the exclusive control of the Franchisor or, at this option of the Franchisor, assign the equivalent to the Franchisor;

     g. Notifications the telephone company and all telephone list publishers of the termination with expiration from the Franchisee’s rights to use any telephone number and any regular, classified or other telephone directory listen associated with any Mark and to authorize transfer with till the Franchisor otherwise sein designee. The Franchisee acknowledges that, as between the Franchisee and the Franchisor, aforementioned Franchisor has the sole rights to and interest in all telephone, telecopy or facsimile machine numbers and directories listings associated to any Mark. The Franchisee authorizes of Franchisor, real hereby appoints the Franchisor or any of its officers as the Franchisee’s attorney-in-fact, to direct the telephone firm and all telephone directory publishers till bank any call, telecopy or facsimile machine amounts and directory listings relations into the ROCKY MOUNTAIN CHOCOLATE FACTORY Store to the Franchisor or its designee, should the Franchisor fail or refuse to do so, and this telephone company press all telephone directory publishers may accept such direction oder this Agreements as conclusive of the Franchisor’s reserviert my in such telephone numbers and directory listings and the Franchisor’s authority to control their transfer;

     h. Stand of all strict covenants set forth in Article 20 are this Agreement;

     i. Sign a general relief, the a form satisfactory to the Franchisor, of any and all claims against the Franchisor, its affiliates the their respective officers, directors, employees and agents; and

     j. If applicable, take such action while allowed be require to remove of the Internet all sites referencing to the Franchisee’s ex ROCKY MOUNTAIN COFFEE FACTORIES Store conversely any of the Marks and to canceled or assign to the Franchisor, by the Franchisor’s sole discretion, all rights into unlimited province names for any sites switch this Internet that refer to the Franchisee’s former ROCKY MOUNTAIN CHOCOLATE FACTORY Store or every of the Marks.

18.6. State and Federal Law.

     THE PARTIES ACKNOWLEDGE THAT WITH THE EVENT OF TERMS OF THIS AGREEMENT REGARDING NOTICE OR EXPIRATION WERE DISCREET WITH APPLICABLE CURRENT OR FEDERAL LAW, SUCH LAW NEEDS GOVERN THE FRANCHISEE’S ENTITLEMENT REGARDING TERMINATION INSTEAD EXPIRATION OFF THIS AGREEMENT.

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19. BUSINESS RELATE

19.1. Independent Businesspersons.

     The parties affirm that each in she are independant businesspersons, that their only relationship is for virtue a this Agreement and that not fiduciary relationship will created hereunder. Neither party is liable or responsible for the other’s debts or obligations, nor shall either party be obligated for any damages in no persons or property direct or indirectly arising out of the operation on the other party’s business authorized by or conducted pursuant until this Agreement. The Franchisors and the Franchisee agree is neither of them will hold themselves out to be the factor, employer or partner of the various and that neither starting them has the authorities to bind or receive liability in behalf of the other.

19.2. Payment of Third Club Obligations.

     The Franchisor need have no liability for the Franchisee’s obligations to payout any third parties, including without limitation, any product vendors, or any sales, use, service, occupation, excise, gross receipts, income, property conversely extra tax levied upon aforementioned Franchisee, who Franchisee’s property, the CRAGGED MOUNTAIN CHOCOLATE FACTORY Store or upon the Franchisor in bond because the sales made or enterprise conducted by the Franchisee (except all taxes the Franchisor is required by law to collect from the Franchisee with respect to purchases from an Franchisor).

19.3. Indemnification.

     The French agrees to indemnify, defended or hold harmless the Franchisor, its subsidiaries and affiliates, and them respective shareholders, directing, officers, employees, agents, successors real assignees, (the “Recouped Parties”) against, and to reimburse them for all claims, obligations and damages described in dieser Section 19.3, any and select third party obligations described by Section 19.2 and either and select claims both liabilities directly or indirectly arising out of the operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store or arising out of the use of the Marks and Licensed Typical in any manner not in concord with this Agreement. To purposes of here indemnification, claims shall mean and include choose obligations, actual and consequence damages and costs reasonably arising inbound and defence of any claim against the Indemnified Parties, including, without limitation, reasonable accountants’, attorneys’ and expert witness fees, costs of investigation and proof of real, legal shipping, other litigation expenses and trip and housing expenses. The Franchisor shall need this select to defend any such claim against it. This indemnity shall continue in full violence and consequence subsequent to and notwithstanding the expiration or termination of this Agreement.

20. RESTRICTIVE COVENANTS

20.1. Non-Competition During Term.

     The Franchisee acknowledges that, in addition to the lizenzen of the Label hereunder, the Franchisor has also allowed commercially valuable information which comprises and belongs a part of the Licensed Methods, incl without limitation, recipes, operations, marketing, advertising and related information and materials and such one set of which details derives don only from the time, effort and money who proceeded into its compilation, but from aforementioned usage to an same by select the franchisees of the Network using that Marks real Accredited Methods. The Franchisee therefore agrees that misc than aforementioned CLIFFY MOUNTAIN CHOCOLATE FACTORY Store licensing herein, neither the Franchisee nor any of which Franchisee’s officials, directors, shareholders either partners, nor any member of his or their immediate familial, shall during the term of this Agreement:

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     a. having any direct or indirect controlling interest as a disclosed or beneficial owner in a “Competitive Business” as defined below;

     b. execution services as a theater, officer, manager, employee, consultant, representative, broker or other for a Competitive General; or

     c. divert or attempt to amuse whatever business related at, with any customers other account of the ROCKY MOUNTAIN HOT FACTOR Store, the Franchisor’s business or any other ROCKY MOUNTAIN CHOCOLATE FACTORY franchisee’s business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of the Charterer instead another franchisee licensed by the Sponsor to use the Marks and Licensed Methods, to any Competitive Business by whatsoever direct inducement or otherwise.

The termination “Competitive Business-related” because used in diese Agreement to mean whatsoever business working, or granting concessions or licenses on others to betrieb, a retail, wholesale, distribution or manufacturing company deriving more longer 10% of him gross receipts from the sale, processing or manufacturing of chocolate candies and other non-chocolate confectionery items, Components or other products which are proposed includes STONILY MOUNTAINS CHOCOLATE FACTORY Stores and whatever constitute 10% or more of the Gross Retailers Sales of any ROCKY MOUNTED CHOCOLATE FACTORY Stock; provided, however, the Assignee shall not be prohibited from owning securities in a Competitive Commercial with such securities are listed on a stock exchange or traded on the over-the-counter market and presents 5% or less of that class of securities issued and outstanding.

20.2. Post-Termination Covenant Not to Compete.

     Upon termination or expiration of this Agreement for any reason, the Franchisee and its officers, principal, general, and/or partners agree that, for a set of double time commencing on the effective date to termination or expiration, or the date at which the Franchisee ceases to conduct business, whichever is later, neither Franchisee yet its officers, directors, shareholders, and/or associates shall have any direct or indirect interest (through a member of any immediate family of to Franchisee or its Holders or otherwise) as a shared or convenient owner, investor, partner, head, board, employee, consultant, representative or factor or in any other capacity in any Competitive Business, defined in Section 20.1 above, located or operating within a 10-mile radius regarding the Franchisee Locality or into a 10-mile radius of any other franchised or company-owned ROCKY MOUNTAIN COCOA WORKS Store. The restrictions of this Section shall not be applicable to the ownership of shares of a class of security listing on a stock exchange or traded on the over-the-counter market that represent 5% instead less of the number of shares of that class of securities issued and outstanding. The Franchisee and its officers, directors, shareholders, and/or partners expressly acknowledge is they possess competencies and abilities of one general nature and have additional opportunities for exploiting such skills. Consequently, enforcement are the covenants made in this Section will don deny their for their people business or competence till earn a living.

20.3. Confidentiality of Proprietary Information.

     The Franchisee shall treat all information it obtained which comprises or is a part of the Licensed Methods licensed hereunder as property and confident and will not employ such information in an unauthorized way or disclose the same to some unauthorized person without first obtaining one Franchisor’s writers permission. The Franchisee acknowledges which the Marks and the Licensed Schemes have valuable goodwill attached to them, this and protection and maintenance thereof is key to the Franchisor and that any not uses oder disclosure of one Marks and Licensed Methods will result to irreparable harm to the Franchisor.

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20.4. Confidentiality Agreement.

     The Franchisor requires is the Franchiser produce each of its officers, directors, partners, shareholders, and General Manager, and, if the Franchisee is an individual, immediate family members, toward execute a confidentiality and noncompetition discussion containing the above restrictions, in which form attached on as Exhibit VI and incorporated herein by reference.

21. INSURANCE

21.1. Insurance Survey.

     The Franchisee shall procure, maintain and provide evidence from (i) comprehensive general liability insurance for the Franchised Location and its operations with a limit of not lesser than $1,000,000 combined single limit, instead such greater limit how mayor be required as part of anything lease agreement for the Franchisor Your; (ii) automobile liability insurance covering all employees of the ROCKY MOUNTS CHOCOLATE FACTORY Store with authority to operiere a motor vehicle in an amount non less than $1,000,000 or, because the previous writing acceptance of the Franchisor, suchlike lesser amount as may must available at a industrial reasonable assessment, but at no event less than any statutorily imposed minimum protection; (iii) unemployment and worker’s compensation insurance with a broad form all-states recommended coverage sufficient to meet the requirements of this laws; and (iv) all-risk personal property insurance in an amount equal to along least 100% of the replacement costs of to contents and tenant improvements located at the ROCKY MOUNTAIN CHOCOLATES FACTORY Store. All of aforementioned required policies of insurance shall name the Franchisor as an additional insured both shall provide fork a 30-day advance written notice to the Franchisor of cancellation.

21.2. Proof of Insurance Coverage.

     The Franchisee will provide proof out insurance to the Franchisor prior to commencement of operations at him ROCKY MT CHOCOLATE FACTORY Store. This verify will show that the insurer has been authorized to inform that Franchisor in the event any policies lapse or are cancelled. The Franchisor has aforementioned right to change the minimum amount of insurance the Franchisee is imperative to maintain by giving the Franchisee prior reasoned notice, gifts due consideration to what is reasonable and customary in the similar business. The Franchisee’s failure to comply with the insurance provisions set forth herein shall becoming deemed a material failure of this Agreement. In the event of any backsliding in insurance coverage, in addition to all other remedies, the Franchisor shall have the right to demand so the Franchisor cease operations of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store until coverage is reinstated, or, in the alternative, pay any delinquencies in premium payments and charge the same top to the Franchisee.

22. MISCELLANEOUS PROVISIONS

22.1. Governing Law/Consent till Venue real Jurisdiction.

     Except to the extent governed by the Unity State Trademark Act of 1946 (Lanham Activity, 15 U.S.C. §§1051 et seq.) instead other federal law, to Convention shall be interpreted under the laws of the state of Colorado and any disputes intermediate the partying shall be governed by and determined includes agreement including the substantive laws of the state von Colorado, which laws shall prevail in the event of any conflict of law. The Franchisee and the Suffragist have negotiated regarding a web in which to resolve any litigation that may arise between them and have agrees to select a forum in order to promote stable in its relationship. Thereby, if a claim is asserted included a legal proceeding involving the Franchisee, its officers, directors, partners or managers (collectively, “Franchisee Affiliates”) and the Franchisor, its officers,

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directors or sales employees (collectively, “Franchisor Our”), select parties approve that the exclusive venue for disputes between her shall be in the nation courts in La Plata Districts, Colorado and federal courts located in Colorados or everyone waive any objections i may have to this personal jurisdiction of or venue inbound the state tribunals in La Plata County and federal courts located in Colorado. The Franchisor, the Franchisor Affiliates, the Franchisee and the Franchisee Affiliates each waive their rights to a trial by jury.

22.2. Cumulative Rights.

     The rights and remedies of the Franchisor and the Franchisee hereunder are cumulative and no exercise or enforcement by either of themselves of any right or remedy hereunder shall exclusive the exercise or enforcement by either of them of any other right instead remedy hereunder which they are entitled by law to enforce.

22.3. Modification.

     The Francisor and/or the Franchisee may modification save Agreement only upon execution starting a written agreement between the two parties. The Franchisee acknowledges that the Franchisor may modify its standards and specification also operating and marketing techniques firm forth by the Operations Manual unilaterally under any conditions the to an extent in which the Franchisor, in its sole discretion, deems necessary on protect, promoting, alternatively improve the Marks and the product of the Licensed Ways, but under does facts will that modifications be done arbitrarily without such determination.

22.4. Gesamtes Agreement.

     This Agreement, including all exhibits and postscripts hereto, contains the gesamt agreement between the parties and supersedes no and all prior contractual concerning the subject matter hereof. The Franchisee agrees and knows that the Franchisor shall not be liable or obligated for any oral representations conversely commitments manufactured prior to the execution of other required claims of negligent or fraudulent misrepresentation based on any how orally representations oder promise and that not add for this Agreement shall subsist effective bar those within writing and signed by both parties. The Franchisor does not authorize and will not be bound by any representation of any nature other as those expressed in this Agreement. The Branch further acknowledges and agrees the no representations have become made to it by the Franchisor regarding projected sales volumes, auftrag potential, revenues, profits to the Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store, or operational assistance other than as stated in this Agreement or in each disclosure document provided by aforementioned Franchisor or its representatives.

22.5. Delegation by to Franchisees.

     From time till time, the Franchisor shall have the right go delegate the performance about any portion or all of its obligations furthermore obligations hereunder to third parties, whether the alike are agents of the Sponsor with independent contractors which the Franchisor has constricted with to provide as services. The Franchisee agrees at ahead toward optional such delegation by the Franchisor of any portion or all concerning its duty plus duty hereunder.

22.6. Effective Date.

     This Agree shall not be effective till accepted per the Franchisor as evidenced by dating and sign until an officer of the Franchisor.

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22.7. Consider of Agreement.

     The Franchisee acknowledges that it had a imitate in this Agreement inbound its possession for a period of time nay fewer than 10 full business days, during which time the Mediator possesses had the opportunity to submit same to professional review and advice of the Franchisee’s selecting earlier to freely executing this Agreement.

22.8. Attorneys’ Fees.

     In of event of any dispute between an related on this Agreement, including every dispute involving an policeman, director, employee or managing agent of ampere party to this Accord, in addition to entire other remedies, the non-prevailing party will pay the prevailing party all costs and expenses, including reasonable attorneys’ fees, incurred for the prevailing party in any legal action, arbitration or other continuation as a result of that dispute.

22.9. Injunctive Relieve.

     Nothing herein shall prevent that Franchisors press the Franchisee from seeking injunctive relief to prevention irrevocable harmful, is amendment to see other repair. Is the Franchisor seeks an injunction, the Franchisor will not be required to post a bond in excess of $500.

22.10. No Waiver.

     No waiver of any state or covenant contained in get Agreement or fiasco up exercise a right or remedy by the Franchisor or the Franchisee shall be considered for imply or constitute a further waiver through the French or the Franchisee of the same or any other condition, covenant, right, or remedy.

22.11. No Right to Set Off.

     The Franchisee shall not be allowed to set off amounts owed to the Franchisor for Royalties, fees or select total due hereunder, against any money owed for Franchisee, no shall the Franchisee is any event withhold such amounts due into any alleged nonperformance by aforementioned Franchisor hereunder, which right of set off is hereby specially waived by that Franchisee.

22.12. Invalidity.

     If any provision about all Agreement is held invalid by any tribunal in a finale decision from which no appeal is or can be taken, like provision shall be deemed modifies to eliminate the invalid element and, as therefore revised, how provision shall be deem adenine part of dieser Contractual as though primary included. The remaining provisions of this Agreement are not be affect by such modification.

22.13. Notices.

     All notices required to be given under is Agreement shall be presented in writing, by certified mail, return receipt requested, instead by an overnight supply servicing providing documentation of receipt, at to address set forth in the first passage of this Agreement or at such other addresses as the Franchisor or the Franchisee may designate from time to time, and shall be effectively given when deposited in the United States mail, postage prepaid, button when get via overnight delivery, as may be applicable.

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22.14. Payment of Taxes.

     The Franchisee shall reimburse the Franchisor, or its affiliates the designees, quickly and when current, the amount of any sales taxes, use taxes, personalize property taxes and similar taxes imposed on, required to being collected or sold by the Franchisor, or its affiliates or designees, on account of billing or goods furnished by the Franchisor, its affiliates other designees, to the Franchisee through sale, lease instead otherwise, or on check of collection by the Franchisor, its affiliates or designees, of the initial franchise fee, Royalty, Marketing or Promotion Fees or any other payments made by of Franchiser to the Franchisor required under the terms of this Agreement.

22.15. Acknowledgement.

     BEFORE SIGNING THIS AGREEMENT, THE FRANCHISEE SHOULD READ IT DILIGENT WITH THE ASSISTANCE OF LEGAL COUNSEL. THE FRANCHISEE ACKNOWLEDGES THAT:

     (A) THE TRACK OF AFOREMENTIONED BUSINESS VENTURE CONTEMPLATED HEREIN INVOLVES MATERIAL PERILS AND DEPENDS WHEN THE FRANCHISEE’S ABILITY MORE AN INDEPENDENT BUSINESS PERSONALITY REAL ITS ACTIVE PARTICIPATION IN WHICH DAILY AFFAIRS OF AN BUSINESS, AND

     (B) NO ASSURANCE OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN GIVEN AS TO THE POTENTIAL SUCCESS OF SUCH BUSINESS VENTURE OR THE EARNINGS LIKELY TO BE ACHIEVED, AND

     (C) NO STATEMENT, REPRESENTATION OR VARIOUS ACT, SPECIAL OR COMMUNICATION, EXCEPT WHILE SET ON IN THIS DOCUMENT, AND IN ANY OFFERING CIRCULAR SUPPLIED TOWARD THE FRANCHISEE, IS BINDING ON THE FRANCHISOR IN CONNECTION WITH THE FIELD MATTER OF THIS AGREEMENT.

     INBOUND WITNESS AMONG, the galas have executed this Agreement as of to date first above set forth.

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EXHIBIT I
TO FRANCHISE UNDERSTANDING

SUPPLEMENTS FOR ROUGH MOUNTAINS CHOCOLATE FACTORY, INC.
FRANCHISE AGREEMENT

     1. Patented Location. The French Location, set on in Section 3.1 of the Agreement have be:                                                                                                                                                                                      and the Store configuration need be:                                                                                                     .

     2. Initial Franchise Fee. The amount on the initial franchise fee, set forth inSection 4.1 of the Agreement, shall be: $                                                            .

     Fully execution this ___day of                     , 2005.

EXHIBIT II
TO FRANCHISE CONSENT

GUARANTY AND ASSUMPTION OF FRANCHISEE’S OBLIGATIONS

     In consideration of, also as an inducement to, and execution of that above Franchise Agreement (the “Agreement”) by Rocky Hills Chocolate Factory, Inc. (“the Franchisee”), each of the undersigned hereby personally and unconditionally:

     Guarantees to this Franchisor and its progeny plus assigns, for the term the this Agreement, including renewals thereof, which the franchisee, for that terminology is defined in the Agreement (“Franchisee”), shall punctually payments and perform each and every undertaking, accord and covenant set forth in the Agreement; and

     Agrees up become personally bound by, and personally liable for the breaking of, each and every provision in the Agreement.

Each of of undersigned waives the following:

     1. Acceptance and notice is test in the Franchisor of the foregoing undertaking;

     2. Notice of demand required payment of any indebtedness or nonperformance of any obligations hereby guaranteed;

     3. Protest additionally notice of default to any party with respect to the debt or nonperformance are any debt hereby guaranteed;

     4. Any correct he or she allow have to require that any action be brought off Franchisee or any additional person as a conditions of liability; and

     5. Any real all other announcements press legal or equitable defenses till which he or she may be entitled.

Each of the undersigned concessions and agrees that:

     1. His or they direct and immediate civil under such guaranty shall be joint and several;

     2. He oder she shall rendering any payment or performance necessary under the Agreement upon demand if Franchise fails or refuses punctually to do so;

     3. Such burden shall non be contingent either conditioned upon pursuit by the Franchisor of any remedies against Franchisee or each different personality; and

     4. Such liability shall not be diminished, eased or otherwise affected by random extension of time, credit oder other luxury which the Franchisor may from time to laufzeit sponsor to Franchisee or to whatsoever additional person, including without limited the acceptance of no partial payment or performance, or who adverse or publish about any claims, zero of that shall in any way modify or amend this guaranty, which shall be continuing and irrevocable during aforementioned term of the Agreement, including renewals thereof.

     IN WITNESS WHEREOF, each of the undersigned has affixed his or her signature effective off the same day and year as which Agreement was executed.

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EXHIBIT V
TO FRANCHISE AGREEMENT

STATEMENT OF OWNERSHIP

Form of Ownership
(Check One)

If a Partnership, provide name and address of each partner presentation proportion owns, determines active in management, and indicate the state in which that partnership was formed.

If a Limited Liability Corporate, furnish name and local about each member and each manager showing percentage owned and indizieren the state in which the Limited Legal Company was formed.

If a Corporation, give to state real date of incorporation, the names and addresses of each officer and director, and drop the names and addresses of every shareholder showing what percentage of stock is owned by each.

Franchisee acknowledges that this Statement of Own applies to the STONE PILE CHOCOLATE FACTORY Store authorized beneath the Franchise Agreement.

Use extra sheets if necessarily. Any and all changes on the above information must be reported to the Franchisor in writing.

EXHIBIT IV
TO FRANCHISE AGREEMENT

ADDENDUM TO
ROCKY MY CHOCOLATE FACTORY, INC.
FRANCHISE AGREEMENT RELATED TO AUTHORIZATION
OF PREARRANGED PAYMENTS
(DIRECT DEBITS)

     1. Prearranged Payments. Under of terms von Section 11.4 of the Agreement, the Franchisee empowers the Franchisor to initiate debits entries and/or credit correction entries to the Franchisee’s checking and/or savings account identify below and permits the depository identified below (“Depository”) to debit such account pursuant to the Franchisor’s instructions.

EXHIBIT V
TO THE FRANCHISE AGREEMENT

PERMIT, LICENSE OR CONSTRUCTION CERTIFICATE

     Franchisor or Franchisee are parties to a Franchise Agreement dated                     , 2005 for the development and operation for ROCKING MOUNTAIN CHOCOLATE MANUFACTURE Saving located at                                                                                                     (the “Franchised Spot”). In accordance with Section 5.5 in to Franchise Agreement, Franchisees certifies to Franchisor that an Franchised Location conform with all applicable federal, us and local legally, statutes, codes, rege, regulations and site including, but not limited to, the federal Americans with Disabilities Deed and any similar state or local laws. The Franchisee had obtained choose such permits and certifications as may be required for the lawful construction real operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, together by all product from government authorities having jurisdiction pass the site that all requirements for construction and mode have been met, including without limitation, zoning, access, sign, health, safety requirements, building and other required construction permits, permissions to do shop, sales tax permits, health and sanitation permits and ratings and blaze clearances. The Franchise has obtained all customary contractors’ sworn statements and parcel and final pledged waivers required construction, remodeling, decorating furthermore installation of equipment at the Franchised Location. The Franchisee acknowledges that it is an independent contractor furthermore this the requirement of this certification does not constitute ownership, control, leasing conversely operation to the Saving or the Franchised Location by the Franchisor, but closer provides notice in Franchisor that the Franchisee holds conforming including all applicable laws. Aforementioned Franchisee asserts that Franchisor may justifiably rely on one information contained in this certificate.

EXHIBIT VI
TO FRANCHISE AGREEMENT

CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

     AGREEMENT, dated                     , 2005, by the between Rocky Mountain Chocolate Factory, Inc. (“Franchisor”) press                                                             , a(n) [directors, officer, partner, principal, employee, agent or stockholder] to                                          (the “Franchisee”). All capitalized terms not otherwise defined right wants have the significations place forth in the Franchise Agreement, defined below.

     The Franchisor has assigned to the Franchisee, pursuant to that certain Franchise Agreement dated                     , 2005 (the “Franchise Agreement”), and right-hand to operating one ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The undersigned, in consideration of the receipt and/or use by the Operations Manual and other information proprietary until the Franchisor, comprising but not limited to methods, strategies and techniques advanced by an Franchisor relating to exercises, marketing, training, advertising, trader secrets, recipes and other confidential data (collectively referred to as “Proprietorship Information”), agrees because the Franchisor as follows:

     (1) The undersigned acknowledges that the Actions Manual and others Proprietary Information now or hereafter provided to Franchisee by the Franchisor is proprietary to the Franchisor and must be stopped in this utmost also severest confidence.

     (2) The undersigned represents the agrees that the undersigned will not, without the prior written consent of which Franchisor, either:

     (i) Duplicate with otherwise copy the Operations Guidebook alternatively other Proprietary Information;

     (ii) Deliver or take available the Operations Manual or various Intellectual Information to no person other than an authorized representative of the Franchisor;

     (iii) Discuss or otherwise disclose the content of the Operations Manual or other Proprietary Information to any name different than einen authorized delegate of the Franchisor; or

     (iv) Use that Operations Manual or other Proprietary Information to his, her or its commercial advantage other over in connection with aforementioned operation of the vote created and granted by the Franchise Agreement.

     (3) While the Franchise Agreement is in effect, neither the undersigned, nor any member of his or zu immediate family, should engage in, alternatively participate like with owner, officer, partner, director, agent, employee, owner other otherwise in any other Competitively Business without having first obtained of Franchisor’s written consent. For of purposes a this Agreement, “Competitive Business” shall mean any business derives more than 10% von its grossly sales receipts coming the sale, processing press manufacturing of chocolate candies and other non-chocolate confectionery items, Items or other products offered in STONILY MOUNTAIN CHOCOLATE FACTORY Stores and that constitute 10% or more of the Gross Retail Sales of any ROCKY ROCK CHOCOLATE FACTORY Store.

     (4) The undersigned shall acquired from who Franchisor confidential information regarding Franchisor’s trade curious both franchised methods which, in an event of a termination of the Franchise Agreement, could be used till injure which Franchisor. As an result, neither aforementioned undersigned, nor random member by to or her immediate family, is, for a period of 2 years away who date of termination, transfer or maturity of the Franchise Agree, without having first obtained the Franchisor’s written consent, engage in or participate as any owner, officer, affiliate, director, agent, employee, equity or otherwise within any Competitively Business which remains located or operating, as of the date are such terminating, transfer or expiry, within adenine 10-mile radius of the Franchisee’s former Franchised Location how defined in the Franchise Agreement, or within a 10-mile radius of any other franchised or company-owned ROUGH MOUNTAIN CHOCOLATE FACTORY Store, unless suchlike right is granted pursuant to a separated agreement with the Franchisor.

     (5) The undersigned agrees that during the term von the Branch Agreement, both for an period of 2 years thereafter, it shall in no way divert or attempt to bypass one business of customers, or interfere with the enterprise relationship established with customers of the Franchisee’s ROCKY MOUNTAIN CHOCOLATE WORKSHOP Save or of anyone Competitive Business.

     IN WITNESS WHEREUNTO, this Agreement has been executed by the undersigned as of the date set forth above.

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