5.2 Development of Franchises. Master Licensee shall, at all times during the Term, exert its
best efforts to faithfully, honestly and diligently grant Franchises to Qualified Candidates and Approved
Candidates to develop, own and operate the Franchised Businesses in the Development Area in order to
satisfy the Development Obligation and the Development Schedule. Master Licensee shall not grant any
Franchisee the right to sub-franchise or sell Franchises. Master Licensee shall not begin offering
Franchises for sale to Qualified Candidates and Approved Candidates until (a) It has received written
authorization from Global to begin franchising efforts (b) it has finished all training required by Global
for Master, (c) signed a Franchise Agreement for a Unit Franchise itself and (d) it has owned, operated
and Opened a Franchise for no less than 6 months. Each Franchised Business in the Development Area
shall be owned and operated in accordance with a Franchise Agreement signed between Master and
Franchisee and in a form of the Franchise Agreement approved by Global..
5.3 Collection of Fees from Franchisees. Master shall collect any and all of the fees from the
Franchisees including but not limited to the initial franchise fee, royalties, Marketing fees, SMART
Technology Portal monthly initial and access fees (“Fees”). On all fees to be collected, Master shall make
the calculation of the amount due Global and remit the funds to Global in a timely manner. All Fees due
to Global shall be in terms of this agreement and in particular Exhibit F hereto and shall be Net of taxes,
duties, bank charges and other charges. Accordingly, if any taxes are required to be deducted by the
Master, the Master shall gross up the amounts payable to Global by such amount so that Global receives
the amount agreed as Net of such taxes, duties, bank charges and any other charges including any
changes in the currency rate for US dollars as of the earlier of remitting day or when the fees are due to
Global per Exhibit F. Master shall make all transfers of the Fees by electronic transfer through via
reputable financial institution. All Program Access fees, payments for products and supplies are due
from Master to Global within 7 days of being invoiced. If Master has not timely remitted any of the Fees
to Global, then Global shall be authorized, at Global’s option, to debit Master’s account in an amount
equal to (a) the fees transferred from the accounts of all of the Franchisees for the prior applicable
reporting period, or (b) the amount due based on information retrieved from Global’s approved
computer system. All payments are in US Dollars and are remitted to Global without any offset for
withholding taxes or fees or other monetary items. If Master, in Global’s opinion, is frequently late in
remitting fees and other payments due Global, Global in its sole discretion can change how and when
payments will be made to Global including the establishment of a deposit account for Global to draw on.
5.4 Name of Franchised Business. All Franchised Businesses Opened and operated under
this Agreement by Master Licensee shall operate under the name “BrainFit Studio.” The name of any
Franchisee operating as an Entity, shall not use the name approved above as its legal name unless
approved by Global prior to any use, and Global shall be advised of such proposed name before its
authorization for its use has been made, and if not approved within 10 days of receipt by Master, it will
be deemed disapproved.
5.5 Standards of the Global Master System. Master Licensee shall comply with Global’s
standards and shall operate the Master’s Business in conformity with the terms of this Agreement and
adhere to the “Master Licensee Code of Conduct,” established by Global. Master shall also cause its
Franchisees to follow the methods, standards, and specifications that are set forth in the Franchise
Agreement and the Manuals or otherwise; however, Global acknowledges and agrees that Master
Licensee shall have the right to develop the Franchise concept in a manner different from the concept in
existence on the Effective Date in order to adjust to local culture and norms. Consequently, Master may