Glo Patrol

Glo Patrol, LLC, a Minnesota limited liability company 8868 Springwood Drive

Woodbury, MN 55125

Phone: 920-333-2GLO (2456)

Website: www.glopatrol.com

As a franchisee, you will operate a mobile business specializing in sunless spray tan services and after care products under certain standards of operation.
The total investment necessary to begin operation of a GloPatrolSM Business is from $9,000 to $25,500, of which between $8,000 and $16,000 must be paid to the franchisor or its affiliates.
This disclosure document summarizes certain provisions of your franchise agreement and other information in plain English. Read this disclosure document and all accompanying agreements carefully. You must receive this disclosure document at least 14 calendar days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no government agency has verified the information contained in this document.
You may wish to receive your disclosure document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact Paul Heiting at 8868 Springwood Drive, Woodbury, MN 55125, phone: 920-333-2456 or at paul@glopatrol.com.
The terms of your contract will govern your franchise relationship. Don’t rely on the disclosure document alone to understand your contract. Read all of your contract carefully. Show your contract and this disclosure document to an advisor, like a lawyer or an accountant.
Buying a franchise is a complex investment. The information in this disclosure document can help you make up your mind. More information on franchising, such as “A Consumer’s Guide to Buying a Franchise,” which can help you understand how to use this disclosure document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit the FTC’s home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information on franchising.
There may also be laws on franchising in your state. Ask your state agencies about them. ISSUANCE DATE: FEBRUARY 18, 2015

STATE COVER PAGE
Your state may have a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.
Call the state franchise administrator listed in Exhibit A for information about the franchisor, or about franchising in your state.
MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY , CONSIDER WHA T RIGHTS YOU HA VE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW .
Please consider the following RISK FACTORS before you buy this franchise:

THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY LITIGATION AND MEDIATION ONLY IN MINNEAPOLIS, MINNESOTA. OUT-OF-STATE LITIGA TION AND MEDIA TION MA Y FORCE YOU TO ACCEPT A LESS F A VORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO LITIGATE AND MEDIATE WITH US IN MINNESOTA THAN IN YOUR OWN STATE.
THE FRANCHISE AGREEMENT STATES THAT MINNESOTA LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.
THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

We use the services of one or more FRANCHISE BROKERS or referral sources to assist us in selling our franchise. A franchise broker or referral source represents us, not you. We pay this person a fee for selling our franchise or referring you to us. You should be sure to do your own investigation of the franchise.

STATE EFFECTIVE DATES
The following states require that the Franchise Disclosure Document be registered or filed with the state, or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin.
This Franchise Disclosure Document is registered, on file or exempt from registration in the following states having franchise registration and disclosure laws, with the following effective dates:
California Effective Date: ___ Hawaii Effective Date:_______________ Illinois Effective Date: _______________ Indiana Effective Date: _______________ Maryland Effective Date:_ _____ Michigan Effective Date: _______________ Minnesota Effective Date: ______________ New York Effective Date: _______________ North Dakota Effective Date: ____________ Rhode Island Effective Date: _____________ South Dakota Effective Date: _____________ Virginia Effective Date: ____________ Washington Effective Date: ____________ Wisconsin Effective Date; ____________
In all the other states, the effective date of this Franchise Disclosure Document is the issuance date of February 18, 2015.

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MICHIGAN SPECIFIC-NOTICE
The state of Michigan prohibits certain unfair provisions that are sometimes in franchise documents. If any of the following provisions are in these franchise documents, the provisions are void and cannot be enforced against you:
(a) A prohibition of the right of a franchisee to join an association of franchisees.
(b) A requirement that a franchisee assent to a release, assignment, novation, waiver, or estoppel which deprives a franchisee of rights and protections provided in this act. This shall not preclude a franchisee, after entering into a franchise agreement, from settling any and all claims.
(c) A provision that permits a franchisor to terminate a franchise prior to the expiration of its term except for good cause. Good cause shall include the failure of the franchisee to comply with any lawful provision of the franchise agreement and to cure such failure after being given written notice thereof and a reasonable opportunity, which in no event need be more than thirty (30) days, to cure each failure.
(d) A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or other means for the fair market value at the time of expiration of the franchisee’s inventory, supplies, equipment, fixtures, and furnishings. Personalized materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of the franchised business are not subject to compensation. This subsection applies only if: (i) the term of the franchise is less than five (5) years; and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype, advertising, or other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does not receive at least six (6) months notice of franchisor’s intent not to renew the franchise.
(e) A provision that permits the franchisor to refuse to renew a franchise on terms generally available to other franchisees of the same class or type under similar circumstances. This section does not require a renewal provision.
(f) A provision requiring that arbitration or litigation be conducted outside of Michigan. This shall not preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state.
(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise, except for good cause. This subdivision does not prevent a franchisor from exercising a right of first refusal to purchase the franchise. Good cause shall include, but is not limited to:
(i) The failure of the proposed transferee to meet the franchisor’s then current reasonable qualification or standards.
(ii) The fact that the proposed transferee is a competitor of the franchisor or sub- franchisor.
(iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations.

(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer.
(h) A provision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor. This subdivision does not prohibit a provision that grants to a franchisor a right of first refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets, nor does this subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in the subdivision.
(i) A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been made for providing the required contractual services.
The fact that there is a notice of this offering on file with the attorney general does not constitute approval, recommendation, or endorsement by the attorney general.
Any questions regarding this notice should be directed to the Attorney General’s Department for the State of Michigan, Consumer Protection Division, Franchise Section, 670 Law Building, 525 W. Ottawa Street, Lansing, Michigan 48913, (517) 373-7117.

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TABLE OF CONTENTS

Item 1 THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS, AND AFFILIATES................ 1 Item 2 BUSINESS EXPERIENCE................................................................................................................... 2 Item 3 LITIGATION ........................................................................................................................................ 3 Item 4 BANKRUPTCY ..................................................................................................................................... 3 Item 5 INITIAL FEES ...................................................................................................................................... 3 Item 6 OTHER FEES........................................................................................................................................ 4 Item 7 ESTIMATED INITIAL INVESTMENT ........................................................................................... 7 Item 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ............................................ 9 Item 9 FRANCHISEE’S OBLIGATIONS .................................................................................................... 12 Item 10 FINANCING ...................................................................................................................................... 13 Item 11 FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND
TRAINING ................................................................................................................................................ 14 Item 12 TERRITORY ..................................................................................................................................... 20 Item 13 TRADEMARKS ................................................................................................................................ 22 Item 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ....................................... 24 Item 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE
BUSINESS ................................................................................................................................................. 25 Item 16 RESTRICTIONS ON WHA T THE FRANCHISEE MA Y SELL ................................................ 25 Item 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.......................... 26 Item 18 PUBLIC FIGURES ........................................................................................................................... 30 Item 19 FINANCIAL PERFORMANCE REPRESENTATIONS.............................................................. 31 Item 20 OUTLETS AND FRANCHISEE INFORMATION....................................................................... 31 Item 21 FINANCIAL STATEMENTS .......................................................................................................... 33 Item 22 CONTRACTS .................................................................................................................................... 33 Item 23 RECEIPTS ......................................................................................................................................... 33
Exhibits

List of State Agencies/Agents for Service of Process
Franchise Agreement
Operations Manual T able of Contents
Financial Statements
Franchise Disclosure Document Receipts

ITEM 1
THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS, AND AFFILIATES
To simplify the language in this disclosure document, “we”, “us,” or “our” means Glo Patrol, LLC, the franchisor. “You” or “your” means the individual, corporation, partnership, limited liability company, or other entity who buys the franchise. If you are a corporation, partnership, limited liability company or other entity, “you” also includes your owners, members, or partners.
The Franchisor and its Affiliates
We are a Minnesota limited liability company that was formed on August 20, 2013. Our principal business address is 8868 Springwood Drive, Woodbury, MN 55125. We do business under the name “GloPatrolSM,” and other trademarks designated by us (the “Marks”).
We have not previously offered franchises in any other line of business. In addition to franchising, we do provide spray tanning services under the Marks.
We do not have any parent company. We do not have any predecessors. We do not have any affiliates that offer franchises in any line of business or provide products or services to our franchisees.
The Franchise
We offer franchises for the use of our Marks for the operation of businesses selling mobile sunless spray tan services, including spray tan services and after care product sales under the GLOPATROLSM-Marks (“GloPatrol Businesses”). Each GloPatrol Business will operate using only one spray gun. If you want more than one spray gun, you must purchase more than one GloPatrol Business and sign more than one franchise agreement with us. We do not promise that you will later be able to purchase additional spray guns or additional Glo Patrol Businesses within your Area of Operations, as availability within your Area of Operations will be subject to our saturation policy.
The franchise is operated under a business format per a system, including our valuable know-how, information, trade secrets, training methods, Operations Manual, standards, designs, methods of trademark usage, copyrights, sources and specifications, confidential electronic and other communications, methods of Internet usage, marketing programs, and research and development connected with the operation and promotion of GloPatrol Businesses (“System”). We reserve the right to change or otherwise modify the System at any time at our sole discretion.
Each GloPatrol Business will typically be conducted through a mobile business operated with required equipment, conducted within a defined Area of Operations. You must operate your GloPatrol Business (the “Franchised Business”) following our standard business operating practices and sign our standard franchise agreement (“Franchise Agreement”). Your Franchised Business must offer the services and products we authorize and require you to offer. We reserve the right to add, modify, or delete any services or products that you must offer or sell at your Franchised Business at any time upon written notice to you in our sole discretion. You must also obtain all necessary permits, licenses and approvals to operate your Franchised Business.

Market and Competition
GloPatrol Businesses sell mobile sunless spray tan services, including spray tan services and after care product sales. The market for spray tan services is competitive and well-developed, although the market for mobile sunless tanning is considerably less developed. The market can be seasonal, depending on where your Franchised Business is located. You will have to compete with franchised operations, national chains and independently owned companies providing similar services, including stationary tanning salons. You may also encounter competition from other GloPatrol Businesses.
Changes in local and national economic conditions and population density affect this industry and are generally difficult to predict. You will face other business risks that could have an adverse effect on your business, including pricing policies of competitors, changes to laws or regulations, changes in supply and demand, regional or national economic health, neighborhood demographic and traffic patterns, new technologies, and competition that provides related products.
Industry-Specific Regulations
We are not aware of any laws or regulations that apply to businesses in the sunless tanning industry specifically, but regulations do vary from state to state and locality to locality. Some jurisdictions have passed laws that require businesses to pay their employees a higher minimum wage than what is required under federal law, which laws may disproportionately affect franchised businesses.
You must investigate and comply with all applicable laws and regulations. You alone are responsible for complying with all applicable laws and regulations despite any advice or information that we may give you.
Agents for Service of Process
Our agents for service of process are listed on Exhibit A to this Disclosure Document.
ITEM 2 BUSINESS EXPERIENCE
Paul Heiting, President and Chief Executive Officer
Paul is our President and CEO. He has held this position since our formation on August 20, 2013. Paul co-owned Pacific Tan Co. in Maple Grove, MN between March 2011 and August 2014, and Bella Tan in Vadnais Heights, MN between February 2013 and November 2014. In addition, Paul is and has been Vice President of Business Development and an employee benefits consultant for Health Insurance Consultants in Eagan, MN, (since July 2012) and a Sales Representative/Marketing Services Consultant for Sexton Printing in St. Paul, MN, (since July 1997).
Michelle Heiting, Vice President and Training Director
Michelle is our VP and Training Director. She has held this position since the formation of GloPatrol on August 20, 2013. Michelle also co-owned Pacific Tan Co. in Maple Grove, MN between March 2011 and August 2014, and Bella Tan in Vadnais Heights, MN between February 2013 and November 2014, two brick-and-mortar tanning salons which included sunless tanning services.

Jeff Nelson, Chief Marketing Officer
Jeff is our Chief Marketing Officer. He has performed this role since the formation of GloPatrol on August 20, 2013. Since December 2008, Jeff also has held the position of Vice President of Marketing and Business Development for Sexton Printing and its creative group in St. Paul, MN.
Other than the individuals listed above, no other persons have management or sales responsibility for our franchising business.
ITEM 3 LITIGA TION
No litigation is required to be disclosed in this Item.
ITEM 4 BANKRUPTCY
No bankruptcy information is required to be disclosed in this Item.
ITEM 5 INITIAL FEES
Initial Franchise Fee
You must pay us an initial franchise fee when you sign the Franchise Agreement. Our standard initial franchise fee is currently $8,500. Payment is due in full when the Franchise Agreement is signed, unless it is financed as described below and in Item 10. If you pay the entire fee in cash when you sign the Franchise Agreement, we will discount the Initial Franchise Fee to $7,500.
If you are a business owner who can demonstrate that you are currently operating, and have for at least six (6) months have operated, a tanning salon or spray tan business prior to signing the Franchise Agreement and you will be converting that business to a GloPatrol Business (a “Conversion Franchisee”), your initial franchise fee will be $5,000, and must be paid in a lump sum.
The initial franchise fee is fully earned by us when you sign the Franchise Agreement for the franchise being purchased. The initial franchise fee is not refundable under any circumstances, except that, if we determine in our sole discretion, based on your performance in the Initial Training Program, that you are not qualified to operate a GloPatrol Business, we have the right to terminate the Franchise Agreement. If we exercise that right, we will refund to you half of the initial franchise fee you paid us.
If we have agreed to finance a portion of your initial franchise fee and you do not complete the initial training program to our satisfaction or obtain all necessary licenses, we will retain all payments made by you towards the initial franchise fee, which we will consider fully earned. However, your obligation to make additional payments to us towards the initial franchise fee will be cancelled.

Additional Spray Guns
You may only use one spray gun per GloPatrol Business. If you want to use more than one spray gun within your Area of Operations, you must purchase an additional GloPatrol Business, and sign an additional franchise agreement, for each additional spray gun you wish to use within your Area of Operations. If you choose to purchase more than one franchise at the same time, you must pay us an additional initial franchise fee of $5,000 for each additional franchise that you purchase. We do not promise that you will later be able to purchase additional spray guns or additional Glo Patrol Businesses within your Area of Operations, as availability within your Area of Operations will be subject to our saturation policy. We will not offer financing for additional spray gun and franchise purchases.
Initial Equipment Fee
You must pay us, or our approved vendor (which may include an affiliate of ours) an initial GloPatrol equipment package for each Franchise Agreement you sign with us (which will include the spray gun you will use in your Glo Patrol Business). The price of the initial equipment package will be between $2,000 and $5,000, depending on: a) the current pricing available from our vendor; and b) your choice of equipment and package.
Business Launch Advertising
You will be required to spend between $1,000 and $2,500 on business launch advertising, marketing and promotions within your Area of Operations. We have the right to collect this amount from you prior to your opening so that we can conduct business launch advertising, marketing and promotions on your behalf.
These initial fees are uniform to all franchisees under this offering.
ITEM 6 OTHER FEES1

Type of Fee	Amount	Due Date	Remarks
Royalty	During your first six months of operation, $50 per month. After your first six months of operation, $150 per month.	Payable monthly on the fifth calendar day of the month, or at a different frequency specified in the Operations Manual (or otherwise in writing)	This is a flat fee during the Term, and is not based on your revenues.
Brand Fund Fee	$50 per month.	Payable monthly on the fifth calendar day of the month, or at a different frequency specified in the Operations Manual (or otherwise in writing)	This is a flat fee during the Term, and is not based on your revenues.

Type of Fee	Amount	Due Date	Remarks
Technology Fee	$50 per month.	Payable monthly, on the fifth calendar day of the month.	We use this fee to offset the expenses incurred by us in providing to you certain technology products. We may increase this fee no more frequently than annually to reflect our actual cost of providing technology products to you.
Inventory	Current preferred vendor rates, as published by us or our vendors in the Manual or otherwise.	Prior to delivery by wire or check.	We have the right to require you to purchase your inventory from us or our affiliates.
Additional Initial Training	$500 per attendee, per day for each person attending training plus your and their travel, lodging and meal expenses.	Two weeks prior to training	You must pay for your replacement Manager to attend the Initial Training Program only if you ask us (and we agree) to conduct the program during a time we have not previously scheduled it, or if you ask us (and we agree) to conduct additional training for your and your employees.
Costs and attorneys’ fees (Note 2)	Will vary under circumstances	Upon settlement or conclusion of a claim or action, or in resolution of our efforts to collect past-due fees from you.	Due when you do not comply with the Franchise Agreement
Interest	1.5% of the delinquent amount or the highest rate permitted by law, whichever is less.	Payable when any payment is overdue.	Payable only if you do not pay your bills on time. Interest begins from the date of underpayment.
Late or Dishonored Payment Fee	$100 for each late and/or dishonored payment.	Payable when any payment you owe us is overdue.	Payable only if you do not pay your bills on time, and/or if any check, electronic payment or other payment you tender to us is not honored for any reason.
Insurance	Our cost of premiums, plus an administrative fee equal to 20% of the cost of the premiums.	Upon demand	Payable only if you fail to maintain required insur- ance coverage and we elect to obtain coverage for you.
Transfer Fee	$1,000.	Date that we approve transfer.	Applicable only if you choose to transfer your Franchise Agreement. Our consent is required for any transfer.

Type of Fee	Amount	Due Date	Remarks
Successor Franchise Fee	$1,000.	Upon signing your successor franchise agreement	Payable only if you wish to obtain the right to continue operating as our franchisee after the end of our initial franchise term
Mystery Shop Fee	Then-current fee charged by mystery shop company ($150 currently)	Upon invoice	In the event we establish a system-wide mystery shop program, we can require you to pay this amount to reimburse us for the costs we incur.
Indemnification	Will vary under circumstances	As incurred	Payable to indemnify us, our affiliates and owners, officers, employees, agents, successors, and assigns against all claims etc. related to your ownership and operation of the Franchised Business.
Liquidated Damages	See Note 3.	Within ten (10) days of the early termination of your franchise.	Due only if we terminate the Franchise Agreement before the end of the term because of your material breach, or you terminate the Franchise Agreement without legal cause.

1. All fees paid to us are uniform and non-refundable under any circumstances once paid. Fees paid to vendors or other suppliers may or may not be refundable depending on the vendors and suppliers. All fees listed in this Item 6 are uniformly imposed by us as to all franchisees.
All fees or money that you owe to us or our affiliates must be paid by electronic funds transfer or other electronic payment no later than on the date they are due.
2. If we prevail in any action against you to secure or protect our rights under the Franchise Agreement, or to enforce the terms of the Franchise Agreement, we will be entitled to recover from you reasonable attorneys’ fees, experts’ fees, court costs and all other expenses of litigation.
In addition, if we become a party to any action or proceeding concerning the Franchise Agreement, or any agreement between us and you, or the Franchised Business, as a result of any claimed or actual act, error or omission of you or the Franchised Business, then you will be liable for our reasonable attorneys’ fees, expert fees, and court costs and travel and lodging costs and all other expenses incurred by us in the action or proceeding.
If we terminate the Franchise Agreement for your default, or if you terminate the Franchise Agreement through agreement with us, you must pay us all our expenses from your default or termination, including reasonable attorneys’ and experts’ fees and the future royalties that we anticipate losing because of the early termination of your Franchise Agreement. If we hire a collection agency or an attorney to collect from you money that is past due, we are entitled to reimbursement from you for all costs and expenses that we incur in doing so, including reasonable attorneys’ fees.

3. Liquidated damages are determined by multiplying two hundred dollars ($200) by the greater of: (i) twenty-four (24), or (ii) the number of full months remaining in the Term. The present value of the total, calculated at a discount rate of eight percent (8%), assuming that you pay us this amount within ten (10) days of your termination date, will be our liquidated damages.
ITEM 7
ESTIMATED INITIAL INVESTMENT YOUR ESTIMATED INITIAL INVESTMENT

Investment	Amount- Range Estimated	Method of Payment	When Payable	To Whom Payment is Made
Initial Franchise Fee	$5,000 to $8,500	Lump Sum	Upon signing of the Franchise Agreement	Us
Travel and Living Expenses while Training	$250 to $1,500	As Incurred	As Agreed	Outside Suppliers
Point of Sale Equipment (Note 1)	$0 to $1,000	As Incurred	As Agreed	Outside Suppliers
Sunless Equipment (Notes 2 and 3)	$2,000 to $5,000	As Incurred	As Agreed	Outside Suppliers
Grand Opening Advertising	$1,000 to $2,500	As Incurred	As Agreed	Us or Outside Suppliers
Additional Funds—(first three months) (Note 4)	$250 to $2,000	As Incurred	As Agreed	Outside Suppliers and Employees
Legal & Accounting (Note 5)	$0 to $2,500	As Incurred	As Agreed	Outside Suppliers
Licenses and Permits	$0 to $1,000	As Incurred	As Agreed	State or municipality
Insurance (Note 6)	$500 to $1,500	As Incurred	When Payable	Outside Suppliers
TOTAL ESTIMATED INITIAL INVESTMENT (NOTE 7)	$9,000 to $25,500	As Incurred	As Agreed with each Supplier	Us and other Approved Outside Suppliers, States or Municipalities and miscellaneous vendors

(Please see Notes below, which are an integral part of this Item)
These estimated initial expenses are our best estimate of the costs you may incur in establishing and operating your Franchised Business. We offer financing only for a portion of the Initial Franchise Fee (see Item 10). We do not offer financing directly or indirectly for any other part of the initial investment. The availability and terms of financing from third parties depend on many factors, including the availability The availability and terms of financing from third parties depend on many factors, including the availability of financing generally, your creditworthiness and collateral, and the lending policies of financial institutions from which you request a loan.
The factors underlying our estimates may vary depending on a number of variables, and the actual investment you make in developing and opening your GloPatrol Business may be greater or less than the estimates given depending upon the location of your franchise, and current relevant market conditions. The initial franchise fee is not refundable under any circumstances. We do not know whether any of the money you pay to third parties will be refundable.

1. Point of Sale Equipment. You will be required to purchase your own mobile device (smart phone, iPad, or otherwise) to handle mobile credit card processing and transactions. You are also responsible for setting up and activating at your expense a business merchant account, payment gateway and card reader for your mobile device.
2. Sunless Equipment. You will be required to purchase your sunless equipment from our approved vendor. The price of the initial equipment package will be between $2,000 and $5,000, depending on: a) the current pricing available from our vendor; and b) your choice of equipment and package.
3. Initial Inventory. You must purchase your initial inventory from suppliers approved by us, but you we have negotiated for you an initial marketplace credit with our supplier, which we expect that you will use for an initial supply of sunless tanning solutions and other inventory items. However, this free initial supply of inventory is subject to our preferred supplier maintaining our agreement with them. In the event at the time of opening your franchise our agreement with our preferred supplier is no longer in force, you may be required to purchase an initial supply of inventory, which could cost up to $1,000. Once your initial supply of inventory is exhausted, you will be required to continue purchasing and maintain an adequate supply of inventory for your business from our preferred supplier.
We expect that the initial marketplace credit we have negotiated for you will allow you to obtain enough inventory to last you at least three months.
4. Additional Funds. Additional funds is an estimate of the funds needed to cover pre- and post- opening expenses including transportation costs, sales taxes, dues (including dues for belonging to such entities as Better Business Bureau, and Chamber of Commerce; you may choose to affiliate with other trade associations as you desire), and additional operating capital for other variable costs (e.g., electricity, telephone, Internet service, Internet setup, etc.), paper, cleaning, cellular telephones, and other supplies. Additional funds are also an estimate of the monies you will need on hand during the initial phase of Business operations. This estimate assumes that you will be working full-time in your GloPatrol Business, and do not include owner compensation or return on investment.
5. Professional Fees. You are not required to use any professionals. Because of the variability of professional fees, this is, at best, an estimate. You may need an attorney to assist and advise you in setting up your business organization and reviewing contract documents. This estimate does not include any ongoing needs for legal services in connection with relationships with customers or vendors. Depending upon your experience and staffing, you may also need accounting services, which might be extra.
6. Insurance. You must purchase insurance as specified by us, in minimum amounts of coverage as specified by us. You must use an insurance carrier that has been approved by us. We may increase your insurance requirements during the term of the Franchise Agreement, and you must comply with the new requirements. This amount should cover the initial semi-annual payment for general business liability insurance and workers’ compensation insurance. The exact dollar amount of your insurance payment will be determined by the geographic location of the GloPatrol Business and the number of employees you are covering.
7. Figures May Vary. This Estimated Initial Investment Item 7 includes our estimates of your initial startup expenses and funds for additional inventory and additional funds for the operation of your Franchised Business. These expenses include payroll costs. These figures are estimates and we cannot guarantee that you will not have additional expenses starting your Franchised Business. Your costs will depend on factors such as: how closely you follow our methods and procedures; your management skill, experience and business acumen; local economic conditions; the local market demand for your product; the prevailing wage rate; competition; and the sales level reached during the initial period. You should

conduct your own independent investigation of the costs of opening a mobile sunless tanning business in the geographic area in which you intend to open the Franchised Business. Additional funds for the operation of the Franchised Business will be required after the first three months of operation if sales produced by the Franchised Business are not sufficient to produce positive cash flow. You should also review the figures listed in this Estimated Initial Investment Item 7 carefully with a business advisor before making any decision to purchase a GloPatrol Business.
In compiling this chart, we relied on the experience of our affiliate as the owner and operator of a spray tan business similar to the franchise being offered to you.
ITEM 8
RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
Standards and Specifications
You must establish and operate your GloPatrol Business in compliance with your Franchise Agreement and the standards and specifications contained in the confidential operations manual (“Operations Manual”) loaned to you by us. We will communicate our standards and specifications to you in writing through the Operations Manual.
In order to maintain our standards of consistent, high quality products and services, customer recognition, advertising support, value and uniformity in GloPatrol Businesses, you must purchase all of your required inventory, goods, equipment, supplies, forms, products, services, and advertising materials used in or sold through your GloPatrol Business, per our specifications and standards, only from us, our affiliate(s), or our approved or designated suppliers and distributors.
If we do not authorize a product, service, or supplier, you are prohibited from using it in your GloPatrol Business. It is a material breach of your Franchise Agreement if you buy products, equipment, supplies, inventory, goods or services from anyone other than our designated or approved suppliers and distributors (which may include us or our affiliates) without our prior written approval.
We formulate and modify our standards and specifications based on the market for mobile sunless tanning businesses in general, as well as competitive and economic conditions, based on the experience of our affiliate’s operation of a GloPatrol Business. We do not provide any material benefits to you based upon your use of approved suppliers.
Supplier Approvals
If you want to purchase or lease any products, equipment, supplies, forms, marketing, supplies, advertising or services from a supplier, other than from us or our authorized supplier, you must first notify us and obtain our written approval. You may not contract with an alternative supplier unless and until we approve that supplier. We will provide you with our specifications and standards for approval. We will review your request and we will respond to you in writing (typically by e-mail) regarding our approval or disapproval of the alternative supplier within 30 days after we have had the opportunity to test the item or supplier. We have no obligation to approve any request for a new supplier, product, or service, but we will not unreasonably withhold our approval. We will not charge you any fee for reviewing any new supplier, product, or service you propose to us.
Each request for approval must be in writing and contain the product’s or service’s name, manufacturer and supplier, along with its specifications, cost and uses. We may require you to submit to us sufficient

specifications, photographs, drawings or other information and samples to determine whether those items meet our specifications. We may also require that our representatives be allowed to inspect the facilities of the proposed supplier or manufacturer. In those situations, we will advise you of any delay and the approximate time for notification of authorization or rejection of the request.
If a product or service is accepted, we will include it in our authorized supplier list and make it available to all of our franchisees. Supplier approval might be temporary until we evaluate the supplier in more detail. We have no obligation to approve any request for a new supplier, product, or service.
If the supplier proposed by you meets our criteria, we will permit you to contract with that approved supplier. We reserve the right to re-inspect the facilities and to retest the product of any approved supplier and to revoke any approval if the supplier fails to continue to meet our high standards. Our approval will be revoked if we determine, in our reasonable discretion, that an approved supplier has not continued to meet our standards. In that case, we will inform you in writing of our decision to revoke our approval, and you will be required to cease contracting with that supplier immediately after your receipt of our notice of revocation.
We do not make our criteria for selecting approved suppliers available to our franchisees, nor do we make our specifications known to suppliers. We do not issue specifications and standards to franchisees or approved suppliers. Supplier approval might depend on product quality, delivery frequency and reliability, service standards, financial capability, customer relations, concentration of purchases with limited suppliers to obtain better prices and service, and/or a supplier’s willingness to pay us or our affiliates for the right to do business with our System.
In evaluating an exclusive supplier, we may take into account, among other things, the uniqueness of the product; the projected price and required volume of the product; the investment required and the ability of the supplier to meet the required quality and quantity of the product; the availability of qualified, alternative suppliers; the duration of the exclusivity; and the desirability of competitive bidding.
Required Purchases Or Leases
Inventory and Equipment
Generally, you must purchase all of your inventory items from suppliers approved by us, which may include us or our affiliate(s). We or our affiliate(s) may be the only approved suppliers of inventory for GloPatrol Businesses. A list of the materials that you can, or will be required to, purchase from suppliers approved by us, and the names of those approved suppliers, will be listed in our Operations Manual (or otherwise in writing). We reserve the right to be the only approved suppliers of inventory items, but presently, we are not the only approved supplier of inventory items.
You must purchase all of your equipment from suppliers approved by us, which may include us or our affiliate(s). Currently, however, we or our affiliate(s) are not approved suppliers or the only approved suppliers of equipment for your GloPatrol Business.
Insurance
The Franchise Agreement requires you to furnish to us copies of all insurance policies required by the Franchise Agreement, or such other evidence of insurance coverage and payment of premiums as we request or permit. Insurance coverage must meet our minimum requirements. Premiums depend on the insurance carrier’s charges, terms of payment, and your history. All insurance policies must name us as

an additional insured party. We are not an approved supplier or the only approved supplier of the required insurance policies.
You must obtain and maintain, at your own expense, the insurance coverage that we periodically require, and satisfy other insurance-related obligations. You must buy insurance only from carriers rated A-VIII or better by A.M. Best and Company, Inc. or a similar reporting company if such rating is unavailable in your area (or similar criteria as we periodically specify).
We may periodically increase the amounts of coverage required under these insurance policies and/or require different or additional insurance coverage to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards, changing economic conditions, or other relevant changes in circumstances. All insurance policies you purchase must name us and any affiliate we designate as additional insureds, and provide for 30 days’ prior written notice to us of a policy’s material modification or cancellation. If you fail to obtain or maintain the insurance we specify, we may (but need not) obtain the insurance for you and the Franchised Business on your behalf. The cost of your premiums will depend on the insurance carrier’s charges, terms of payment, and your insurance and payment histories.
You must purchase and maintain throughout the term of the Franchise Agreement comprehensive general liability insurance for the franchised business the following coverages:

“all risk” property insurance coverage for assets of the GloPatrol Business;
workers’ compensation insurance and employer liability coverage in the amount required by state
law;
comprehensive general liability insurance with a minimum liability coverage of $1,000,000 per occurrence or higher if your state law requires;
automobile liability insurance of $250,000 per person, $1,000,000 per accident, and $100,000 property damage for any vehicles used in the operation of the Franchised Business, or higher if your state law requires.
Computer System
We may require you to license from us or our designated suppliers or distributors proprietary computer programs and related materials developed for use in the operation of the GloPatrol Business (“Software”). We also may require you to purchase computer systems from our designated suppliers. The computer equipment must be connected to the Internet, which will facilitate our communications with you. Upgrades to the software may be required periodically.
You must lease or purchase all computers, network equipment and software (including a Point of Sale (“POS System”) and related equipment in accordance within our approved standards. The POS System presently consists of a smartphone, tablet, or other Internet-enabled mobile device, with our approved mobile payment software. The supplier for the mobile payment software may charge a monthly subscription fee for the software. We reserve the right to be the only approved suppliers of the POS System and the Software, but presently, we are not a supplier or the only approved supplier of the POS System or the Software. We will not require you to enter into any hardware maintenance contract.

Proportion of Required Purchases and Leases to All Purchases and Leases
We estimate that the purchase of goods, services, supplies, equipment, inventory, computer hardware and software, or comparable items related to establishing or operating the GloPatrol Business, from us or our designated or approved suppliers and distributors, or those meeting our standards and specifications, will be between 40% and 65% of your total cost to establish a GloPatrol Business and between 10% and 30% of your total cost of operating a GloPatrol Business (not including amortization, depreciation, or replacement of worn or obsolete equipment).
Purchasing Cooperatives, Purchasing Arrangements, Rebates, and Payments
We do not have purchasing and distribution co-operatives as of the issuance date of this Franchise Disclosure Document; however, we may negotiate alternative purchase arrangements with suppliers and distributors of approved products for the benefit of our franchisees and we reserve the right to receive rebates on volume discounts from our purchase of products that we may re-sell to you. We reserve the right to negotiate prices in the future for various products for the benefit of the System, but not on behalf of or for the specific benefit of individual franchisees, but we currently do not do so.
We reserve the right to derive revenue from our arrangements with certain approved suppliers, but as of the issuance date of this Franchise Disclosure Document, we have not yet derived revenue from our arrangement with any approved supplier. There are no caps or limitations on the maximum amount of payments we may receive from our suppliers as the result of franchisee purchases.
We reserve the right to derive revenue from required purchases or leases by franchisees, but we have not yet derived any revenue from those purchases or leases, so we are unable to disclose the precise basis by which we will or may derive that consideration. Some of our officers own an equity interest in us (the franchisor) and our affiliates, and we may be an approved supplier.
We do not provide material benefits, such as renewing or granting additional franchises to franchisees, based on their use of designated or approved suppliers.
ITEM 9 FRANCHISEE’S OBLIGATIONS FRANCHISEE’S OBLIGATIONS
This table lists your principal obligations under the franchise agreement and other agreements. It will help you find more detailed information about your obligations in these agreements and in other items of this disclosure document.

	Obligation	Section In Franchise Agreement	Item In FDD
a	Site Selection & Acquisition/Lease	Not Applicable.	Not Applicable.
b	Pre-Opening Purchase/Leases	Sections 3.1 and 9.3	Items 5, 7, 8, and 11
c	Site Development & Other Pre-Opening Requirements	Section 3.1	Items 7, 8, and 11
d	Initial & Ongoing Training	Section 10.1, 10.2, and 10.3	Items 6, 7, and 11

	Obligation	Section In Franchise Agreement	Item In FDD
e	Opening	Section 3.2	Item 11
f	Fees	Article 6	Items 5, 6, and 7
g	Compliance With Standards And Policies/Performance Manual	Articles 7, 8, and 9	Items 8 and 11
h	Trademarks & Proprietary Information	Articles 7 & 16	Items 11, 13, 14, and 16
i	Restrictions On Products/Services Offered	Sections 9.1, 9.2, 9.3 9.10, 9.13 & 9.14	Items 8, 11, 12, and 16
j	Warranty & Customer Service Requirements	Section 9.9	Item 11
k	Territorial Development & Sales Quotas	Not applicable	Not applicable
I	Ongoing Product/Service Purchases	Section 9.1 & 9.3	Items 6 and 8
m	Maintenance, Appearance And Remodeling Requirements	Sections 9.6 & 9.8	Items 8, 11, 16, and 17
n	Insurance	Section 14.2	Items 7 and 8
o	Advertising	Article 8	Items 6, 7, 8, and 11
p	Indemnification	Section 14.1	Item 6
q	Owner's Participation, Management, Staffing	Section 9.1, 9.7	Items 11 and 15
r	Records and Reports	Sections 6.5, 9.8 and Article 11	Item 11
s	Inspections And Audits	Article 12	Items 6 and 11
t	Transfer	Article 15	Item 17
u	Renewal	Section 5.2	Item 17
v	Post-Termination Obligations	Articles 16 & 18	Item 17
w	Non-Competition Covenants	Article 16, Addendum 6, and Addendum 8	Items 15 and 17
x	Dispute Resolution	Article 19	Item 17
y	Other	Not Applicable	Not Applicable

ITEM 10
FINANCING
If you elect to finance it through us, the Initial Franchise Fee will be $8,500. In order to assist credit- worthy franchisees in the purchase of the business, we will finance $5,750. The financed amount will be evidenced by a Promissory Note and is payable over a 24-month period in equal monthly installments.

If we offer, and you accept, the opportunity to finance a portion of the Initial Franchise Fee, we will require you to pay us a down payment, upon signing the Franchise Agreement, of $2,750. We will also require you to sign a Promissory Note with us, which is attached to the Franchise Agreement as “Exhibit 7.” You will be required to pay the balance in equal monthly installments, with the first payment due on the first day of the first month after you sign the Franchise Agreement. Successive installments will be due on the first day of each following month, and the final payment will be due on the first day of the twenty-fifth month after you sign the Promissory Note. The total of all such monthly payments will be $5,750.
Although the amount financed will result in your payment to us of a higher Initial Franchise Fee than you would pay if you do not elect to finance, we will not charge interest on the Promissory Note except in the event that you default in your payment obligations to us. Each installment payment will be due on the last day of each month. If you do not make the installment payment on or before the sixth day of each month, you will be considered in default of your Promissory Note. If you default, we will have the right to accelerate the full balance of the Promissory Note, and we will charge default interest at the rate of 18% per year on the unpaid remaining balance under the Promissory Note, but in no circumstances will the default interest rate exceed the maximum amount allowed by state law. Your failure to make timely payments under the Promissory Note will also be considered a default of the Franchise Agreement, allowing us to terminate the Franchise Agreement if your default remains uncured. You must also pay all costs of collecting the amount due under the Promissory Note, including attorney fees.
The Promissory Note must be signed by you and personally guaranteed by your owners (if you are a legal entity). The Promissory Note requires you to waive defenses against us or our assignee, including presentment, demand, presentment for payment, notice of dishonor, protest, notice of protest and any other notices of any kind of nature.
It is not our practice or intent to sell, assign, or discount to a third party all or part of the Promissory Note to a third party, although we have the right to do so under the terms of the Promissory Note.
If we have agreed to finance a portion of your Initial Fee and you do not complete the initial training program to our satisfaction or obtain all necessary licenses, we will retain all payments made by you towards the Initial Fee, which we will consider fully earned. However, your obligation to make additional payments to us towards the Initial Fee will be cancelled.
We do not receive consideration for arranging any other type of financing from any other source.
Other than the initial franchise fee financing stated above, neither we nor any of our affiliates offer, directly or indirectly, any arrangements for financing your initial investment or any other aspects of your GloPatrol Business. We will not guarantee your indebtedness, lease or other obligations.
ITEM 11
FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING
Except as listed below, Glo Patrol, LLC is not required to provide you with any assistance.
Pre-Opening Assistance. Prior to the opening of your GloPatrol Business, we will provide the following initial services:
1. Grant you a franchise to operate a GloPatrol Business (Franchise Agreement, Article 2)

2. Communicate with you and the approved supplier for the equipment for your GloPatrol Business regarding our specifications for the equipment of your GloPatrol Business. We do not provide the equipment or other items directly, but instead require you to purchase them through our approved supplier. We do not deliver these items for you. (Franchise Agreement, Article 3)
3. Before the opening of your GloPatrol Business, you are required to attend an introductory orientation and training program in Minneapolis, Minnesota, or other designated location (the “Initial Training Program”) on the operation of a GloPatrol Business. We describe the Initial Training Program later in this Item. (Franchise Agreement, Article 10)
4. Loan to you during the term of the Franchise Agreement one copy of the Operations Manual. We describe the Operations Manual later in this Item. (Franchise Agreement, Article 9)
5. Provide you with specifications and a list of products for your initial inventory order. (Franchise Agreement, Article 9)
Site Selection
Because GloPatrol Businesses are entirely mobile, we do not anticipate that you will operate your Franchised Business from any physical location (other than managing your Franchised Business from your home office). We do not select any location of your Franchised Business. We do not own any premises or lease them to you. (Franchise Agreement, Article 3).
Time to Open.
We estimate that there will be an interval of time of 30 to 90 days between the execution of the Franchise Agreement and the opening of your GloPatrol Business. The factors that may affect this length of time include completing vehicle graphics, time for obtaining local licenses, weather conditions, training, obtaining marketing materials, materials shortages, hiring as needed, obtaining financing arrangements, and delayed shipping of equipment. You must open your GloPatrol Business within 90 days of signing the Franchise Agreement. (Franchise Agreement, Article 3).
Post-Opening Obligations. During the operation of your GloPatrol Business, we will:
1. Make a representative reasonably available to speak with you by telephone during normal business hours. (Franchise Agreement, Article 10)
2. Provide you with specifications and standards, and provide general guidance. (Franchise Agreement, Article 10);
3. To the extent permitted by applicable law, set actual, minimum, or maximum retail prices for products or services that you sell at or from your Franchised Business. We will communicate pricing to you through the Manual or otherwise in writing. (Franchise Agreement, Article 9).
4. Sell you products or communicate with approved suppliers about selling products to you. (Franchise Agreement, Article 9).
Post-Opening Optional Assistance. During the operation of your GloPatrol Business, we may:
5. Advise you of operating problems found with your GloPatrol Business by disclosing them through reports submitted to or inspections made by us. We may furnish to you such guidance and

assistance in connection with the operation of your GloPatrol Business as we deem appropriate. Guidance may be provided in the form of intranet communications and periodic telephone communications or scheduled visits. Additional guidance and assistance may be made available to you at your written request and in our sole discretion. (Franchise Agreement, Articles 10 and 13)
6. Institute, maintain and administer a central advertising account (the “Brand Fund”) for such advertising or public relations programs, as we, in our sole discretion, may deem appropriate to promote GloPatrol Businesses locally, regionally, or nationally. We describe the Brand Fund later in this Item. (Franchise Agreement, Article 8)
7. Provide periodic training programs regarding our latest products, techniques, methods, or processes. We have the right to charge you a fee of up to $500 per attendee, per day, to attend. You will be responsible for paying the living and travel expenses of you and those of your personnel who attend training. (Franchise Agreement, Article 10)
8. After the opening of your GloPatrol Business, conduct annual, semi-annual, or quarterly meetings at locations designated by us. You will not be required to attend these meetings, or pay any fee to attend; however, you will be responsible for costs associated with attending the meetings such as travel, lodging and meals if you do choose to attend. (Franchise Agreement, Article 9).
9. Coordinate the presence of the System on the Internet, including but not limited to e-commerce, web site use, social media and networking sites, and cyberspace applications. This includes all national, regional, state, and local websites regarding GloPatrol Businesses and our franchisees. We will have sole discretion and control over the design and contents of any website. If we operate such a website, the website will include a section that provides the address and telephone number of your GloPatrol Business, except that we reserve the right to de-list or remove your GloPatrol Business from the website if you are not in compliance with the terms of the Franchise Agreement. We also have the right to control all use of social media (including social networking sites like Facebook, Google, Twitter, LinkedIn, Yelp, and others) by you that mentions or uses the Marks. (Franchise Agreement, Article 7).
10. We are responsible for all product research and development, on which you may provide input and recommendations. We may periodically make changes to the services or products that we authorize and require you to sell at your GloPatrol Business. (Franchise Agreement, Section 9.3)
Advertising
The Brand Fund
We will maintain and administer a central advertising account (“The Brand Fund”) for such advertising or public relations programs, as we, in our sole discretion, may deem appropriate to promote the Marks system-wide. We will direct all such programs, and will have sole discretion over the creative concepts, materials, and endorsements and media used in such programs, and the placement or allocation of such programs. We reserve the right to determine in our sole discretion the composition of all geographic territories and market areas for the implementation and development of such programs (Franchise Agreement, Article 8).
You will be required to contribute those amounts to be designated from time to time by us in our sole discretion. The amount you are required to contribute will not be more than $50 per month. All amounts due are payable monthly, for as long as the Brand Fund remains in operation. GloPatrol Businesses owned by us will also be required to participate in the Brand Fund in the same manner as all of our franchisees.

The Brand Fund will not be used for advertising or promotion whose sole purpose is to solicit the sale of franchises. However, as noted above, we may allocate a reasonable amount of the Brand Fund toward the cost of our website’s maintenance and further development, and a portion of the website may relate to our franchise opportunity. We also reserve the right to include a notation in any advertisement indicating “Franchises Available,” or words to that effect.
The Brand Fund will be accounted for separately from our other fees and will not be used to defray any of our general operating expenses, except for such reasonable salaries, administrative costs, travel expenses and overhead as we may incur in activities related to the administration of the Brand Fund and its programs, including conducting market research, preparing advertising, promotion and marketing materials and collecting and accounting for contributions to the Brand Fund.
The media in which advertisements may be disseminated include direct mail, print ads, radio and television and may be conducted on a regional or national basis. We may spend, on behalf of the Brand Fund, in any fiscal year, an amount greater or less than the aggregate contribution of all GloPatrol Businesses in that year, and the Brand Fund may borrow from us or others to cover deficits or invest any surplus for future use. We may use Brand Fund monies to reimburse us for our personnel and other administrative and overhead costs associated with providing these services, except that we will not use more than twenty percent (20%) of the Brand Fund for purely administrative expenses. All interest earned on monies contributed to the Brand Fund will be used to pay advertising costs before other assets of the Brand Fund are expended. Fund contributions are not used to sell additional franchises. We will prepare an annual un-audited statement of monies collected and costs incurred by the Brand Fund and furnish it to you upon written request.
Neither we, nor the Brand Fund, undertake any obligation to ensure that expenditures by the Brand Fund affecting any geographic area are proportionate or equivalent to contributions to the Brand Fund by GloPatrol Businesses operating in such geographic area, or that you or your GloPatrol Business will benefit directly or in proportion to your contribution to the Brand Fund. Neither we, nor the Brand Fund, will be liable to you with respect to the maintenance, direction, or administration of the Brand Fund, including without limitation, with respect to contributions, expenditures, investments or borrowings, except for acts constituting willful misconduct.
The advertising requirements are uniform to all franchisees and are not refundable. The advertising fees collected by us are not collected on behalf of any third parties, except to the extent such fees are imposed on behalf of third party advertising agencies, media sources and other sources of advertising selected in accordance with the Franchise Agreement.
The fees collected by the Brand Fund, and any earnings on the fees, are not and will not be an asset of any franchisee or us. If and when the Brand Fund is established and activated, all GloPatrol Businesses owned by us must contribute to the Brand Fund in the same proportion as all Franchisees. (Franchise Agreement, Sections 6 and 9).
We do not have an advertising council comprised of franchisees, but we reserve the right to create one.
Local Advertising.
All of your advertising, promotion, and marketing must be completely clear, factual, and not misleading, and must conform to both the highest standards of ethical advertising and marketing and the advertising and marketing policies that we periodically require. Before you use them, you must send us or our designated agency for review samples of all advertising, promotional, and marketing materials that we have not prepared or previously approved. If you do not receive written disapproval within fifteen (15)

days after we receive the materials, they are deemed to be disapproved. You may not use any advertising, promotional, or marketing materials that we have not approved or have disapproved.
We suggest, but do not require you, to spend 2% of your Gross Revenue each month on local advertising, following our guidelines. (Franchise Agreement, Article 8)
Cooperatives
You will not be required to participate in any advertising cooperatives.
Other Advertising Funds
You will not be required to participate in any advertising fund other than the funds we describe above.
Computer System.
You must obtain and use in your GloPatrol Business a smartphone or mobile tablet-based POS System. You will use the POS System to accept payments from your customers. You will also use the POS System to interface with our website and on-line booking system.
We estimate that the purchase price of the POS System (a smartphone or tablet with a data plan) will be between $250 and $1,000. You may also be required to pay a monthly fee to a third party supplier for the use of the payment software.
Neither we, nor any affiliate or third party, will be obligated to provide ongoing maintenance, repairs, upgrades or updates for the POS System. We will not require you to purchase a maintenance, repair, upgrade or update service contract for the POS System. We expect that the annual cost of a maintenance or repair contract would be around $200.
We reserve the right to require you to upgrade or update the POS System at any time. There are no contractual limitations on the frequency and cost of this obligation. We need not reimburse you for any of these costs. We or our affiliates may condition any license of proprietary software to you, or your use of technology that we or our affiliates develop and maintain, on your signing of a software license agreement or similar document that we or our affiliates prescribe to regulate your use of, and our and your respective rights concerning, the software or technology.
You are required to use the POS System (and our on-line booking system) to book all appointments and record all sales at your GloPatrol Business, and we will have the unlimited right to independently access all of the information that is generate or stored on your POS System and our on-line booking system. There are no limitations on the type of information we can access, or the times or frequency of when we access such information. No compatible equivalent component or program has been approved by us. (Franchise Agreement, Article 11).
Operations Manual.
We will loan you one copy of the Operations Manual after you sign the Franchise Agreement. You must comply with all policies and procedures in the Operations Manual. We may modify them at any time. You must keep the Operations Manual confidential and current, and may not copy any part of the Operations Manual The total number of pages is 100. The number of pages devoted to each topic is reflected in the Table of Contents. We will notify you if there are any changes made to the policies or procedures so that you can comply. You must update your copy of the Operations Manual, as instructed

by us. We disclose the Table of Contents to the Operations Manual as Exhibit C to this Franchise Disclosure Document. (Franchise Agreement, Article 9).
Initial Training Program and Ongoing Training
The Initial Training Program typically lasts for two days.
You must attend training within sixty (60) days of the date that you sign a franchise agreement with us, absent any extensions that are requested by you and agreed to by us in writing. You must attend the Initial Training Program at a time that we have scheduled for these classes to occur. We expect that we will hold classes once or twice monthly, but the frequency will be based on demand. The classes will be held in the Minneapolis, Minnesota metropolitan area.
The Initial Training Program is free of charge to you, except that you are responsible for costs associated with attending the program such as travel, lodging and meals (we will provide dinner on the first day and lunch on the second day). Training is mandatory for you and your Manager (Franchise Agreement, Article 10).
You must complete the training program to our reasonable satisfaction, as determined by the specific program instructors listed in the training schedule below. If we permit you to operate your GloPatrol Business through a Manager (and do not require you to be active full time in the business), and we determine that any Manager proposed by you is not qualified to manage your GloPatrol Business, we will notify you, and you may then select and enroll a substitute Manager in such training program. If, during the Initial Training Program, we determine, in our sole discretion, that you (or your managing partner or shareholder) are not qualified to manage a GloPatrol Business, we have the right to terminate the Franchise Agreement. If we have agreed to finance a portion of your initial franchise fee and you do not complete the initial training program to our satisfaction or obtain all necessary licenses, we will retain all payments made by you towards the initial franchise fee, which we will consider fully earned. However, your obligation to make additional payments to us towards the initial franchise fee will be cancelled. If you paid us the full initial franchise fee in cash, we will refund half of it to you.
We plan to provide the training listed in the table below. The hours presented for each subject are estimates, as our training program continues to evolve. This training schedule is fully detailed in the Operations Manual and will change from time to time (Franchise Agreement, Article 10).

TRAINING PROGRAMSUBJECT	HOURS OF CLASSROOM TRAINING	HOURS OF ON THE JOB TRAINING	LOCATION
Welcome Dinner	4	0	Minneapolis, MN
Introductions – GloPatrol Primary Contacts	0.25	0
Glo Patrol System and Market Positioning	0.75	0
Equipment, Products, and Purchasing	1.5	0
Hands-On Training	3.0	0
Marketing and Promotions	1.0	0
Online Appointment Technology	0.5	0
Franchise Operations Q&A	0.5	0
Financial Obligations Q&A	0.5	0
T otals	12	0

The instructional materials used for all topics of training will consist of the Operations Manual.
Paul Heiting, our President and Chief Executive Officer, is a trainer for all training topics. Paul is the visionary behind GloPatrol, identifying an unfulfilled demand for personalized, mobile tanning services and recognizing a social/political environment which may eventually eliminate UV tanning competition. His experience in the tanning industry comes from being a co-owner of two brick & mortar tanning salons. As a person who likes to be in control of his own destiny, Paul stresses simplicity in the GloPatrol franchise model—setting limited requirements and providing convenient marketing tools—to help each GloPatrol realize success in their own way. Paul has an uncanny talent for finding new profit opportunities and will be on the lookout for ways that GloPatrols can enhance their bottom lines.
Michelle Heiting, our Vice President and Training Director, is a trainer for the equipment and hands-on segments of GloPatrol training. She earned her airbrush tanning certification several years ago after discovering the benefits of sunless tanning and the unprecedented advances in technologies. Experienced as a co-owner of two brick & mortar tanning salons, Michelle has thousands of custom tanning sessions under her belt. She also has been very resourceful in her approach to building mobile tanning businesses—incorporating in-home sessions, event exhibits, on-location wedding parties, dance teams, and exercise facility relationships into her business model (just to name a few). When you have questions about real-world mobile tanning success, Michelle’s the person to ask.
Jeff Nelson, our Chief Marketing Officer, is a trainer for all training topics. With more than 20 years of experience implementing marketing strategies, he has held vice president of marketing positions with companies that included business-to-business, consumer, retail, service, and manufacturing operations. For half of his career, Jeff served as a marketing resource to help a nationwide network of licensed organizations with their local publicity efforts. He will be instrumental in developing GloPatrol marketing programs and materials to leverage the ever-changing promotional landscape, including online content, social media, print advertising, direct mail, exhibit opportunities, broadcast media, outdoor advertising, and vehicle graphics.
We may provide you with periodic training programs regarding our latest products, techniques, methods, or processes, at your request. We will charge you a fee of up to $500 per attendee, per day, to attend. If you replace your Manager, your replacement Manager must attend and pass the Initial Training Program. If your Manager attends the Initial Training Program at a time that we have previously scheduled, we will not charge a fee for attendance. If you request this training at a time that we have not previously scheduled it, we will charge you a fee of up to $500 per attendee, per day. You will be responsible for paying the living and travel expenses of you and those of your personnel who attend any of these training programs.
ITEM 12
TERRITORY
You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control.
The franchise that we grant to you will not be for a specific location, but instead will be for the right to operate a single GloPatrol Business within a specific geographic area (the “Area of Operations”). You and we will mutually select, define and agree upon your Area of Operations before you sign the Franchise Agreement. An Area of Operations will typically be co-extensive with a Metropolitan Statistical Area, plus fifty (50) miles, as that term is defined by the U.S. Department of Commerce Office of Management

and Budget, but in some instances the Area of Operations may be defined differently than a Metropolitan Statistical Area, plus fifty (50) miles.
Your Area of Operations will be described on Addendum 1 to your Franchise Agreement. We will not establish, or license or permit any third party to establish, more than 1 GloPatrol Business for every 100,000 people in population within your Area of Operations. In determining the total population within your Area of Operations, we generally consult the United States Census estimate, available via the Internet website located at quickfacts.census.gov.
Your Area of Operations will not be altered if there is a population increase or decrease. It will also not be affected by your sales volume, as there is no minimum sales quota.
We and our affiliates retain all rights with respect to GloPatrol Businesses, the Marks, the sale of similar or dissimilar products and services, and any other activities we deem appropriate whenever and wherever we desire. This includes, but is not limited to, the following rights described below, subject only to our promise that we will not establish more than 1 GloPatrol Business per 100,000 people in population within the Area of Operations:

(1) The right to establish or operate or license any other person or entity to establish fixed- location businesses, mobile businesses, or Internet websites under the Marks, inside or outside of your Area of Operations.
(2) The right to establish or operate or license any other person or entity to establish fixed- location businesses, mobile businesses, or Internet websites under trademarks or names other than the Marks, which are not GloPatrol Businesses, inside or outside of your Area of Operations.
(3) The right to provide, offer and sell and to grant others the right to provide, offer and sell goods that are identical or similar to and/or competitive with those provided at GloPatrol Businesses, whether identified by the Marks or other trademarks or service marks, through similar or dissimilar channels of distribution (including retail stores, the Internet, and electronic media) both inside and outside your Area of Operations and on any terms and conditions we deem appropriate.
(4) The right to operate, and to grant others the right to operate GloPatrol Businesses located anywhere inside or outside your Area of Operations under any terms and conditions we deem appropriate and regardless of proximity to your GloPatrol Business.
(5) The right to acquire the assets or ownership interests of one or more businesses providing products and services similar to those provided at GloPatrol Businesses, and franchising, licensing or creating similar arrangements with respect to these businesses once acquired, wherever these businesses (or the franchisees or licenses of these businesses) are located or operating (including in your Area of Operations).
(6) The right to be acquired (whether through acquisition of assets, ownership interests or otherwise, regardless of the form of transaction), by a business providing products and services similar to those provided at GloPatrol Businesses, or by another business, even if such business operates, franchises, and/or licenses competitive businesses within your Area of Operations.

We are not required to pay you if we exercise any of the rights specified above within your Area of Operations.
On renewal, acquiring a successor franchise, or transferring your franchise, your Area of Operations may be modified, and we may change our standards for granting or establishing GloPatrol Businesses within your Area of Operations. Depending on the then-current demographics of the Area of Operations, and on our then-current standards for territories, we may require you or the transferee to agree to a higher penetration of GloPatrol Businesses within your Area of Operations.
You will not be permitted to offer services or sell products outside of your Area of Operations.
You are not allowed to construct or otherwise operate your Franchised Business from any fixed location inside or outside of your Area of Operations without our written permission, which we may withhold for any reason. You may not use other channels of distribution, such as the Internet, catalog sales, telemarketing, or other direct marketing, to make sales outside of your Area of Operations.
You are not permitted to have an individual website for your GloPatrol Business, but you will be required to use our website and micro-site that we create for your GloPatrol Business. You may choose to promote your business via alternate on-line strategies consistent with our on-line policy. Our on-line policy may restrict you from using any on-line promotional strategies whatsoever, and is subject to any and all modifications or restrictions as we decide in our sole and absolute discretion.
We do not customarily grant to franchise owners options, rights of first refusal or similar rights to acquire additional franchises, although we do retain the right to do so within our sole discretion. In order to acquire the right to open additional individual franchises under the marks and the system in areas contiguous or noncontiguous to your territory, you must apply to us, obtain our approval, pay the required fees as determined by us, and execute a new franchise agreement for each location you desire to open. There is no guarantee that any particular area will be available to you at the time of your application or that you will be able to obtain our approval. You do not have the right to open in any other Area of Operations without a franchise agreement. The franchise agreement that you will sign at the time of application for a new Area of Operations may differ substantially from the franchise agreement that you will execute for your first GloPatrol Business, including, without limitation, a smaller Area of Operations, a higher initial fee, and a higher royalty fee.
Although we and our affiliates have the right to do so (as described above), neither we nor our affiliates have operated or franchised, and have no plans to operate or franchise, other businesses selling or leasing similar products or services under different trademarks. If we or our affiliates purchase, merge, acquire, are acquired by or affiliate with an existing competitive franchise network, chain or any other business, then we or our affiliates will have the right to operate, franchise or license those businesses and/or facilities under marks different than the Marks in your Area of Operations.
ITEM 13
TRADEMARKS
Under the Franchise Agreement, we grant you the nonexclusive right to use our Marks in connection with the operation of your GloPatrol Business. You may also use our other current or future trademarks to operate the GloPatrol Business. Where indicated below, we have applied to register on the Principal Register of the U.S. Patent and Trademark Office ("USPTO"), or claim common law rights in, the following marks:

Trademark	Application Number Application Date	Registration Number Registration Date	International Class of Goods
GLOPATROL (Standard Character Mark)	86387569 September 7, 2014		044
(Logo Mark)	[Common Law Mark]

We have filed all required affidavits relating to the registered Mark shown above.
There are no currently effective agreements significantly limit our rights to use or license the use of the Marks. There are presently no effective determinations by the United States Patent and Trademark Office, the Trademark Trial And Appeal Board, the Trademark Administrator of any state or any court, nor any pending interference, opposition or cancellation proceeding or material litigation involving the Marks.
You will have the right to use all of our Marks in the operation of your GloPatrol Business. However, you must use the Marks only for the operation of your GloPatrol Business and in the manner authorized by us. You can not use the names or Marks as part of a corporate name or with modifying words, designs or symbols except for those which we license to you. You may not use our Marks in connection with the sale of unauthorized goods or services, or in a manner not authorized in writing by us.
We have no agreements that limit our right to use or license our Marks in any manner. We are unaware of any infringing uses that could materially affect your use of our trademark.
You must notify us immediately in writing of any apparent infringement or challenge to your use of our trademarks. We have the sole discretion to take such action as we deem appropriate. We are not obligated by the Franchise Agreement or other agreement to participate in your defense or to indemnify you if you are a party to any administrative or judicial proceeding involving our Marks.
You may not, without our written consent, in our sole discretion, commence or prosecute, or seek leave to intervene in any litigation or other proceeding, including any arbitration proceeding, in which you purport to enforce any right or recover any element of damage arising from the use or infringement of any of the Marks or unfair competition resulting from that use.
If it becomes advisable at any time, in our sole discretion, to modify or discontinue use of any Marks, and/or use one or more additional or substitute trademarks or service marks, you must comply with our directions for such modification, discontinuance, or substitution within a reasonable time after you receive notice from us. You, in connection with the use of a new or modified mark, may be required, at your own expense, to remove existing signs from your GloPatrol Business, and to purchase and install new signs. We do not have to reimburse you for the costs you incur for making these changes.

ITEM 14
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
Patents and Copyrights
No patents are material to the franchise.
W e claim copyright protection of the Manuals and related materials and other brand identity/marketing/advertisement/promotional materials, although such materials may not have been registered with the United States Copyright Office. These materials are considered proprietary and confidential and are considered our property and may be used by you only as provided in the Franchise Agreement. We reserve the right to register any of our copyrighted materials at any time we deem appropriate.
There currently are no effective determinations of the Copyright Office (Library of Congress), or any court regarding any of the copyrighted materials. There are no agreements in effect that significantly limit our right to use or license the copyrighted materials. There are no infringing uses actually known to us, which could materially affect your use of the copyrighted materials in any state. We are not required by any agreement to protect or defend any patent, trademark, or copyright.
Improvements
If you or your employees make or acquire any improvements, including any enhancements, adaptations, derivative works, modifications or new processes (“Improvements”) in the operation of your GloPatrol Business, you will grant-back exclusive rights in these Improvements to us in consideration of the grant of the franchise and without the payment of additional consideration. Improvements will be deemed to be our sole and exclusive property, part of the System, and works made-for-hire for us. To the extent that any item does not qualify as a “work-made-for-hire” for us, you assign ownership of that item, and all related rights to that item, to us and must take whatever action (including signing assignment or other documents) we request to show our ownership or to help us obtain intellectual property rights to the item.
We may include any Improvements we made or acquired in the System, including any and all intellectual property rights of ours and affiliate or services and products of the GloPatrol Business, Operations Manual and the System for use by all franchisees, us or any affiliate. If we seek patent protection or copyright registration for any Improvements, we will do so at our own expense. You will sign or have the creator sign all documents necessary to enable us to apply for intellectual property rights protection and to secure all rights to these Improvements. You will have each of your employees sign an agreement requiring employee cooperation with these requirements. You must obtain our express written consent before making the modification or derivative work.
Confidential Information
We possess certain confidential information including the methods, techniques, formats, specifications, procedures, information, systems and knowledge of and experience in the operation and franchising of the System (the “Confidential Information”). We will disclose certain of the Confidential Information to you during the training programs, seminars and conventions, in the Operations Manual and in guidance furnished to you during the term of the Franchise Agreement.
The Franchise Agreement provides that you will not acquire any interest in the Confidential Information other than the right to utilize it in the development and operation of a GloPatrol Business during the term

of the Franchise Agreement, and that the use or duplication of the Confidential Information in any other business would constitute unfair competition. You also agree that the Confidential Information is proprietary to us and is disclosed to you solely on the condition that you (1) will not use the Confidential Information in any other business or capacity; (2) will maintain the absolute confidentiality of the Confidential Information during and after the term of the Franchise Agreement; (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written form; and (4) will adopt and implement all reasonable procedures required by us to prevent unauthorized use or disclosure of the Confidential Information, including without limitation, restrictions on disclosure of Confidential Information to employees of your GloPatrol Business.
The Operations Manual will at all times remain our property exclusively. We may revise the Operations Manual, and you must comply with each new or changed standard, although these new and changed standards will not materially affect your rights and responsibilities under the Franchise Agreement.
ITEM 15
OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS
Your Franchised Business must at all times be under you or your Manager’s direct, day-to-day, full-time supervision. If you are a legal entity, you must have a Manager that is approved by us. Your Manager will be required to attend and successfully complete our Initial Training Program. If your Manager is unable to complete (or pass) our initial training program, we will require you to designate an alternative manager that must attend and pass the Initial Training Program. You or your Manager must use his or her best efforts in the operation of your GloPatrol Business. We do not require that your Manager own an equity interest in your legal entity or your Franchised Business.
If you are a legal entity, then all your directors, members, partners, and/or officers and any individual that owns an interest in you or the Franchise Agreement must sign a guarantee agreement assuming and agreeing to be personally responsible for all of the obligations of the Franchise Agreement, and agree to be bound by the confidentiality provisions and non-competition provisions of the Franchise Agreement and agree to certain restrictions on their ownership interests. The required Guaranty of Obligations is attached to the Franchise Agreement (Exhibit B to this Franchise Disclosure Document) as Addendum 2.
You must take all necessary precautions to ensure that the persons listed in the Franchise Agreement as owners of an equity interest, and any representatives and beneficial owners of the Franchise Agreement, and Managers sign the Confidentiality/Non Competition Agreement (Addendum 6 to the Franchise Agreement), and you must forward a copy of these signed agreements to us. You also must ensure that any of your employees that have access to our trade secrets and confidential information each sign the Confidentiality Agreement (Addendum 8 to the Franchise Agreement).
ITEM 16
RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
You are required to offer for sale only products and services that have been approved and specified by us in the Operations Manual and any updates that are incorporated in the Operations Manual from time to time. You may not offer for sale any products or services not specifically approved by us in writing and you may not use your GloPatrol Business premises for any other purpose than the operation of a GloPatrol Business and the sale of products or services approved by us. You must offer any products

and/or services that we designate as required products and/or required services in the Operations Manual. There are no limits on our ability to make changes to the products or services we require you to sell.
You may not sell products through other channels of distribution such as wholesale, Internet or mail order sales. You may not establish an account or participate in any social networking sites (including, without limitation, Facebook, Google, Twitter or any other social or professional networking site or blog) or mention or discuss the franchise, us or any of our affiliates, without our prior written consent and as subject to our on-line policy. Our on-line policy will not prohibit you from any use of the Marks in social networking sites or other on-line use, but you will be required to follow our rules when using these sites. Otherwise, we place no restrictions upon your ability to serve customers provided you do so within your Area of Operations in accordance with our policies.
To the extent permitted by applicable law, we have the right to set actual, minimum, or maximum retail prices for products or services that you sell at or from your GloPatrol Business. We will communicate pricing to you through the Manual or otherwise in writing.
ITEM 17
RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
THE FRANCHISE RELATIONSHIP
This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this disclosure document.

Provision	Section in Franchise Agreement	Summary
a. Length of the franchise term	Section 5.1	Agreement starts the on Effective Date and ends 5 years later.
b. Renewal or extension of the term	Section 5.2	You are permitted to acquire a successor franchise for three 5-year terms if you meet the requirements listed in Section 5.2 of the Franchise Agreement
c. Requirements for franchisee to renew or extend	Section 5.2	6 month advance written notice to acquire successor franchise; meet then-current standards for a new franchisee; sign most current form of Franchise Agreement; prove that you have all required licenses; complete any refresher training course we require; not be in default of any of your obligations under the Franchise Agreement, including obligation to be current in payment of all monetary obligations to us, and not have committed two or more breaches of the Franchise Agreement during any 12-month period during the term; pay our successor franchise fee. If you seek to acquire a successor franchise at the expiration of the initial term or any renewal term, you may be asked to sign a new franchise agreement that contains terms and conditions materially different from those in your previous franchise agreement, such as higher or different fee requirements, and a smaller Area of Operations.

Provision	Section in Franchise Agreement	Summary
d. Termination by franchisee	Section 17.6	You may terminate the Franchise Agreement by notice to us if we fail to perform material obligations. You must give us notice, and 90 days to cure or commence a cure.
e. Termination by franchisor without cause	Not applicable.	Not applicable.
f. Termination by franchisor with cause	Section 17.1 – 17.3	We can terminate the Agreement by notice to you, with or without a cure period, if you breach a material provision of the Franchise Agreement.
g. “Cause” defined - curable defaults	Section 17.2	Except as described in (h), you have 7 days after notice to cure breaches relating to your: (a) failure to obtain or maintain required insurance coverage; (b) failure to pay any amounts due to us; (c) failure to pay any amounts due to your trade creditors (unless such amount is subject to a bona fide dispute); (d) failure to pay any amounts for which we have advanced funds for or on your behalf, or upon which we are acting as guarantor of your obligations; (e) Violation of any provision of the Franchise Agreement concerning the use and protection of the Marks or Confidential Information. (f) owners being engaged in a dispute with one another (deadlock) that materially affects the operation of the Franchised Business, which dispute or deadlock remains unresolved after the expiration of the 10-day cure period. (g) failure of you or your employees to obtain and maintain any permit or license necessary for the operation of the Franchised Business; or (h) you fail to resolve Customer complaints and/or disputes to our reasonable satisfaction. You will have 30 days after notice to cure any breaches of the Franchise Agreement not listed in Sections 17.1 or 17.2
h. “Cause” defined – non- curable defaults	Section 17.1	You will not have an opportunity to cure defaults, and we are entitled to terminate the Franchise Agreement upon notice, if you: (a) abandon your GloPatrol Business or fail to keep operating it for a period of five (5) consecutive days, unless it is for a reason beyond your control; (b) are adjudicated bankrupt or insolvent, admit to an inability to meet financial obligations as they become due, or make a disposition for the benefit of your creditors; (c) have your assets seized, foreclosed, or taken over; (d) or any of your managers, officers, members, directors, or owners engage in conduct that is reasonably likely to have an adverse effect or reflect unfavorably on the Franchised Business, us, the System, GloPatrol Businesses generally, the Marks, or the goodwill associated with them;

Provision	Section in Franchise Agreement	Summary
		(e) make an unauthorized transfer of the business; (f) fail to comply with any material federal, state, or local law or regulation applicable to the operation of your GloPatrol Business; (g) Make any material misrepresentations relating to your acquisition of the franchise or in connection with the operation of the franchise including any intentional understatement of revenue or failure to report revenue; (h) Violate any covenant not to compete or relating to confidential information; (i) If any property of your GloPatrol Business is sold after levy by any sheriff, marshal, or constable against your interest in such property; (j) you receive from us 3 or more notices of default under the Franchise Agreement within a 12 month period regardless of whether you cured those defaults; (k) you or any of your owners, officers, directors, managers, members, agents, or employees make any misrepresentation relating to, or violate, the United States’ laws against terrorism; (l) Challenge the validity of, materially misuse, or make any unauthorized disclosure, use, or duplication of our Confidential Information. (m) Fail to allow us to inspect your Franchised Business. (n) Interfere or attempt to interfere with our actual or prospective contractual relations with suppliers, other GloPatrol Businesses, employees, advertising agencies or any third parties. (o) Sell or offer to sell any unapproved product, service, or program, or do not sell the products and services that we require you to sell and offer.
i. Franchisee’s obligations on termination/non-renewal	Article 18	Upon termination you must cease operating as a GloPatrol Business, pay all sums due us, cease to use the Marks, assign the lease to us at our request, cancel any fictitious name which contains the Marks, turn over all Operations Manuals, records, files and any materials relating to the operation of your GloPatrol Business, cancel or transfer all telephone numbers and directory listings to us, comply with all covenants, and pay us liquidated damages.
j. Assignment of contract by franchisor	Section 15.1	We may transfer all or any part of the System, the Franchise Agreement, or the Marks without your consent.
k. “Transfer” by franchisee – defined	Section 15.2	Includes transfer of contract, your GloPatrol Business, assets, or ownership change
l. Franchisor approval of transfer by franchisee	Section 15.3	You cannot transfer the Franchise Agreement without our consent.
m. Conditions for franchisor approval of transfer	Section 15.3	We have the right to condition our approval of any transfer proposed by you upon the following: (a) You must be in full compliance with the Franchise Agreement

Provision	Section in Franchise Agreement	Summary
		and pay all outstanding fees owed to us or our its affiliates; (b) We must have declined our right of first refusal; (c) Your transferee must have been approved in writing by us and have completed the initial training program to our satisfaction; (d) Your transferee must execute our then-current form of franchise agreement, the term of which shall be altered so that the term will not be greater than the remaining term of your Franchise Agreement, or assume your Franchise Agreement (at our option); (e) You must pay us a transfer fee of $1,000; (f) You and your owners must execute a general release of all claims against us, our affiliates, and shareholders, officers, directors, employees, agents, successors, and assigns; (g) If any part of the sale price of the transferred interest is financed, you must agree that all obligations of the transferee under any promissory note, other payment agreement, or financing statement will be subordinate to the obligations of the transferee to pay the royalty and advertising fees, and other amounts due to us and our affiliates; (h) At your or transferee’s expense, upgrade, remodel, or replace the assets used by your GloPatrol Business, to conform our then-current standards and specifications for new franchisees; and (i) Prior to the date of transfer, your transferee must attend our Initial Training Program.
n. Franchisor’s right of first refusal to acquire franchisee's business	Section 15.4	You must give us written notice of intent to sell or otherwise transfer the Franchise Agreement. We have 30 days from the date that you give us written notice to determine whether we will exercise our right of first refusal. We can match any bona fide written offer for your GloPatrol Business.
o. Franchisor’s option to purchase franchisee's business	Section 18.6	At termination or expiration of the Franchise Agreement, we have the option to purchase your assets for fair market value. The fair market value will be determined by a qualified independent appraiser.
p. Death or disability of franchisee	Section 15.6	The deceased or mentally incapacitated person must designate a successor to his or her interest in the Franchised Business, which must be approved individual by us, within 6 months of death or incapacity. We have the right to approve all transfers.
q. Non-competition covenants during the term of the franchise	Section 16.3	You must not be in a competing business anywhere and must not attempt to divert customers of your GloPatrol Business to any competitive business. Unless we agree otherwise in writing, you may have no involvement in any business that: (i) sells or offers to dispense products the same as or similar to the type of products sold in GloPatrol Businesses (including but not limited to the Authorized Products); or (ii) sells or offers to sell services the same as or similar to the type of services sold in GloPatrol Businesses (including but not limited to the Authorized Services, other than a GloPatrol Business operated under a valid Franchise Agreement with us.

Provision	Section in Franchise Agreement	Summary
r. Non-competition covenants after the franchise is terminated or expires	Section 162.4	You will not engage in a competing business within your former Area of Operations, or within the area of operations of any GloPatrol Business, for a period of 2 years after your Franchise Agreement is terminated. Unless we agree otherwise in writing, you may have no involvement in any business that: (i) provides or offers to provide services the same as or similar to the type of services sold in GloPatrol Businesses; or (ii) sells or offers to dispense products the same as or similar to the type of products sold in GloPatrol Businesses. Except in the operation of a GloPatrol Business under a valid franchise agreement, you may not use our Trade Secrets in any business or other endeavor after your Franchise Agreement is terminated or expires. You must completely disassociate yourself from the Marks and return the Operations Manual and other confidential materials provided to you by us. You may not divert any business from us or seek to employ any of our employees or franchisees. You must also cancel or transfer all telephone numbers and directory listings to us.
s. Modification of the agreement	Section 20.3	Changes to the Franchise Agreement must be made in writing and agreed to by both parties.
t. Integration/merger clause	Section 20.12	Only the terms of the Franchise Agreement are binding (subject to state law). Nothing in the agreement or in any related agreement is intended to disclaim the representations we made in the Franchise Disclosure Document. Any representations or promises outside the Franchise Disclosure Document and Franchise Agreement may not be enforceable.
u. Dispute resolution by arbitration or mediation	Article 19	Subject to federal and your state’s law, all disputes, except as explicitly listed in the Franchise Agreement, must first be submitted to non-binding mediation in accordance with the commercial arbitration rules of the American Arbitration Association. If mediation is unsuccessful, a dispute must be submitted to litigation in Minneapolis, Minnesota.
v. Choice of forum	Section 19.8	Litigation must be in the courts of the state of Minnesota located in Minneapolis, and the United States District Court for the District of Minnesota (or in the courts closest to our headquarters) (subject to your state’s law; see any state-specific addendum attached in “Addendum 4.”)
w. Choice of law	Section 19.1	Federal law governs trademark issues. Minnesota law applies except where individual state laws supersede, as reflected in any state-specific attachment to the Franchise Agreement, subject to state law.

ITEM 18 PUBLIC FIGURES
We do not use any public figure to promote our franchise System.

ITEM 19
FINANCIAL PERFORMANCE REPRESENTATIONS
The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances.
We do not make any representations about a franchisee’s future financial performance or the past financial performance of company owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor’s management by contacting Paul Heiting at Glo Patrol, LLC, 8868 Springwood Drive, Woodbury, MN 55125, phone: 920-333-2456 or at paul@glopatrol.com, the Federal Trade Commission, and the appropriate state regulatory agencies.
ITEM 20
OUTLETS AND FRANCHISEE INFORMATION TABLE NO. 1.
Systemwide Outlet Summary for Years 2012 through 2014

Outlet Type	Y ear	Outlets at the Start of the Year	Outlets at the End of the Year	Net Change
Franchised	2012	0	0	0
	2013	0	0	0
	2014	0	0	0
Company- Owned	2012	0	0	0
	2013	0	0	0
	2014	0	0	0
Total Outlets	2012	0	0	0
	2013	0	0	0
	2014	0	0	0

TABLE NO. 2
Transfers of Outlets from Franchisees to New Owners (Other than Franchisor or an Affiliate) for Years 2012 through 2014
*As of the date of this Franchise Disclosure Document, we have not yet sold any franchises.

State	Y ear	Number of Transfers
T otal*	2012	0
	2013	0
	2014	0

TABLE NO. 3
Status of Franchised Outlets for Years 2012 through 2014
TABLE NO. 4
Status of Company-Owned Outlets for 2012 through 2014

State	Y ear	Outlets at Start of Y ear	Outlets Opened	Termin- ations	Non- Renewals	Reacquired by Franchisor	Ceased Operations - Other Reasons	Outlets at End of the Y ear
T otals	2012	0	0	0	0	0	0	0
	2013	0	0	0	0	0	0	0
	2014	0	0	0	0	0	0	0

State	Y ear	Outlets at Start of Y ear	Outlets Opened	Reacquired from Franchisees	Outlets Closed	Outlets Sold to Franchisees	Outlets at End of the Y ear
Minnesota	2012	0	0	0	0	0	0
	2013	0	0	0	0	0	0
	2014	0	0	0	0	0	0
T otals	2012	0	0	0	0	0	0
	2013	0	0	0	0	0	0
	2014	0	0	0	0	0	0

TABLE NO. 5
Projected Openings for the Upcoming Fiscal Year*
*The above figures are estimates only. These numbers may change significantly depending upon a number of factors, including the timing of various state registrations and the success of franchise marketing efforts.
No Franchisee had an agreement terminated, cancelled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under our Franchise Agreement during our most recently completed fiscal year, or has not communicated with us within 10 weeks of the date of this Disclosure Document. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system.
No Franchisees have signed a confidentiality clause in a Franchise Agreement, settlement agreement or other contract within the last three years that would restrict their ability to speak openly with you about their experience with us.
Franchisees Who Have Left the System No franchisees have left the System.

State	Franchised Agreements Signed But Not Opened	Projected New Franchised Outlets in the next Fiscal Y ear	Projected New Company-Owned Outlets in the Current Fiscal Year
California	0	1	0
Florida	0	1	0
Minnesota	0	1	0
T exas	0	1	0
T otals	0	4	0

We have not created, sponsored, or endorsed any trademark-specific organization of franchisees associated with our franchise system. No independent franchisee organizations have asked to be included in this disclosure document.
ITEM 21
FINANCIAL STATEMENTS
Attached to this FDD as Exhibit D are our audited financials dated January 20, 2014 for the year ended December 31, 2014.
The franchisor has not been in business for three years or more and cannot include all the financial statements required by the Rule for its last three fiscal years.
ITEM 22
CONTRACTS
The contracts following this Item 22 are listed in the order in which they appear as exhibits to this Franchise Disclosure Document. At this time, these are the only contracts that we expect that we will enter into with a franchisee in any state, although we reserve the right to enter into different types of contracts with its franchisees as its business develops. As a prospective franchisee, you should obtain independent legal and financial advice concerning this franchise offering as you deem appropriate before making any commitment.
Exhibit B to Disclosure Document: the Franchise Agreement
Addenda to Franchise Agreement:

Information Regarding You and the Franchised Business; Area of Operations
Personal Guarantee
Electronic Funds Transfer Authorization
State-Specific Addendum
Compliance Questionnaire
Confidentiality and Non-Compete Agreement
Promissory Note
Confidentiality Agreement
ITEM 23
RECEIP TS

Two copies of an acknowledgment of your receipt of this Franchise Disclosure Document are attached to this Franchise Disclosure Document as Exhibit E. Please complete both copies, detach and return the copy marked “Our Copy” to us and keep the other copy in the Franchise Disclosure Document for your own records.

GLOPATROL, INC.
EXHIBIT A
List of State Administrators and Agent for Service of Process

EXHIBIT A
LIST OF STATE AGENTS FOR THE SERVICE OF PROCESS AND STATE ADMINISTRATORS
The following is a list of state administrators and state agents for service of process responsible for registration and review of franchises. We may register in one or more of these states. If a state is not listed, we have not appointed an agent for service of process in that state in connection with the requirements of franchise laws. There may be states in addition to those listed above in which we have appointed an agent for service of process. There may also be additional agents appointed in some of the states listed.

State	Agents for Service of Process	Administrators
California	Commissioner, Department of Business Oversight: Los Angeles: 320 West 4th Street, Suite 750 Los Angeles, CA 90012-2344 San Diego: 1350 Front Street, Suite 2034 San Diego, CA 92101-3697 San Francisco: One Sansome Street, #600 San Francisco, CA 94104	Commissioner of the Department of Business Oversight Department of Business Oversight One Sansome Street, #600 San Francisco, CA 94104 (866) 275-2677
Connecticut	Connecticut Department of Banking 260 Constitution Plaza Hartford, CT 06103-1800 (860) 240-8230	Banking Commissioner 260 Constitution Plaza Hartford, CT 06103-1800 (860) 240-8230
Florida	Division of Consumer Services Attn: Business Opportunities Florida Department of Agriculture and Consumer Affairs Mayo Building Tallahassee, FL 32399-0800	Senior Consumer Complaint Analyst Florida Department of Agriculture and Consumer Affairs Mayo Building, Second Floor Tallahassee, FL 32399-0800 (850) 922-2966 or (850) 488-2221
Georgia	Office of the Governor Office of Consumer Affairs 2 Martin Luther King Jr. Drive SE Plaza Level – East Tower Atlanta, GA 30334	Office of Consumer Affairs 2 Martin Luther King Jr. Drive SE Plaza Level – East Tower Atlanta, GA 30334
Hawaii	Department of Commerce and Consumer Affairs Business Registration Division 1010 Richards Street Second Floor Honolulu, HI 96813 (808) 548-2021	Commissioner of Securities 1010 Richards Street Second Floor Honolulu, HI 96813 (808) 548-2021
Illinois	Illinois Attorney General Attorney General’s Office 500 South Second Street Springfield, IL 62706	Chief, Franchise Bureau Illinois Attorney General 500 South Second Street Springfield, IL 62706

State	Agents for Service of Process	Administrators
		(217) 782-4465
Indiana	Secretary of State Administrative Offices of the Secretary of State 201 State House Indianapolis, IN 46204	Chief Deputy Commissioner Securities Divisions 302 West Washington Street Room E-111 Indianapolis, Indiana 46204 (317) 232-6681
Iowa	Securities Division Lucas State Office Building Des Moines IA 50319	Director of Regulated Industries Unit Iowa Securities Bureau 340 East Maple Des Moines, IA 50319-0066 (515) 281-4441
Kentucky	Attorney General’s Office Consumer Protection Division Capital Building Frankfort, KY 40601-01875	Attorney General’s Office Consumer Protection Division Capital Building Frankfort, KY 40601-01875
Louisiana	[Not applicable]	Department of Justice Consumer Protection Office P.O. Box 94095 Baton Rouge, LA 70804-9095
Maine	[Not applicable]	Securities Division State House – Station 121 Augusta, ME 04333
Maryland	Maryland Securities Commissioner Securities Division 200 Saint Paul Place Baltimore, MD 21202-2020 (410) 576-6360	Office of the Attorney General Securities Division 200 St. Paul Place Baltimore, MD 21202 (410) 576-6360
Michigan	Michigan Department of Commerce Corporations and Securities Bureau 6546 Mercantile Way Lansing, MI 48909	Consumer Protection Division Antitrust and Franchising Unit Michigan Department of Attorney General 670 Law Building Lansing, MI 48913
Minnesota	Minnesota Commissioner of Commerce 85 7th Place East, Suite 500 St. Paul, MN 55101-2198 (651) 296-6328	Deputy Commissioner Minnesota Department of Commerce 85 7th Place East, Suite 500 St. Paul, MN 55101-2198 (651) 296-6328
Nebraska	[Not applicable]	Staff Attorney Department of Banking and Finance 1200 N. Street., Suite 311 PO Box 95006 Lincoln, NE 68509-5006 (402) 471-3445
New Hampshire	[Not applicable]	Office of the Attorney General Consumer Protection and Antitrust Bureau 25 Capitol Street

State	Agents for Service of Process	Administrators
		State House Annex Concord, NH 03301
New York	Secretary of State of the State of New Y ork 41 State Street Albany, NY 11231	Assistant Attorney General Bureau of Investor Protection and Securities 120 Broadway, 23rd Floor New York, NY 10271 (2102) 416-8211
North Carolina	Securities Division Room 302 300 North Salisbury Street Raleigh, NC 27611
North Dakota	North Dakota Securities Commissioner 5th Floor 600 East Boulevard Bismarck, ND 58505 (701) 328-4712	Franchise Examiner Office of Securities Commissioner 600 East Boulevard 5th Floor Bismarck, ND 58505 (701) 328-4712
Oklahoma	[Not applicable]	Oklahoma Department of Securities The Journal Record Building 621 N. Robinson Street Suite 400 Oklahoma City, OK 73102
Oregon	Director of Oregon Department of Insurance and Finance Corporate Securities Section Labor and Industries Building Salem, OR 97310 (503) 378-4387	Department of Consumer and Business Services Division of Finance and Corporate Securities Labor and Industries Building Salem, OR 97310 (503) 378-4387
Rhode Island	Director of Rhode Island Department of Business Regulation Division of Securities 233 Richmond Street, Suite 232 Providence, RI 02903 (401) 222-3048	Associate Director and Superintendent of Securities Securities Division 233 Richmond Street, Suite 232 Providence, RI 02903-4232 (401) 222-3048
South Carolina	Secretary of State Capitol Complex Brown Building 1205 Pendleton Street Room 510 Columbia, SC 29210	[Not applicable]
South Dakota	Director of South Dakota Division of Securities C/o 500 East Capitol Pierre, SD 57501 (605) 773-4823	Franchise Administrator Division of Securities C/o 118 West Capitol Pierre, SD 57501-3185 (605) 773-4013
T exas	[Not applicable]	Secretary of State Statutory Document Section P.O. Box 12887 Austin, TX 78711 (512) 475-1769
Utah	[Not applicable]	Consumer Protection Division Utah Department of Commerce

State	Agents for Service of Process	Administrators
		160 East 300 South P.O. Box 48504 Salt Lake City, UT 84145-0804 (801) 530-6601
Virginia	Clerk of the State Corporation Commission 1300 E. Main Street, 1st Floor Richmond, Virginia 23219 (804) 371-9733	State Corporation Commission Division of Securities and Retail Franchising 1300 E. Main Street, 9th Floor Richmond, Virgina 23219 (804) 371-9051
Washington	Director of Department of Financial Institutions Securities Division P.O. Box 9033 Olympia, WA 98507-9033 (360) 902-8760	Administrator Department of Financial Institutions Securities Division P.O. Box 9033 Olympia, WA 98507-9033 (360) 902-8760
Wisconsin	Commissioner of Securities 345 W. Washington Street, 4th Floor Madison, WI 53703	Division of Securities Department of Financial Institutions P.O. Box 1768 Madison, WI 53701
Federal Trade Commission		Franchise Rule Coordinator Division of Marketing Practices Bureau of Consumer Protection Pennsylvania Avenue at 6th Street NW Washington, DC 20580 (202) 326-3128

GLOPATROL, INC.
EXHIBIT B Franchise Agreement

FRANCHISE AGREEMENT BETWEEN
Glo Patrol, LLC 8868 Springwood Drive Woodbury, MN 55125
and

       __________________________
       __________________________
       __________________________

TABLE OF CONTENTS
1. YOUR COVENANTS, UNDERSTANDINGS, AND REPRESENTATIONS .................................................3 2. GRANT OF FRANCHISE...................................................................................................................................4 3. EQUIPPING THE FRANCHISED BUSINESS.................................................................................................5 4. AREA OF OPERATIONS....................................................................................................................................5 5. TERM; RIGHT TO ACQUIRE SUCCESSOR FRANCHISE.........................................................................6 6. PAYMENTS ..........................................................................................................................................................7 7. TRADEMARK STANDARD AND USE REQUIREMENTS...........................................................................9 8. ADVERTISING ..................................................................................................................................................10 9. OPERATION OF THE FRANCHISED BUSINESS ......................................................................................12 10. OPERATIONAL ASSISTANCE BY US.........................................................................................................16 11. USE OF TECHNOLOGY ................................................................................................................................17 12. AUDITS; INSPECTIONS................................................................................................................................18 13. YOUR OWNERS AND GUARANTORS; RELATIONSHIP BETWEEN THE PARTIES ......................19 14. INDEMNIFICATION; INSURANCE ............................................................................................................20 15. ASSIGNMENT .................................................................................................................................................22 16. COVENANTS REGARDING COMPETITION AND CONFIDENTIAL INFORMATION....................24 17. DEFAULT; TERMINATION ..........................................................................................................................25 18. POST TERMINATION OBLIGATIONS.......................................................................................................28 19. GOVERNING LA W; DISPUTE RESOLUTION .........................................................................................29 20. GENERAL PROVISIONS...............................................................................................................................31
APPENDIX Glossary of Terms
ADDENDA

Information Regarding You and the Franchised Business; Area of Operations
Personal Guarantee
Electronic Funds Transfer Authorization
State-Specific Addendum
Compliance Questionnaire
Confidentiality and Non-Compete Agreement
Promissory Note
Confidentiality Agreement

FRANCHISE AGREEMENT
This Franchise Agreement (“Agreement”) is entered into on the Effective Date between Glo Patrol, LLC, a company organized under the laws of Minnesota (“we,” “us,” or “our”), and the Person identified in Addendum 1 to this Agreement (“you” or “your”). Capitalized terms are used in this Agreement with the meanings assigned in the Glossary of Terms attached as the Appendix.
RECITALS

We own a System for the establishment and operation of GloPatrol Businesses;
We have the right to license the Marks and the System in connection with the operation of

GloPatrol Businesses; and
C. You want to obtain the rights to use the Marks and want to be assisted, trained, and licensed by us, as our franchisee, to use the System and the Marks in the operation of your Franchised Business, and we are willing to grant you such rights under the terms and conditions of this Agreement.
You and we therefore agree as follows:
1. YOUR COVENANTS, UNDERSTANDINGS, AND REPRESENTATIONS
You understand, represent to us, and agree to the following:
1.1. Success Depends Upon You. You are an independently owned and operated business whose success is dependent on your own efforts, those of your management and employees and business conditions in general.
1.2. System Modifications. We reserve the right to modify any aspect or element of the Trade Dress and/or the System. This includes, but is not limited to, our right to: (1) modify, change or abandon the strategy on which GloPatrol Businesses are currently based; (2) add or change the standards for customer service and products; and (3) require the use of new or different computer and communications equipment. Such changes will generally be communicated to you through the Manual. You will promptly accept and comply with any such addition, subtraction, revision, modification or change and make such reasonable expenditures as may be necessary to comply.
1.3. System Variations. Because complete uniformity under various market circumstances may not always be possible or desirable, we, in our discretion, reserve the absolute and exclusive right to vary the standards for any GloPatrol Business based upon the customs or circumstances of a particular market area, density of population, existing business practices or any condition that we deem to be of importance to the operation of such franchisee’s GloPatrol Business. Further, we, in our discretion, may enter into agreements with other Persons for the operation of other GloPatrol Businesses, which agreements may contain provisions that vary materially from this Agreement.
1.4. Independent Investigation. You have conducted your own investigation of all financial requirements, business and legal risks with respect to GloPatrol Businesses in general and operating the Franchised Business in particular. You have had the opportunity to read and review our Franchise Disclosure Document and this Agreement at least fourteen (14) calendar days before signing this Agreement, and to be advised by legal counsel or a personal advisor, or you have chosen not to do so without any influence by us.
1.5. No Representations Regarding Success or Profitability. Neither we, nor anyone acting on our behalf, have made any statements, representations, projections, forecasts, warranties or guarantees (express or implied,
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written or oral) to you, including any statements regarding the potential financial or business success of the Franchised Business or with respect to the Franchised Business’s Gross Revenue, income, profits, earnings or expenses, other than any such statements that are contained in our Franchise Disclosure Document. You have not relied upon any guarantee, warranty, projection, forecast or earnings claim, whether express, implied, purported or alleged, in entering into this Agreement, other than that contained in Item 19 of our Franchise Disclosure Document (if any).
1.6. Accuracy of Information. You have ensured that all information you have submitted to us in connection with your application for this Agreement was complete and accurate when you gave it to us. There have been no material changes in that information or other changes in material circumstances with respect to you between the time you submitted the information to us and the Effective Date.
1.7. Permits, Licenses, and Legal Requirements. You understand that you may be required, under applicable state law, to secure permission from the appropriate government authority to operate the Franchised Business. It is your responsibility to familiarize yourself with all applicable Legal Requirements, and we have made no representations as to the nature of such Legal Requirements or your ability to qualify or comply with them.
1.8. Ownership of you. You represent that every Owner, and the percentage of interest held in you by every Owner, is accurately listed on the Information Concerning Franchisee and the Franchised Business, attached as Addendum 1.
1.9. Anti-Terrorism Laws. You certify that neither you, nor your Owners, principals, employees or anyone associated with you are listed in the Annex to Executive Order 13224. (The Annex is available at http://www.treasury.gov/resource-center/sanctions/Programs/Documents/terror.pdf) you agree not to hire or have any dealings with a Person listed in the Annex. You certify that you have no knowledge or information that, if generally known, would result in you, your Owners, principals, employees, or anyone associated with you being listed in the Annex to Executive Order 13224. You agree to comply with and/or assist us to the fullest extent possible in our efforts to comply with the Anti-Terrorism Laws. In connection with such compliance, you certify, represent, and warrant that none of your property or interests are subject to being “blocked” under any of the Anti- Terrorism Laws and that you and your Owners or principals are not otherwise in violation of any of the Anti- Terrorism Laws. You are solely responsible for ascertaining what actions must be taken by you to comply with all such Anti-Terrorism Laws, and you specifically acknowledge and agree that your indemnification responsibilities in this Agreement pertain to your obligations under this Section.
2. GRANT OF FRANCHISE
2.1. Grant of Franchise. Subject to the terms and conditions of this Agreement, we grant you the right to operate one GloPatrol Business only within the Area of Operations identified in Addendum 1 to this Agreement (the “Area of Operations”). You agree to equip and operate, under the terms of this Agreement and the Manual, a GloPatrol Business specializing in offering specific Authorized Services and Authorized Products (collectively, “Authorized Services and Products”) as specified by us in the Manual, only under the Marks within the Area of Operations.
2.2. Restrictions on License. You do not have the right to grant franchises or sub-licenses of any kind to any other party, nor do you have the right to operate more than one GloPatrol Business within the Area of Operations, unless otherwise provided by separate agreement. You will operate the Franchised Business only within the Area of Operations. You will not allow any part of the Franchised Business to be used for any purpose other than that explicitly set forth in this Agreement or the Manual. You will not conduct any business within the Area of Operations other than as authorized under this Agreement, without our prior written approval. You may use only one Spray Gun in your Franchised Business. If you wish to have more than one Spray Gun in your Area of Operations, you must purchase an additional franchise from us, and sign an additional franchise agreement with
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us, for each additional Spray Gun you wish to use within your Area of Operations (subject to availability within your Area of Operations).
2.3. National Accounts. You acknowledge that to competitively attract and effectively service National Accounts, we may need to establish policies governing the manner in which National Accounts shall be solicited and serviced, including reserving to us or its Affiliates, or even other franchisees, the exclusive or non-exclusive right to solicit particular National Accounts or types and/or categories of National Accounts, and requiring you to obtain our prior consent before soliciting National Accounts. You must comply with all of our policies regarding National Accounts, as stated in the Manual. You acknowledge that there may be no National Account business within the Area of Operations, or that you may not be permitted to service any such National Accounts. You expressly acknowledge that we may offer to subcontract you to furnish Authorized Services and Products on our behalf to National Accounts in our sole discretion and subject to the applicable Customer’s approval and terms and conditions, and your execution of a subcontract in the form prescribed by us. If we offer you such a subcontract, you will not be obligated to accept it. However, if you decline, or if you accept but we are advised by the National Account that the National Account is dissatisfied with your work, or it is otherwise necessary in our judgment in order to preserve the National Account or our reputation, we may perform such services or may subcontract such services to a third party.
3. EQUIPPING THE FRANCHISED BUSINESS
3.1. Required Equipment. Prior to the Commencement Date, you agree to purchase (at your sole cost and expense) from us, our Affiliate(s), or Suppliers the equipment, inventory, supplies, materials, and signs / vehicle graphics necessary for the operation of the Franchised Business and in accordance with the Manual.
3.2. Commencement of Operations. You agree that the Franchised Business will be open and operating no later than ninety (90) days after the Effective Date, unless we otherwise agree in writing. If you fail to open the Franchised Business on or before that date, we may deem the your failure to constitute a material default of this Agreement and will have the right to terminate the Agreement, without refunding any fees you paid us.
4. AREA OF OPERATIONS
4.1. Area of Operations. Your Area of Operations will be in the area identified on Exhibit 1. You will not have any exclusive rights within the Area of Operations, but we agree that we will not establish, or license or permit third parties to establish, more than one GloPatrol Business for every 100,000 people in total population within the Area of Operations. To determine the total population within the Area of Operations, we will use the figures published in the United States Census estimate, available via the Internet website located at quickfacts.census.gov.
4.2. No Exclusivity. You acknowledge that you will not receive an exclusive or protected territory, and that we may engage in any type of business, or grant others the right to engage in any type of business, anywhere in or outside of the Area of Operations, subject only to the limitation stated in Section 4.1. Our exclusive rights include, but are not limited to, the right to:
4.2.1. Use, and to license other Persons to use, the Marks and System for the operation of GloPatrol Businesses or any other business that is similar or dissimilar to GloPatrol Businesses at any location anywhere, in or outside of the Area of Operations.
4.2.2. Use, license and franchise the use of trademarks or service marks other than the Marks, whether in alternative channels of distribution or otherwise, at any location including a location or locations inside of the Area of Operations, in association with operations that are similar to, the same as, or different from than GloPatrol Businesses.
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4.2.3. Offer or sell Authorized Services and Products, or grant others the right to offer and sell Authorized Services and Products, whether using the Marks or other trademarks or service marks, through alternative channels of distribution, including, without limitation, wholesalers, retail outlets, or by Internet commerce (e-commerce), mail order or otherwise, regardless of whether it is inside or outside of the Area of Operations.
4.2.4. Maintain any websites utilizing a domain name incorporating the Marks or derivatives thereof. We retains the sole right to advertise and market on the Internet and use the Marks on the Internet, including all use of websites, domain names, URL’s, directory addresses, metatags, linking, advertising, and co-branding and other arrangements.

4.2.5. Advertise within and travel through the Area of Operations.
4.2.6. Acquire, merge, or combine with businesses that are the same as or similar to the Franchised

Business and operate such businesses regardless of where such businesses are located, including inside the Area of Operations, and to be acquired by any third party which operates businesses that are the same as, or similar to, the Franchised Business, regardless of where such businesses are located, including inside the Area of Operations.
4.3. Limitations on Your Operation. You may only promote and provide the Authorized Services and Products within the Area of Operations. You may not promote the Authorized Services and Products to, or solicit existing customers of, any other GloPatrol Business. You may not use telemarketing or internet-based marketing of any services or products except as permitted in writing by us, in the Manuals or otherwise.
5. TERM; RIGHT TO ACQUIRE SUCCESSOR FRANCHISE
5.1. Term. The Term of this Agreement commences on the Effective Date, and, unless sooner terminated in
accordance with Article 17, will expire on the fifth (5th) anniversary of the Commencement Date (the “Term”).
5.2. Right to Acquire Successor Franchise. After the expiration of the initial Term, you may, at your option, acquire a successor franchise for three (3) additional terms of five (5) years each, unless you are signing this Agreement under a successor franchise agreement for an existing GloPatrol Business, in which case your successor term will be governed by the term of your original franchise agreement. To qualify for a successor franchise, we have the right to insist on your fulfillment of any or all of the following conditions:
5.2.1. You give us written notice of your election to acquire a successor franchise not less than ninety (90) days nor more than one hundred and eighty (180) days prior to the end of the Term.
5.2.2. You execute our then-current standard form of franchise agreement (the “Successor Franchise Agreement”), which may, at our sole discretion, include substantially different terms than those contained in this Agreement, including but not limited to higher, additional, or different fees (including a higher Royalty Fee and Brand Fund fee) and a smaller Area of Operations, but you will not have to pay a new initial franchise fee. The term of the Successor Franchise Agreement will be the term specified above.
5.2.3. You and each Owner shall have executed a general release, in our then-current form (the current form is attached to the Franchise Disclosure Document as Exhibit E), of any and all Claims against us and our Affiliates and their respective officers, directors, shareholders, managers, members, agents and employees in their corporate and individual capacities, including, without limitation, Claims arising under federal, state and local laws, rules and ordinances; provided, however, that any release will not be inconsistent with any state law regulating franchising.
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5.2.4. You are not then in default of any provision of this Agreement, or any amendment of or successor to this Agreement, or any other agreement between you and us, or any Affiliate of us, and you have not committed and received notice of two (2) or more breaches of this Agreement during any twelve (12) month period during the Term, even if such breaches were timely remedied.
5.2.5. You must provide proof that you have all current licenses, insurance, and permits in compliance with Legal Requirements for you to continue operating the Franchised Business.
5.2.6. You must pay us a Successor Franchise Agreement Fee of one thousand dollars ($1,000).

5.3.
Agreement and you continue to accept the benefits of this Agreement after the expiration of this Agreement, then at our option, this Agreement may be treated either as: (i) expired as of the date of expiration with you then operating without a franchise to do so; or (ii) continued on a month-to-month basis (“Interim Period”) until one party provides the other with written notice of such party’s intent to terminate the Interim Period, in which case the Interim Period will terminate thirty (30) days after the date of the notice to terminate the Interim Period. In the latter case, all of your obligations will remain in full force and effect during the Interim Period as if this Agreement had not expired, and all obligations and restrictions imposed on you upon expiration of this Agreement shall be deemed to take effect upon termination of the Interim Period. In this Agreement, all references to the Term will include any Interim Period.
6. PAYMENTS
6.1. Initial Franchise Fee. In consideration of the parties’ promises and covenants to one another, you will pay us a lump-sum initial franchise fee to us upon execution of this Agreement (“Initial Franchise Fee”). The Initial Franchise Fee will be deemed fully earned and nonrefundable (except under the circumstances stated in Section 10.1) in consideration of administrative and other expenses incurred by us in granting this franchise and for our lost or deferred opportunity to grant a franchise within the Area of Operations to a third party.
6.1.1. Lump Sum. If you pay in a lump sum, then the Initial Franchise Fee will be seven thousand five hundred dollars ($7,500). If you are a Conversion Franchisee, then the Initial Franchise Fee will be five thousand dollars ($5,000).
6.1.2. Financed Fee. If you are not a Conversion Franchisee and you choose to finance a portion of the Initial Franchise Fee, the total Initial Franchise Fee will be eight thousand five hundred dollars ($8,500). Two thousand seven hundred and fifty dollars ($2,750) is due upon executing this Agreement, and you must pay the remaining five thousand seven hundred and fifty dollars ($5,750) in twenty-four monthly installments, beginning on the first day of the first month after the Effective Date. You must sign the Promissory Note attached as Addendum 7 to reflect this arrangement. You may not finance the Initial Franchise Fee if you are a Conversion Franchisee.
6.1.3. Experienced Franchisees. If you, your Affiliate, enter into additional franchise agreement(s) with us, then the Initial Franchise Fee under each such additional franchise agreement(s) will be five thousand dollars ($5,000).

Interim Period. If you do not sign the Successor Franchise Agreement prior to the expiration of this

6.2.
royalty fee of one hundred and fifty dollars ($150.00) for each month. During the first six (6) months after the Commencement Date, the royalty fee you must pay us is fifty ($50.00) dollars for each month.

Royalty Fee. For each Reporting Period you will pay us, on or before the Payment Date, a continuing

6.3. Payment to Brand Fund. You must pay us, on or before the Payment Date, a continuing monthly Brand
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Fund Fee of $50. We will deposit the Brand Fund Fee into an advertising and marketing fund that we maintain (“Brand Fund”).
6.4. Technology Fee. You must pay us, on or before the Payment Date, a monthly fee of $50 to offset the expenses incurred by us in providing to you certain technology products, which may include our website, software licenses, Internet support, telecommunications fees, and/or other products. We may increase this fee no more frequently than once per year by adjusting it from time to time during the Term to reflect our actual cost of providing the technology products to you.
6.5. Time and Manner of Payments. With the exception of the Initial Franchise Fee, we may require you to make all payments owed under this Agreement by means of electronic funds transfer (“EFT”), or such other manner that we designate from time-to-time.
6.5.1. We must receive from you all fees due for each Reporting Period on or before the applicable Payment Date.
6.5.2. You agree to comply with procedures specified by us and/or perform such acts and deliver and execute such documents, including authorization for direct debits from your business bank operating account, as may be necessary to assist in or accomplish payment by such method, and to execute our EFT Authorization Agreement, which is attached to this Agreement as Addendum 3. Under this procedure, you authorize us to initiate debit entries and/or credit correction entries to a designated checking or savings account for payments of fees and other amounts payable to us and any interest charged due on those amounts. You must make funds available to us for withdrawal by electronic transfer no later than the Payment Date.
6.5.3. If funds in your account are insufficient to cover the amounts payable at the time we make our funds transfer request, the amount of the shortfall is overdue and is subject to the terms set forth in this Agreement for overdue payments, in addition to any other remedies we have.
6.6. Application of Funds. If you become delinquent in the payment of any monetary obligation to us, we will have the absolute right to apply any payments received from you to any obligation owed, whether under this Agreement or under any other agreement between you and us, notwithstanding any other designation by you as to application.
6.7. Late or Dishonored Payments. If we do not timely receive any fee or any other amount due under this Agreement on or before the applicable due date, you will pay us a late fee equal to $100, plus the lesser of the daily equivalent of 1.5% per month simple interest of any overdue amount, or the highest rate then permitted by applicable law, for each day any amount is past due, accruing until the past-due amount is paid in full. This provision does not permit or excuse late payments. If any check, electronic payment or other payment you tender to us is not honored for any reason, you will pay us an additional fee of $100 to help offset our bank charges and administrative expenses.
6.8. Costs of Collection. You will pay all collection charges, including reasonable attorneys’ fees, incurred by us in collecting any amount owed by you to us under this Agreement. Any dishonored and returned checks will be promptly replaced by you by a bank cashier's check, or a bank draft in the aggregate amount of the payment tendered, plus interest as provided in Section 6.7.
6.9. Taxes; Payments to Others. All payment obligations pertaining to the Franchised Business, including all trade payables and other indebtedness of every kind and all federal, provincial, state and municipal taxes and charges, are solely your obligations and not ours.
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7. TRADEMARK STANDARD AND USE REQUIREMENTS
7.1. Ownership. You agree that the Marks, Intellectual Property, and System are our (or our Affiliate(s)) exclusive property, and that you will never assert any claim to any goodwill, reputation or ownership relating to or associated with the Marks or Intellectual Property. You will never engage in any conduct directly or indirectly, or assist another party to engage in any conduct, that would infringe upon, harm or cause damage to the Marks. You will not contest or assist any other party to contest our rights in any of the Marks or the goodwill associated with the Marks. You will not use, or assist others to use, the Marks in a derogatory, negative or other inappropriate manner in any medium. You agree to provide us with all assignments, affidavits, documents, information and assistance we reasonably request to fully vest in us all rights, title and interest in and to the Marks, including all items we reasonably request to assist us in registering, maintaining and enforcing our rights in the Marks. You acknowledge that we will suffer irreparable damage and will have no adequate remedy at law as a result of your unauthorized or infringing use of the Marks, and you agree that we will have the right to seek injunctive relief in a court of competent jurisdiction in the event that you use the Marks in an unauthorized or infringing manner.
7.2. Changes. We, from time to time in our discretion, may modify all or any part of the Marks. We may require you to use one or more additional or substitute Marks. You will have no rights or Claim of damages, offset, or right to terminate this Agreement as a result of any such modification and we will not have any liability or obligation to you with respect to your required modification or discontinuance of any Marks. Upon receipt of notice of such modifications, you, as soon as reasonably possible, will cease using the former Marks and commence using the modified Marks at your sole cost and expense.
7.3. Permitted Use. Your right to use: the Marks; any proprietary software; other materials in which we claim a copyright, trademark, or other right to exclusive use; the Trade Dress; trade secrets; Confidential Information; and other Intellectual Property as granted in this Agreement, is limited to your use of those materials, items, or Intellectual Property in connection with your operation of the Franchised Business, and otherwise as described in this Agreement and as authorized in the Manual, or as we may prescribe in writing from time to time.
7.3.1. You shall use only the Marks to identify and distinguish the services offered by you. You cannot use Intellectual Property for any service or product that is not specifically authorized in the Agreement or Manual without our express written consent. You must comply with all of our trademark, trade name and service mark notice marking requirements, including affixing “SM,” “TM,” or “®,” adjacent to all Marks in any and all uses of the Marks.
7.3.2. You will not use anything that resembles or is deceptively or confusingly similar to the Marks, the System, or the Intellectual Property in any manner or for any purpose, or do anything that would dilute, directly or indirectly, the value of the goodwill associated with the Marks, nor counsel, procure or assist anyone else to do the same. You will use the Marks only for the uses and in the manner we permit. You acknowledge that you are required, to the extent possible, to prevent Persons or parties associated with or employed by you from using the Marks and/or Intellectual Property in an unauthorized manner.

No Representations or Warranties. WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE USE, EXCLUSIVE OWNERSHIP, VALIDITY OR ENFORCEABILITY OF THE MARKS.
7.5. Internet, Social Media, and Domain Name. You, your employees, sales associates and representatives may not use, license, or register any domain name or URL (or other means of identifying you or the Franchised Business on the Internet) that uses a mark, image, or words confusingly similar to the Marks or any abbreviation, acronym, or phonetic or visual variation of the Marks without our prior written consent. At our request, you must promptly assign or redirect (or cause to be assigned or redirected) to us any domain name, URL, or other
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7.4.

identification that violates this Agreement or the policies stated in the Manual at your expense and without compensation from us. We permit and encourage your use of social media to advertise your Franchised Business, but you must do so only according to our rules. The content you submit to us or use for any Internet marketing must be true, correct and accurate. At our request, you will promptly modify any of your Internet marketing material containing the Marks to conform to the standards stated in the Manual. You agree and acknowledge that you are obligated to comply with our on-line policy which is subject to change by us from time to time. You agree and acknowledge that your on-line promotional strategies must comply with our on-line policy. You further agree and acknowledge that we may review, monitor, and require changes to all on-line content on the Website, social media sites, blogs, electronic communication and other on-line sites on which our Marks or Intellectual Property are used.
7.6. Infringement. You must notify us of: (a) any litigation relating to the Marks; or (b) suspected infringement upon the Marks or the Intellectual Property, but you may not take any action against suspected infringers without our express written permission. You must notify us within three (3) days after receiving notice of any Claim based upon or arising from any attempt by any other Person, firm or corporation to use the Marks or any imitation of them. If you notify us in a timely manner of a Claim against you relating to the Marks, we will have the exclusive right (but not the obligation) to contest, defend against, or bring an action against, any third party regarding the third party’s use of any of the Marks. In the event we take legal action to protect our Marks or authorize you to do so, we will be responsible for all costs (including reasonable attorneys’ fees) related to such legal action. You must execute any and all documents, do such acts and things that may be necessary, and cooperate with us and with any action undertaken by us concerning litigation relating to the Marks.
8. ADVERTISING
8.1. Your Advertising. All of your advertising, promotion and marketing must be completely clear and factual and not misleading, and must conform to the highest standards of ethical marketing and the policies which we prescribe from time to time, in the Manual or otherwise. You may not use any advertising or promotional materials that we have disapproved at any time or for any purpose. Upon our request, you will provide to us for our review samples of any and all advertising and promotional material bearing the Marks. With the exception of advertising materials created and provided to you by us, at least fifteen (15) days before using them, you must submit to us all advertising materials you intend to use, which approval will be in our sole discretion. You will not use such materials until they have been approved by us, and you must promptly discontinue use of any advertising material upon our request. Any materials submitted by you to us which have not been approved or disapproved by us in writing within fifteen (15) days of our receipt of them are deemed disapproved.
8.2. Local Marketing. We suggest, but do not require, that during each quarter of the Term, you spend at least two percent (2%) of your Gross Revenue for marketing, public relations efforts, advertising, and promotion within your Area of Operations during each and every calendar month. You will make the expenditures directly, subject to our approval (as stated in Section 8.1).
8.3. Business Launch Advertising and Promotions. We can require you to spend between $1,000 and $2,500 on a business launch advertising and promotional program for the Franchised Business, and to use any particular media and advertising agencies we may designate in connection with such program before the Franchised Business is open. The precise amount we will require you to spend will be at our discretion, and will depend on the size of the Area of Operations. We agree to furnish you with such advice and guidance as we deem appropriate with respect to your business launch advertising and promotional program. In our discretion, we can require you to pay us the entire business launch advertising and promotional program amount, which we will spend to advertise your Franchised Business.
8.4. Use of Brand Fund. The Brand Fund, and all contributions and any earnings of the Brand Fund, will be used to meet the Brand Fund’s costs and expenses. The Brand Fund will be used for maintaining, administering,
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directing, preparing, and implementing advertising and promotions for GloPatrol Businesses generally, which may include any or all of the following: the cost of creating, preparing, and producing print, broadcast, and internet campaigns; direct mail; sales brochures, flyers, posters, etc.; other marketing delivery systems; logowear and promotional items featuring the Marks; marketing surveys; public relations and sponsorship activities; creating and maintaining a website or website(s) (including social media sites or accounts) related to the franchise and an extranet for the System; employing advertising agencies, public relations firms, research firms, design firms, website/extranet design and development firms; and other Suppliers to assist in the foregoing; labor expenses for employees to assist in the development of said advertising and promotion (including the cost of travel and related expenses to meet with the aforementioned); implementing promotions for GloPatrol Businesses generally in the appropriate local market area, including the cost of purchasing advertising space; sponsorships; the implementation of public relations campaigns; or other costs associated with marketing and advertising the System and the Marks. We may use Brand Fund monies to reimburse us for our personnel and other administrative and overhead costs associated with providing the services described in this Section 8.3, except that we will not use more than twenty percent (20%) of the Brand Fund for purely administrative expenses. We will not use the Brand Fund for creating or placing any advertisement that is principally a solicitation for new franchisees, but we may include in all advertising prepared using the Brand Fund (including Internet advertising) information concerning franchise opportunities, and a portion of Brand Fund monies may be used to create and maintain one or more pages on our website devoted to advertising franchise opportunities.
8.5. Your Acknowledgement. You agree and acknowledge that the Brand Fund is intended to maximize general public recognition and acceptance of the Marks for the benefit of the System generally and that we have no obligation, in administering the Brand Fund, to make expenditures for you that are equivalent or proportionate to your Brand Fund Fee contributions, or to ensure that you or any other particular GloPatrol Business benefits directly or pro rata from the advertising or promotion conducted or developed by the Brand Fund. You further acknowledge that we own all rights, and retain all copyrights, in all design and content developed using the Brand Fund, and that we will have sole control over the creative concepts, content, form, and media placement of all advertising and promotional materials developed with the Brand Fund, and the allocations of the Brand Fund to production, placement, and other costs. We will own all copyright in any works created using the Brand Fund. We have no fiduciary duty to you or to any other Person with respect to the collection or expenditure of the Brand Fund, except that those funds will be spent in the manner described in this Article 8. Each GloPatrol Business owned by us, or our Affiliate(s), will contribute to the Brand Fund on the same basis and at the same percentage as you do.
8.6. Fund Accounting. All contributions to the Brand Fund will be deposited into and disbursed from a bank account which may be commingled with our other accounts, except that we will account for the Brand Fund separately from the other funds in such account(s). Upon your written request, we will furnish to you, within ninety (90) days after the end of each calendar year, a report for the preceding year showing the expenditures made from the Brand Fund during such calendar year and amount remaining for use (if any) during the following year. This report will not be audited.
8.7. Unused Funds; Termination. We anticipate that all contributions to, and earnings of, the Brand Fund will be expended for the purposes stated above during the fiscal year in which the contributions and earnings are received. However, if unexpended amounts remain in the Brand Fund at the end of the fiscal year, all expenditures in the following fiscal year will be made first out of the unspent contributions, and then out of new contributions. Although the Brand Fund is intended to be of perpetual duration, we may in our sole discretion terminate the Brand Fund or suspend its operation. The Brand Fund will not be terminated, however, until all monies in the Brand Fund have been expended for the purposes stated in this Article 8. Upon termination of this Agreement, your obligation to make contributions to the Brand Fund will be terminated.
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9. OPERATION OF THE FRANCHISED BUSINESS
9.1. Manager. The Franchised Business must at all times be operated under your direct supervision (if you are an individual) or by a Manager (if you do not supervise the Franchised Business personally, or you are a Business Entity) who: (a) is approved by us; (b) has successfully completed the Initial Training Program and all other training programs required by us from time to time; and (c) devotes his or her best efforts to operating the Franchised Business. We have the right to deal with the Manager on matters pertaining to day-to-day operations of, and reporting requirements for, the Franchised Business. Your initial Manager is identified on Addendum 1. In the event that the Manager elects to end his/her relationship with you, you must recruit a new Manager within 30 days and submit his/her qualifications to us for review and approval.
9.2. Sale of Authorized Services and Products Only. You acknowledge that it is critically important to the System that all services and products sold by the Franchised Business meet our quality standards. You must advertise and sell only Authorized Services and Products. You acknowledge that you may not be permitted to sell all Authorized Services and Products at any or all times. Except as specifically authorized by us, you may not sell any Authorized Services or Products outside of the Area of Operations.
9.2.1. We have the right to require you to feature and display certain Authorized Services and Products as we may specify and in accordance with policies and specifications published in the Manual or in other written directives, which may require you to purchase, use, display and conduct certain marketing and promotional displays, events, demonstrations, and advertising, and with which you shall comply with in all respects.
9.2.2. In our discretion, we may, from time to time, add, delete, update, remove, reduce, or re-designate products or services which are Authorized Services or Products and those Authorized Services and Products which you are permitted to sell at the Franchised Business. You shall, upon receipt of notice from us, add, delete, update, remove, reduce, or re-designate any Authorized Services or Products to or from your inventory mix according to the instructions contained in the notice. You shall have a minimum of thirty (30) days and not more than sixty (60) days after receipt of written notice in which to fully implement any such change. You shall cease selling any previously approved product within sixty (60) days after receipt of notice that the product is no longer approved. We may authorize test marketing of proposed Authorized Services or Products at any GloPatrol Business or GloPatrol Businesses as we deem appropriate.
9.2.3. You must at all times maintain an inventory of Authorized Products in such quantities as are needed to meet reasonably anticipated consumer demand and in accordance with this Agreement and the policies and standards which we prescribe in the Manual or otherwise direct in writing from time to time.

9.3.
fixtures, furnishings, signs, advertising materials, trademarked items, gift items, gift cards, and other items or services (collectively, “Approved Supplies”) in connection with the design, construction, equipping, furnishing and operation of the Franchised Business as set forth in the Approved Supplies and approved Suppliers lists, as we may amend from time to time.
9.3.1. Initial Inventory Order. Not less than thirty (30) days prior to the scheduled initial opening date of the Franchised Business, you must order from us, our Affiliate(s), or Suppliers, and pay for at then-current published wholesale prices, an initial inventory of Approved Supplies, in the types and quantities set forth in the Manual or otherwise in writing by us.
9.3.2. Ongoing Inventory Purchases. After your initial inventory purchase in accordance with Section 9.3.1, you shall on a continuing basis purchase from us, our Affiliate(s), or designated Supplier(s), a
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Approved Supplies and Suppliers. You must only use approved products, services, inventory, equipment,

9.4.

minimum stock level, as defined by us, of each Authorized Product, as and when designated from time to time by us. We have the right to require you to purchase any or all of the Authorized Products sold at or from the Franchised Business from us or our Affiliates.
9.3.3. Supply Sources. Although we may not do so for every item, we have the right to approve the manufacturer, distributor and/or Supplier of Approved Supplies and require that you use designated Suppliers. You acknowledge and agree that certain Approved Supplies may only be available from one source, and us or our Affiliates may be that source. You will pay the then-current price in effect for all products and Approved Supplies that you purchase from us or our Affiliates. All inventory, products, materials and other items and supplies used in the operation of the Franchised Business that are not included in the Approved Supplies or Suppliers lists must conform to the specifications and standards we establish from time to time.
9.3.4. No Warranty. ALTHOUGH APPROVED OR DESIGNATED, WE AND OUR AFFILIATES MAKE NO WARRANTY AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILFTY AND FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO INVENTORY, SERVICES, PRODUCTS, EQUIPMENT (INCLUDING, WITHOUT LIMITATION, ANY REQUIRED COMPUTER SYSTEMS), SUPPLIES, FIXTURES, FURNISHINGS OR OTHER APPROVED ITEMS. IN ADDITION, WE DISCLAIM ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES RENDERED OR PRODUCTS FURNISHED BY ANY SUPPLIER APPROVED OR DESIGNATED BY US. OUR APPROVAL OR CONSENT TO ANY SERVICES, GOODS, SUPPLIERS, OR ANY OTHER INDIVIDUAL, ENTITY OR ANY ITEM SHALL NOT CREATE ANY LIABILITY TO OR BY US.

Acknowledgement of Markup or Rebates. You acknowledge and agree that we and our Affiliates have the right to a reasonable markup on all items that you are required to purchase from us and our Affiliates. Further, you acknowledge that we may receive from designated or approved Suppliers of the Franchised Business, equipment, supplies and hardware and software, periodic volume rebates or other revenue or consideration as a result of your purchases. You further acknowledge and agree that we are entitled to keep such rebates and revenue for our own use, regardless of whether we choose to do so.
9.5. Vehicle Wrap. You will install and maintain, as applicable, suitable signs, logos, vehicle wraps, decals and/or emblems at or on each vehicle used in connection with the Franchised Business, all of which shall conform in all respects to the Manual and the layout and design plan we approve. Your vehicle wrap must conform to the Manual and MUST BE APPROVED BY US IN WRITING IN ADVANCE AS TO ARTWORK, LETTERING, COLOR SCHEME, SIZE, AND OVERALL APPEARANCE.
9.6. Maintenance and Refurbishment. You will, at your sole expense, do all things necessary to comply with the System, including keeping all of the equipment and assets of your Franchised Business: (i) in good order and repair, and in compliance with the System requirements as set forth in the Manual or as otherwise stated by us; and (ii) in a neat, clean, attractive, safe and sanitary condition; replacing equipment, and other assets only with those that have been approved by us as, in our discretion, they become worn out or otherwise unsuitable for use. You will make, at your expense, all additions, repairs, replacements improvements and alterations to your equipment and assets used in the Franchised Business that are determined by us to be necessary so that the Franchised Business, equipment, and assets that are viewed by the public will conform to the System’s image, as may be prescribed by us from time to time. You will undertake and complete such additions, repairs, replacements, improvements and alterations within the time and under the terms and conditions, which we may reasonably specify. If, however, any condition presents a threat to customers or public health or safety, you must address the condition immediately. You recognize and agree that there are no limitations on this obligation, and acknowledge and agree that the requirements of this Section 9.6 are both reasonable and necessary to ensure continued public acceptance and patronage of GloPatrol Businesses and to avoid deterioration or obsolescence in
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connection with the operation of the Franchised Business.
9.7. Your Employees. You agree to maintain a competent, conscientious, trained staff, sufficiently literate and fluent in the English language and in a sufficient number, and to take such steps as are necessary to ensure that its employees preserve good customer relations. You must require your employees to professionally represent your Franchised Business with branded apparel as we may prescribe in the Manual.
9.8. Manual. You must operate the Franchised Business at the Area of Operations in strict compliance with the standard procedures, policies, rules and regulations established by us from time to time and incorporated in the Manual. You will supervise your employees, Manager, and Affiliates to ensure their compliance with the Manual. We have the right to prescribe additions to, deletions from or revisions of the Manual (the “Supplements to the Manual”), all of which will be considered a part of the Manual. All references to the Manual in this Agreement will include the Supplements to the Manual. Supplements to the Manual will become binding on you as if originally set forth in the Manual, upon being delivered to you (unless we specify a longer period). We will provide you with up to thirty (30) days to comply with any material change made by us to the standards stated in the Manual. The Manual and any Supplements to the Manual are material in that they will affect the operation of the Franchised Business, but they will not conflict with or materially alter your rights and obligations under this Agreement.
9.8.1. We are permitted to revise the System, Marks, the various training programs offered to franchisees and their employees, and the Manual at any time, by addition, deletion or other modification to the provisions of the Manual, and such modification will be made in our sole judgment. Such modifications may obligate you to invest additional capital in the Franchised Business (“Capital Modifications”) and/or incur higher operating costs.
9.8.2. Upon the execution of this Agreement, we shall loan to you one (1) copy of the Manual (which may be electronic). The Manual and all amendments to the Manual (and copies of it) are copyrighted and remain our property. They are loaned to you for the Term of the Agreement, and must be returned to us immediately upon the termination or expiration of this Agreement. The contents of the Manual are highly confidential documents which contain Confidential Information. You shall not make, or cause or allow to be made, any copies, reproductions or excerpts of all or any portion of the Manual without our express prior written consent. You will keep any physical copies of the Manual up-to-date.
9.8.3. We may, to the extent permitted by applicable law, set actual, minimum, or maximum retail prices for Authorized Services and Products and all other products and services sold by you at or from the Franchised Business. Such pricing will be communicated to you through the Manual, Supplements to the Manual, or otherwise in writing by us. We reserve the right to permit any GloPatrol Business to offer different prices based upon the customs or circumstances of a particular market area, density of population, existing business practices or any condition that we deem to be of importance to the operation of such GloPatrol Business.

9.9.
to the public and operate the Franchised Business in compliance with the Manual to preserve and enhance the value and goodwill of the Marks and the System. You will uphold, and take reasonable steps to ensure that your Manager and employees uphold, high standards of honesty, integrity, and fair dealing in dealing with the general public, Customers of the Franchised Business, other franchisees and us. You must promptly respond to all complaints received from your clients or other individuals in an attempt to resolve the dispute in a reasonable business manner.
9.10. Disclosure of Ownership Interests. You and, if you are a Business Entity, each of your Owners represents, warrants and agrees that the provisions on Addendum 1 that pertain to the Business Entity and its
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Consumer Relations and Protection of Goodwill. You must give prompt, courteous and efficient service

ownership is current, complete and accurate. You agree that updates or changes to Addendum 1 will be furnished promptly to us, so that it (as revised and signed by you) is at all times current, complete and accurate. Each Owner shall be an individual acting in his individual capacity, unless we waive this requirement.
9.11. Merchant Services. Within a reasonable time upon our request and prior to the Commencement Date, you must apply for, implement, and maintain merchant services from our approved Supplier(s), including the acceptance of debit cards, credit cards or other non-cash systems existing or developed in the future to enable customers to purchase Authorized Services and Products via such procedure, as specified by us. You must acquire, at your expense, all necessary hardware and/or software used in connection with these non-cash systems. You must comply with any compliance program or security standards implemented by the banking industry, credit card companies or other Legal Requirements or similar regulations, and you shall bear all expenses associated with such programs.
9.12. Gift Cards. If we develop or authorize the sale of gift certificates and/or stored value cards, loyalty cards and/or customized promotional receipts, you must acquire and use all computer software and hardware necessary to process their sale and to process purchases made using them and be solely responsible for the service charges related to such processing. You must remit all proceeds from the sale of gift certificates and stored value cards to us or our designee according to the procedures that we prescribe periodically. We will reimburse or credit to you (at our option) the redeemed value of gift certificates and/or stored value cards accepted as payment for products and services sold by the Franchised Business.
9.13. Compliance With Legal Requirements. You shall comply with all Legal Requirements and obtain and maintain any and all licenses and permits required by any governmental agencies or otherwise necessary to conduct the Franchised Business in any jurisdiction in which it operates. You acknowledge that you alone are responsible for complying with Legal Requirements and that we have no obligation to you or any other Person for your compliance with Legal Requirements. You specifically acknowledge and agree that your indemnification responsibilities under this Agreement include your obligations under this Section 9.13. You specifically agree to comply with all applicable health and safety laws, ordinances and regulations so as to be rated the highest available health and safety classification by the appropriate governmental authorities and to furnish to us copies of all inspection reports, warnings, certificates, and ratings issued by any governmental agency within ten (10) days of your receiving them. If the Franchised Business is subject to any health inspection by any governmental authorities under which it may be rated in one or more than one classification, it must be maintained and operated so as to be rated in the highest available health classification with respect to each governmental agency. In the event the Franchised Business fails to be rated in the highest classification or you receive notice that the Franchised Business is not in compliance with all applicable health and sanitary standards, you must immediately notify us of such failure or noncompliance.
9.14. Improvements. If you, your Manager, employees, or Owners develop any new concept, process or improvement in the operation or promotion of the Franchised Business or GloPatrol Businesses generally (an “Improvement”), you agree to promptly notify us and provide us with all necessary related information, without compensation. Any such Improvement shall become our sole property and we shall be the sole owner of all related copyrights, trademarks, patents, patent applications, and other intellectual property rights. You must fully disclose the Improvements to us, without disclosing the Improvements to others, and you must obtain our written approval prior to using such Improvements. You and your Owners agree to assign to us any rights you or your Owners may have or acquire in the Improvements, including the right to modify the Improvement, and you and your Owners waive and/or release all rights of restraint and moral rights in and to the Improvement. You and your Owners agree to assist us in obtaining and enforcing the intellectual property rights to any Improvement. In the event that the foregoing provisions of this Section 9.14 are found to be invalid or otherwise unenforceable, you and your Owners hereby grant to us a worldwide, perpetual, non-exclusive, fully-paid license to use and sublicense the use of the Improvement to the extent such use or sublicense would, absent this Agreement, directly or indirectly infringe on you or your Owners’ rights to the Improvement.
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10. OPERATIONAL ASSISTANCE BY US
10.1. Training. Prior to beginning operation of the Franchised Business, you and your Manager must attend, and successfully complete, to our satisfaction, an initial training program in our System, methods of operation, policies, and any other topics as we may determine necessary or appropriate (the “Initial Training Program”). The Initial Training Program will take place at a location designated by us (which could include a physical location and/or the Internet). There will be no additional charge for you and your employees to attend the Initial Training Program. You must not commence operation until your Manager has completed the Initial Training Program to our satisfaction. Additionally, we may provide additional training and certification courses from various locations (including through the Internet) from time to time. If we determine in our sole discretion, based on your performance in the Initial Training Program, that you or your Owners are not qualified to operate a GloPatrol Business, we have the right to terminate this Agreement. If we exercise that right, we will refund to you half of the portion of the Initial Franchise Fee you paid us. If we financed a portion of your initial franchise fee and you do not complete the Initial Training Program to our satisfaction or obtain all necessary licenses, we will retain all payments made by you towards the Initial Franchise Fee, which we will consider fully earned. However, your obligation to make additional payments to us towards the Initial Franchise Fee will be cancelled.
10.1.1. Should you have the need to replace your Manager, any replacement Manager must attend the Initial Training Program at a time that it is offered by us. We will not charge you a fee for your Manager or employees to attend any scheduled Initial Training Program; however, if you ask us (and we agree) to conduct an Initial Training Program at a time we have not previously scheduled, we will charge you a fee of five hundred dollars ($500) per day of training.
10.1.2. If you ask us (and we agree) to conduct an additional training program for your or your employees, we will charge you a fee of $500 per attendee, per day, plus the lodging, travel and meal expenses incurred by us for our personnel if the training takes place at any location other than at our headquarters.
10.1.3. You must pay all lodging, travel and meals, personal expenses, salary and living expenses incurred by you, your Manager, your Owners, and/or other Persons attending the training with you or any subsequent training attended by you, your Manager(s), Owners, or employees. We will pay for two of your meals while you attend the Initial Training Program.
10.1.4. We will not pay any compensation for services performed by trainee(s) in connection with training or other assistance, including providing services for us, our Affiliate(s) or other franchisee(s).
10.1.5. We may, in our discretion, elect not to provide the Initial Training Program to you if, as of the Effective Date, you or your Manager have previously attended and successfully completed the Initial Training Program in connection with the operation of another GloPatrol Business.

10.2.
to discuss sales techniques, new Authorized Services and Products developments, bookkeeping, training, accounting, inventory control, performance standards, advertising programs, procedures and other topics, which may include an annual convention. You will not be required to attend. If you choose to attend, you and any Person(s) attending the convention or meeting with you or on your behalf must stay (at your expense) at the host facility selected by us.
10.3. Advice and Consultation. We will impart to you our selling, promotional and merchandising methods and techniques associated with the System, and will provide to you general guidance. We may (but are not required to) visit the Franchised Business periodically to consult with, and provide advice to, you.
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Meetings or Conventions. We may, in our discretion, hold periodic meetings and/or annual conventions

10.4. Remote Assistance. We will make a representative reasonably available to speak with you on the telephone during normal business hours, as we determine necessary, to discuss your operational issues and support needs. We may also provide to you such periodic individual or group advice, consultation and assistance, rendered by telephone, newsletter or bulletins made available from time to time to all GloPatrol Businesses, as we may deem necessary or appropriate within our sole discretion. In addition, we may communicate with you concerning new developments, techniques and improvements as we deem appropriate in our sole discretion. Our failure to provide to you any particular service, either initial or continuing, will not excuse you from any of your obligations under this Agreement.
10.5. Advisory Committee. We may establish a franchisee Advisory Committee for the purpose of considering, discussing, and making recommendations on common issues relating to the System or the operation of GloPatrol Businesses. If we create a Advisory Committee, you will be entitled to vote in membership elections for the Advisory Committee, on the basis of 1 vote per franchise agreement with us. If we establish an Advisory Committee, we will assist it to function in a manner consistent with the best interests of the System, in our opinion, and we may periodically seek the advice of the Advisory Committee. We have the power to modify or dissolve the Advisory Committee in our sole discretion.
11. USE OF TECHNOLOGY
11.1. POS System. You must purchase, install, and use in your Franchised Business a point-of-sale system, including our online booking system, meeting our specifications (the “POS System”). You shall make all improvements to the POS System in the manner, and when, specified by us in writing, even if such improvements require you to spend additional money on the POS System, but we will not require you to enter into a hardware maintenance contract. You have sole and complete responsibility for the manner in which your POS System interfaces with other systems, including those of us and other third parties, as well as any and all consequences that may arise if your POS System is not properly operated, maintained and upgraded. You must use our online booking system, and only our online booking system, to book any and all appointments and provide any and all services through your Franchised Business.
11.1.1. We may from time-to-time designate, develop, or authorize others to develop proprietary or non- proprietary computer applications for use as part of the POS System, which you may be required to purchase and/or license and use in the operation of the Franchised Business. You must execute any license or sublicense agreement required by us or any other approved Supplier of proprietary or non-proprietary computer applications designated by us.
11.1.2. Any and all data collected or provided by you, downloaded from your POS System, or otherwise collected from you by us or provided to us, is and will be owned exclusively by us, and we have the right to use the data in any manner without compensation to you. During the Term, you are licensed, without additional compensation, to use such data solely for the purpose of operating the Franchised Business. This license will automatically and irrevocably expire, without additional notice or action by us, when this Agreement terminates or expires.

11.2.
Customer-related contact names, addresses, telephone numbers, e-mail addresses, and Customer purchase records (“Customer Information”), and that Customer Information will include all information generated or recorded as a result of your efforts while using the Marks. You agree to input into the POS System, or other system or method of retention specified in the Manual, all information obtained by you from any Customer of the Franchised Business. You must not export Customer Information from the POS System or software. We have the right to use and exploit the Customer Information in any way we choose. You also agree that any goodwill resulting from your activities under this Agreement is our sole property.
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Ownership of Customer Information and Goodwill. You acknowledge that we own and will own all

12. INSPECTIONS
12.1. Financial Planning and Management. You must keep such complete records of your Franchised Business as a prudent and careful businessperson would normally keep. You must keep your financial books and records as we may from time to time direct in the Manual or otherwise, including retention of all invoices, accounts, books, data, licenses, order forms, payroll records, check records, bank deposit receipts, sales tax records, refunds, cash disbursements, journals and general ledgers. Within three (3) days after the end of any Reporting Period, you must submit to us a complete and accurate accounting of your Gross Revenue for the previous Reporting Period in the format we request, which may be electronic, through the POS System or otherwise. You will prepare monthly income statements for the Franchised Business, which we may require you to submit to us. You will maintain an accounting system reflecting all operational aspects of the Franchised Business, including uniform reports as may be required by us, prepared in accordance with accounting methods utilized and generally accepted for federal income tax return purposes. You will also submit to us current financial statements; forms showing the sales, use, and gross receipt taxes paid by you; and such other reports as we or documents kept by you as we may reasonably request. On or before April 15 of each year, you must provide us with a copy of your federal tax return for the previous tax year. You will maintain the records required under this Section 12.1 for a period of five (5) years after the expiration of the Term.
12.2. Inspection Rights and Access to Records. We (either directly or through a designated agent) have the right to visit the place where your records are located and inspect all aspects of the operation of the Franchised Business, at any time during normal business hours.
12.2.1. As part of such visit, we have the right to: (a) inspect the Franchised Business operating materials and supplies; (b) observe the operations of the Franchised Business for such consecutive or intermittent periods as we deem necessary; (c) take photographs, movies or video recordings of the Franchised Business; (d) interview personnel of the Franchised Business; (e) conduct Customer surveys; (f) inspect and copy any books, Customer Information, records, and documents relating to the operation of the Franchised Business, including employment contracts, leases, and material and information generated by or contained in the POS System; and (g) select supplies, equipment and other items from the Franchised Business to evaluate whether they comply with our Manual. You must cooperate fully with us in connection with these inspections, observations, surveys and interviews. We will not be obligated to give you or your Manager any prior notice of any such inspection.
12.2.2. You authorize us or our designee to make reasonable inquiries of your bank, suppliers and trade creditors concerning the Franchised Business, and by this Agreement you direct such Persons to provide us with such information and copies of documents pertaining to the Franchised Business as we request.
12.2.3. We and our designee have the right to discuss your records and the Franchised Business with your Manager and any officers, directors and employees responsible for maintaining records.
12.3. Consent to Use of Likeness and Franchised Business. You agree that we have the right to use the likeness (including photographs or videos containing images) of: (a) you; (b) if you are a Business Entity, your Owners; and (c) the Franchised Business, for any purposes relating to the promotion or marketing of the System or Marks.
12.4. Mystery Shoppers. You acknowledge that we may use mystery shoppers to evaluate you and the Franchised Business. We have the right to either: (a) require you to pay the cost of any third-party mystery shopper directly; or (b) charge you a reasonable fee, which will be stated in the Manual, to reimburse us for the cost of any mystery shopper(s).
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13. YOUR OWNERS AND GUARANTORS; RELATIONSHIP BETWEEN THE PARTIES
13.1. Your Name. You must operate solely under the name identified on Addendum 1 and may use “GloPatrolTM” or our other Marks only as a “doing business as” (d/b/a) designation. You must use no other name in connection with any advertising or operation of the Franchised Business. We have the right to review and require changes to any display of your name or the Marks.
13.1.1. You may not include “GloPatrolTM” or any of the Marks in your legal name.
13.1.2. You must post a conspicuous notice on or near your equipment and vehicle, in a format approved by us, that must clearly indicate that you are the Person or Business Entity owning and operating the Franchised Business under a franchise agreement with us. You must include this disclaimer on all business cards, stationery, promotional and advertising materials, website and Internet communications, real estate documents, and all other materials you use.

Relationship of Parties. The parties intend by this Agreement to establish between you and us only the relationship of franchisor and franchisee. You have no authority to create or assume in our name or on our behalf, any obligation, express or implied, or to act or purport to act as our agent or representative for any purpose whatsoever. Neither we nor you are the employer, employee, agent, partner or co-venturer of or with the other, each of us being independent. You will not hold yourself out as our agent, employee, partner or co-venturer. Neither you nor we have the power to bind or obligate the other except specifically as stated in this Agreement. We and you agree that the relationship created by this Agreement is one of an independent contractor and not a fiduciary relationship.
13.2.1. We will not be obligated for any damages, or obligation to any Person or property, directly or indirectly arising out of your operation of the Franchised Business, whether or not caused by your negligent or willful action or failure to act, or your use of the Marks in a manner not in accordance with this Agreement. You must not use any of the Marks in signing any contract or in applying for any license or permit or in a manner that may result in our liability for your debts or obligations.
13.2.2. All employees or independent contractors hired by or working for you will be your employees or independent contractors alone and will not, for any purpose, be deemed our employees or subject to our control, most particularly with respect to any mandated or other insurance coverage, tax or contributions, or requirements pertaining to withholdings, levied or fixed by any city, state or federal governmental agency. You and we will file our own tax, regulatory and payroll reports, and be responsible for all employee benefits and workers compensation payments with respect to our respective employees and operations, and we will save and indemnify one another of and from any liability of any nature whatsoever by virtue thereof.
13.2.3. We will not have the power to hire or fire your employees. You expressly agree, and will never contend otherwise, that our authority under this Agreement to certify certain of your employees or independent contractors for qualification to perform certain functions for the Franchised Business does not directly or indirectly vest in us the power to hire, fire or control any such employee or independent contractor. You alone are solely responsible for all hiring and employment decisions and functions relating to the Franchised Business, including, without limitation, those related to hiring, firing, training, establishing remuneration, compliance with wage and hour requirements, personnel policies, benefits, recordkeeping, supervision, and discipline of employees, regardless of whether you have received advice from us on these subjects or not. You agree that any direction you receive from us regarding employment policies should be considered as examples, that you alone are responsible for establishing and implementing your own policies, and that you understand that you should do so in consultation with local legal counsel well-versed in employment law.
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13.2.

13.2.4. You acknowledge and agree, and will never contend otherwise, that you alone will exercise day- to-day control over all operations, activities and elements of the Franchised Business and that under no circumstance shall we do so or be deemed to do so. You further acknowledge and agree, and will never contend otherwise, that the various requirements, restrictions, prohibitions, specifications and procedures of System which you are required to comply with under this Agreement, whether set forth in the Manual or otherwise, do not directly or indirectly constitute, suggest, infer or imply that we control any aspect or element of the day-to-day operations of the Franchised Business, which you alone control, but only constitute standards you must adhere to when exercising your control of the day-to-day operations of the Franchised Business.

13.3.
payroll or other taxes levied against you or your assets or against us in connection with the business you conduct or any payments you make to us pursuant to this Agreement or any other agreement (except for our own income taxes and any taxes we are required by law to collect from you on purchases from us). You will reimburse us for any gross receipts, sales, use or other tax assessed by any taxing authority in the state where the Franchised Business is located, on any fees or other amounts payable by you to us pursuant to this Agreement. We will not be liable or responsible for your compliance (or failure to comply) with any and all Legal Requirements.
13.4. Guarantee; Covenant Not to Compete. You and each of your Owners must, jointly and severally, guarantee your performance of all of your obligations, covenants and agreements under this Agreement by signing the Guarantee attached as Addendum 2, and you will otherwise bind yourselves to the terms of this Agreement. If the ownership interest is acquired after Effective Date, each new Owner must sign and provide the Guarantee to us within ten (10) days after obtaining the interest as an Owner. Additionally, you, your Owners, Manager, principals, officers, and directors, must each sign the Confidentiality Agreement and Covenant not to Compete attached as Addendum 6.
13.5. Organizational Documents. If you are, or at any time become, a Business Entity, you and each of your Owners represents, warrants and agrees that: (a) you are duly organized and validly existing under the laws of the state of your organization; (b) you have the authority to execute and deliver the Franchise Agreement and all related agreements and to perform your obligations under all such agreements; (c) the articles of incorporation, partnership agreement or other organizational documents recite that the issuance, transfer or pledge of any direct or indirect legal or beneficial ownership interest in you are restricted by the terms of the Franchise Agreement; (d) all certificates representing direct or indirect legal or beneficial ownership interests now or later issued do or will bear a legend in conformity with applicable law reciting or referring to such restrictions; and (e) the organizing documents will state that your purpose is limited to owning and operating the Franchised Business and any other GloPatrol Business that we grant to you, unless we agree otherwise in writing.
14. INDEMNIFICATION; INSURANCE
14.1. Indemnification. You, and each of the Owners identified on Addendum 1, agree that you shall, at all times, indemnify, exculpate, defend and hold harmless, to the fullest extent permitted by law, us, our successor, assigns, and Affiliates (including but not limited to Glo Patrol, LLC) and the respective officers, directors, shareholders, agents, representatives, independent contractors, servants, and employees of each of them (the “Indemnified Parties”) from all losses and expenses incurred in connection with any action, suit, proceeding, Claim, demand, investigation, or inquiry (formal or informal), or any settlement thereof, which arises out of or is based upon any of the following:
14.1.1. The infringement, alleged infringement or any other violation by you, your Owners or principals of any patent, mark, copyright, or other proprietary right owned or controlled by third parties due to your unauthorized use of all or any portion of the Marks and/or System.
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Taxes and Regulations. We will not be liable for any sales, service, use, excise, gross receipts, property,

14.1.2. Your, or your Owners’, violation, breach, or asserted violation or breach of any federal, state, or local law, regulation, ruling or industry standard.
14.1.3. Your, or your Owners’, libel, slander, or any other form of defamation.
14.1.4. Your employment or other contractual relationship with your employees, workers, managers, or independent contractors, including but not limited to any allegation, Claim, finding, or ruling that we are an employer or joint employer of your employees.
14.1.5. Your, or your Owners’: (a) violation or breach of any warranty, representation, agreement, or obligation in this Agreement or in any other agreement between you and us or our Affiliates; (b) acts, errors, or omissions, or those by any of your affiliates, any of your principals, officers, directors, shareholders, agents, representatives, independent contractors, or employees in connection with the establishment and operation of the Franchised Business, including, but not limited to, any acts, errors, or omissions of any of them in the operation of any motor vehicle or in the establishment or implementation of security for the Franchised Business.
Any damages, incidents, or Claims listed in this Section 14.1 that are alleged to be caused by an Indemnified Party’s negligence, unless (and then only to the extent that) the Claims, obligations, and damages are determined to be caused solely by the Indemnified Party’s gross negligence or willful misconduct according to a final, unappealable ruling issued by a court or arbitrator with competent jurisdiction. Your indemnification obligations under this Article 14 will continue in full force after, and survive, any expiration or termination of this Agreement.
14.2. Insurance. During the Term, you must maintain in force, at your expense, policies of insurance, in the minimum amounts specified by us, issued by carriers approved by us, that have a rating of at least B+ by A.M. Best, or the equivalent. Specifically, you must purchase and maintain throughout the term of the Franchise Agreement: (1) comprehensive commercial general liability and property damage insurance for the Franchised Business with an umbrella of at least $1,000,000 aggregate; (2) business interruption coverage; (3) automobile liability coverage of $250,000 per person, $1,000,000 per accident, and $100,000 property damage for any vehicles used in the operation of the Franchised Business; (4) worker’s compensation in an amount required by law; (5) employer’s liability insurance; (6) unemployment insurance; (7) state disability insurance; and (8) other insurance to meet any applicable statutory requirements. You must also maintain all other insurance required by state or federal law, or as required by your landlord. We may unilaterally modify our insurance requirements, which modifications may include increasing minimum policy limits, by delivering to you written notice of the change through the Manual.
14.2.1. Additional Named Insured. Each insurance policy must name us (and, if we so request, our members, directors, agents, and Affiliates) as “Additional Named Insured” (and not as “additional insureds”), and must provide us with thirty (30) days advance written notice to us of any material modification, cancellation, or expiration of the policy.
14.2.2. Copies of Policies. You must provide us with copies of policies evidencing the existence of the insurance required by this Section 14.2 at least ten (10) days prior to the time you are first required to carry insurance, and thereafter at least thirty (30) days prior to the expiration of any policy, along with certificates evidencing such insurance.
14.2.3. Our Right to Obtain Insurance. In the event you fail to obtain the required insurance and to keep it in full force and effect, we may, but will not be obligated to, purchase insurance on your behalf from an insurance carrier of our choice, and you must reimburse us for the full cost of such insurance, plus an administrative fee equal to 20% of the cost of such premiums, within five (5) days of the date we deliver
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you an invoice detailing such costs and expenses.
14.2.4. You acknowledge that the foregoing minimum insurance requirements do not constitute advice or a representation that such coverages are necessary or adequate to protect you from losses in connection with the Franchised Business. Nothing in this Agreement prevents or restricts you from acquiring and maintaining insurance with higher policy limits or lower deductibles than we require.

15. ASSIGNMENT
By Us. We may transfer or assign the System, the Marks, or all or any part of our rights or obligations

15.1.
under this Agreement to any Person or legal entity without limitation.

15.2. Assignment by you. We have entered into this Agreement in reliance upon and in consideration of your singular personal skill and your qualifications, as well as the trust and confidence we have in you. Therefore, neither your interest in this Agreement, nor any interest in you, nor substantially all of your assets, nor in the Franchised Business, can be assigned, transferred, given away or encumbered, voluntarily or involuntarily (a “Transfer”), without our prior written consent.
15.2.1. We will not unreasonably withhold approval of a Transfer if you comply with the conditions of this Article 15. Our consent to a Transfer will not constitute a waiver of any claims we may have against you.
15.2.2. If, after a Transfer approved by us, one of your Owners no longer has any interest in you or the Franchised Business, then that Person will be relieved of liability for any obligations to us that arise after the date of the Transfer, except for those obligations that arise under Articles 16 or 18.

Conditions for Approval of Transfer. We, in our discretion, may impose conditions on the Transfer, including the following:
15.3.1. You and your Owners must be in full compliance with this Agreement, and must have been in substantial compliance with this Agreement during the Term, and must pay all amounts then owed to us or our Affiliates.
15.3.2. The transferee must complete and submit all application documents required by us from prospective franchisees at the time of the assignment and be approved in writing by us.
15.3.3. The transferee shall have, at our option, either: (i) assumed this Agreement by a written assumption agreement approved by us (which will include a personal guarantee(s) by the transferee, its principals and/or owners of a beneficial interest in transferee), or have agreed to do so at closing; or (ii) executed a replacement franchise agreement on the standard form of franchise agreement we are then offering to new franchisees, which may differ from this Agreement in all material respects, including but not limited to having a smaller Area of Operations and higher or different fees than were granted in this Agreement.
15.3.4. At the time you ask for our consent to a Transfer, you must pay us a transfer fee of $1,000, which will not be refundable under any circumstances.
15.3.5. At the expense of either you or the transferee, upgrade, remodel, or replace the assets used by the Franchised Business, including any and all of your equipment, to conform to our then-current standards and specifications for new franchisees, and complete the upgrading, remodeling, or replacing and other requirements within the time specified by us.
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15.3.

15.3.6. Prior to the date of Transfer, your transferee will attend training at our designated location as required under the-then current franchise agreement being used by us.
15.3.7. You and each Owner shall have executed a general release, on our then-current form (our current form is attached to the Franchise Disclosure Document as Exhibit E), of any and all Claims against us and our Affiliates and our and their respective officers, directors, shareholders, managers, members, agents and employees in their corporate and individual capacities; provided, however, that any release will not be inconsistent with any state law regulating franchising.
15.3.8. If any part of the sale price is financed, you must agree that all obligations of the transferee under any promissory note, other payment agreement, or financing statement will be subordinate to the obligations of the transferee to pay the Royalty Fee, Brand Fund Fee, and other amounts due to us and our Affiliates pursuant to this Agreement.
15.3.9. You must execute a written agreement not to compete in favor of us and your transferee, with terms and the same as those set forth in Sections 16.5 and 16.6.

Right of First Refusal. At least sixty (60) days before you intend to Transfer the Franchised Business, you must give written notice to us of your intention to make a Transfer. This notice must include a fully-executed copy of any purchase / sale document, and any documents referred to in that / those document(s).
15.4.1. We will have the right to acquire the Transferred interest at the same price, and on the same terms and conditions, as contained in any bona-fide offer from a third party made to you. Our credit will be deemed equal to the credit of any proposed buyer (meaning that, if the proposed consideration includes promissory notes, we or our designee may provide promissory notes with the same terms as those offered by the proposed transferee).
15.4.2. We must receive, and you and your Owners agree to make, all customary representations and warranties given by the seller of the assets of a business or the ownership interests in a Business Entity, as applicable.
15.4.3. We have the unrestricted right to assign this right of first refusal to a third party, who then will have the rights described in this Section.
Any material change in the terms of any offer prior to closing shall constitute a new offer subject to the same right of first refusal by us. This Section 15.4 will not apply to: (a) a Transfer by you or your Owners to adult children of you or your Owners; or (b) if you are a Business Entity, the Transfer of your shares to an Owner who was identified on Addendum 1 of this Agreement as of the Effective Date.
15.5. Limited Assignment Right for Sole Proprietorships or Partnerships. If you are a sole proprietorship or partnership, we expressly consent to the Transfer of this Agreement, without payment of a fee, to a Business Entity owned and controlled by the same Owners, provided that you and each of the Owners execute: (a) an assignment agreement; and (b) guarantee of the assignee's obligations to us using the form attached as Addendum 2. You must notify us in writing of any proposed Transfer under this Section 15.5 and must provide and/or sign all documents we request including, but not limited to, assignment documents, articles of incorporation or organization and bylaws.
15.6. Transfer Upon Death or Incapacitation. Upon the death or permanent incapacity (mental or physical) of you, or of any of your Owners, the executor, administrator, or personal representative of such Person shall Transfer such interest to a third party approved by us within ninety (90) days after such death or mental
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15.4.

incapacity. Such Transfers, including, without limitation, Transfers by devise or inheritance, shall be subject to the same conditions as an inter vivos transfer, except that the transfer fee stated in Section 15.3.4 will be waived. In the case of Transfer by devise or inheritance, however, if the heirs or beneficiaries of any such Person are unable to meet the conditions of this Section 15.6, the executor, administrator, or personal representative of the decedent shall Transfer the decedent’s interest to another party approved by us within ninety (90) days, which disposition shall be subject to all the terms and conditions for Transfer contained in this Agreement. If the interest is not disposed of within the ninety (90) day period, we may, at our option, terminate this Agreement. In the event of the death or disability of an you (if you are an individual), the Transfer of your interest in this Agreement and the Franchised Business by will or intestate succession, or conveyance of such interest in the event of disability, to your individual heirs, will require our written consent, but will not give rise to our right of first refusal under Section 15.4. However, our right of first refusal will apply to any proposed Transfer or assignment by such heirs.
16. COVENANTS REGARDING COMPETITION AND CONFIDENTIAL INFORMATION
16.1. Acknowledgement by You. You acknowledge that you will obtain knowledge of our Confidential Information that is essential to the operation of the Franchised Business, without which information you could not effectively and efficiently operate it. You further acknowledge that such Confidential Information was not known to you prior to execution of this Agreement. You further acknowledge and agree that all of the Confidential Information is our sole property, represents our valuable assets, and that we have the right to use the Confidential Information in any manner we wish at any time.
16.2. Use and Disclosure of Confidential Information. You will not use any Confidential Information for any purpose other than in the manner we permit or direct. You may disclose Confidential Information only to such of your employees, agents and representatives as reasonably necessary in order to operate the Franchised Business. You may not, during the Term or afterward, communicate, divulge or use for the benefit of any other Person or entity any Confidential Information, except to such employees and independent agents as must have access to it in order to operate the Franchised Business, and you agree that your use of Confidential Information for any purpose other than the development and operation of the Franchised Business in accordance with this agreement would constitute unfair competition. Any and all Confidential Information may not be used for any purpose other than conducting the Franchised Business. You agree not to make any copies of, reproductions of, or extracts of any Confidential Information except strictly incidental to, and solely in furtherance and within the scope of your relationship with us. You will never reveal any Confidential Information to any Person, except as permitted by this Agreement or pursuant to an order from a court of competent jurisdiction. In the event that you should receive such a court order, you must provide us immediate oral and written notice of such order, and must cooperate with us in protecting the secret nature of the Confidential Information.
16.3. Preservation of Confidentiality. You shall not permit any Person (including your Owners, Managers, principals, officers, directors, and employees) to access Confidential Information (including the Manual) without first requiring them to execute confidentiality agreements, in a form we approve, requiring that all Confidential Information that may be acquired by or imparted to such Person be held in strict confidence and used solely for the benefit of you and us. All confidentiality agreements described in this paragraph must include a specific identification of us as a third-party beneficiary with the independent right to enforce the agreement. Our current approved form is attached as Addendum 8.
16.4. Covenant Not to Compete: During Term. You covenant and agree that, during the Term and any successor term(s), neither you nor your Owners, Manager(s), officers, directors, members, and partners will directly or indirectly own, invest in, partner with, direct, serve as an officer or director for, be employed by, consultant with, represent, act as an agent for, or divert or attempt to divert any Customer or business to, any Competitive Business anywhere.
16.5. Covenant Not to Compete: After Term. For the reasons stated in Section 16.4 above, you covenant and
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agree that, for a period of two (2) years after the termination of this Agreement or any successor to this Agreement, regardless of the reason, cause, purpose, or source of the termination (including but not limited to the your Transfer of this Agreement), neither you nor your owners, managers, Manager(s), officers, directors, members, and partners will directly or indirectly own, invest in, partner with, direct, serve as an officer or director for, be employed by, consultant with, represent, or act as an agent for, any Competitive Business within the Area of Operations, or within the area of operations of any other GloPatrol Business that is then open or under development.
16.6. Covenant Not to Divert Customers or Employees. You agree that, during the Term or any successor term(s), and for a period of two (2) years after the termination or expiration of this Agreement or any successor agreement(s), you will not divert, attempt to divert, or accept business from any Customer to any Competitive Business, or attempt to obtain an unfair advantage over us or any GloPatrol Businesses by employing, or seeking to employ, any of our employees or the employees of any other GloPatrol Business, or induce or seek to induce, such employees to leave their employment, or offer assistance, in any way, to any Competitive Business.
16.7. Further Acknowledgements by You. You agree that all covenants in this Agreement and this Article 16 are fair and reasonable in both duration and area, and will not impose any undue hardship on the you. You agree that the existence of any Claims you may have against us, whether or not arising from this Agreement, will not constitute a defense to enforcement by us of the covenants in this Article. You further acknowledge that a violation of any covenant in this Article 16 will cause us irreparable harm, the exact amount of which may not ascertainable, and therefore, you consent that in the event of such violation, we will, as a matter of right, be entitled to apply for injunctive relief to restrain you, or anyone acting for you or on your behalf, from violating said covenants. Such remedies, however, are cumulative and in addition to any of the remedies to which we may then be entitled. The covenants set forth in this Article 16 will survive the termination, expiration or Transfer of this Agreement. You agree to pay all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by us in connection with the enforcement of the covenants in this Article 16. YOU EXPRESSLY ACKNOWLEDGE THAT YOU POSSESS SKILLS AND ABILITIES OF A GENERAL NATURE AND HAVE OTHER OPPORTUNITIES TO EXPLOIT SUCH SKILLS. CONSEQUENTLY, ENFORCEMENT OF THE COVENANTS SET FORTH ABOVE WILL NOT DEPRIVE YOU OF THE ABILITY TO EARN A LIVING.
16.8. Covenants Are Severable; Tolling. The parties agree that each covenant in this Article 16 is construed to be independent of any other covenant or provision of this Agreement. If all or any portion of the covenants in this Agreement is held unenforceable or unreasonable by a court or agency having competent jurisdiction in any final decision to which we are a party, you expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resultant covenant were separately stated in and part of this Agreement. Any period of time specified in this Article 16 will be tolled and suspended for any period of time during which you are in violation of any restrictive covenant.
16.9. Limited Exclusion. The restrictions contained in Sections 16.4 and 16.5 above will not apply to ownership of less than two percent (2%) of the shares of a company whose shares are listed and traded on a national securities exchange if such shares are owned for investment only.
17. DEFAULT; TERMINATION
17.1. Immediate Termination With Notice and No Opportunity to Cure. We will have the right to terminate this Agreement immediately, without providing you an opportunity to cure, upon written notice to you under any of the following circumstances:
17.1.1. Abandonment. You fail to keep the Franchised Business operating for a period of five (5) consecutive business days, except as may be allowed by us in the Manual or otherwise in writing.
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17.1.2. Bankruptcy or Insolvency. You become insolvent or are adjudicated bankrupt; or any action is taken by you, or by others against you, under any insolvency, bankruptcy or reorganization act; you make an assignment for the benefit of creditors; a receiver is appointed for you; or your real or personal property is sold at levy.
17.1.3. Certain Acts. Conduct or activity by you, your Manager(s), or Owners that is reasonably likely to have an adverse effect or reflect unfavorably on the Franchised Business, us, the System, GloPatrol Businesses generally, the Marks, or the goodwill associated with them, including (but not limited to) a felony conviction of you or of any of your Owners or Manager.
17.1.4. Unauthorized Assignment. You or an Owner purport to sell, assign, Transfer or encumber this Agreement, the Franchised Business or an interest in you without our prior written consent in violation of Article 15.
17.1.5. Failure to Comply With Laws. You fail to comply with any material Legal Requirement applicable to the operation of the Franchised Business, and fail within the time period allowed by law (if applicable) to cure the noncompliance following your receipt of notice of the noncompliance. If no time period is specified, the cure period will be twenty-four (24) hours from the receipt of such notice.
17.1.6. Repeated Defaults. We deliver to you three or more written notices of default pursuant to this Article 17 within any twelve (12) month period, whether or not the defaults described in the notices ultimately are cured.
17.1.7. Material Misrepresentations. You make any material misrepresentations relating to the acquisition of the Franchised Business or in connection with the operation of the Franchised Business.
17.1.8. Failure to Allow Inspection. You refuse to allow or cooperate with the inspections by us described in Article 12.
17.1.9. Violation of Restrictive Covenants. You or your Owners violate any of the restrictive covenants in in Article 16.
17.1.10.Interference With Relationships. You interfere or attempt to interfere with our actual or prospective contractual relations with Suppliers, other GloPatrol Businesses, employees, advertising agencies or any third parties.
17.1.11.Sale of Unapproved Products or Services. You offer or sell as part of the Franchised Business any unapproved product, service or program; do not sell Authorized Services or Products, or do not use or disseminate (as applicable) all materials, notices and procedures specified by us.
17.1.12.Intellectual Property Misuse. If you challenge the validity of, materially misuse, or make any unauthorized use disclosure, or duplication of the Confidential Information (excluding only independent acts of employees or others if you exercised its best efforts to prevent such disclosures or use).
17.1.13.Anti-Terrorism Laws. You violate, or make any misrepresentation regarding your compliance with, or violation of, Anti-Terrorism Laws by you, your Owners, officers, directors, Managers, managers, members, partners, or agents.

17.2.
will become effective upon delivery of written notice of termination, if you fail to cure the following defaults within seven (7) days after delivery of written notice: (a) failure to obtain or maintain required insurance
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Termination After 7-day Cure Period. We have the right to terminate this Agreement, which termination

coverage; (b) failure to pay any amounts due to us (including to the Brand Fund); (c) failure to pay any amounts for which we have advanced funds for or on your behalf, or upon which we are acting as guarantor of your obligations; (d) your or your employees’ failure to obtain and maintain any permit or license necessary for the operation of the Franchised Business; (e) your Owners are engaged in a dispute with one another (deadlock) that materially affects the operation of the Franchised Business, which dispute or deadlock remains unresolved after the expiration of the seven (7) day cure period; or (f) you fail to resolve Customer complaints and/or disputes as required by Section 9.9. The description of any breach in any notice served by us upon you will in no way preclude us from specifying additional or supplemental breaches in any action, arbitration, hearing or suit relating to this Agreement or its termination.
17.3. Termination with 30-Day Cure Period. Except for any default by you under Sections 17.1 or 17.2 of this Agreement, and as otherwise expressly provided elsewhere in this Agreement, you shall have thirty (30) days after our written notice of default within which to remedy any default under this Agreement, and to provide evidence of such remedy to us. If any such default is not cured within that time period, this Agreement and all rights granted by it will automatically terminate without further notice or opportunity to cure.
17.4. Effect of Laws; Election by us not to Terminate Immediately. If applicable law will not allow the termination of this Agreement immediately as stated in Section 17.1 above, or if we elect not to have the default result in the immediate termination of this Agreement, the concerned default will be subject to the provisions of, and the cure period stated in, Paragraph 17.2. If applicable law requires a longer cure period than that specified in this Agreement, the longer period will apply.
17.5. Our Pre-Termination Options. If you fail to pay any amount owed under this Agreement, or fail to comply with any term of this Agreement or the Manual (subject to applicable notice and cure periods), then, in addition to our right to terminate this Agreement or to bring a claim for damages, we have the following options as we deem necessary:
17.5.1. To suspend all services provided to you under this Agreement or otherwise, including training, marketing assistance, and the sale of products and supplies.
17.5.2. To eliminate listing you in any advertising. marketing or promotional materials, including any directory listings, approved or published by us and our principal website.
We may continue taking these actions until you comply with its requirements and we acknowledge your compliance in writing. The options in this Section 17.5 will have no effect on, and will not release you from, any obligation you owe to us or to our Affiliates.
17.6. Termination by You. You can terminate this Agreement only with our prior written consent, or if we commit a material breach of this Agreement that is not cured within sixty (60) days after written notice from you. If the nature of the breach is such that we will be unable to cure it within the required sixty (60) day period, we can take such additional time as may be reasonably necessary within which to cure said breach provided that we have begun taking corrective action within the sixty (60) day period, and we pursue it diligently to completion.
17.7. Cross-Default. Any default by you under any agreement between you and us or our Affiliates, and your failure to cure within any applicable cure period, shall be considered a default under this Agreement and shall provide an independent basis for us to terminate this Agreement. If the default under the other agreement is such that it would entitle us to immediately terminate that other agreement, then we will be entitled to immediately terminate this Agreement in the manner stated in Section 17.1.
17.8. Reimbursement of our Costs. In the event of a default by you, all of our costs and expenses arising from such default, including reasonable: (a) legal fees; (b) investigation fees; (c) travel expenses of our employees or
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agents; and (d) hourly charges of our employees or agents, shall be paid to us by you within five (5) days after you cure the default, or upon demand by us if the default is not cured.
18. POST TERMINATION OBLIGATIONS
Upon termination or expiration of this Agreement for any reason:
18.1. Cease Use of Marks and System Materials. You must immediately cease all use of the Marks and Trade Dress, the Manual, materials relating to the System and its operation, and Confidential Information.
18.2. Representations of Affiliation. You must refrain from any representation whatsoever that you are a our franchisee, or that you are or have been affiliated with us, and take any affirmative action necessary to remove any use of the Marks in connection with the Franchised Business. You shall, at our option and request, assign to us all rights to all telephone numbers, e-mail addresses, URLs, domain names, social media identities, Internet listings, and Internet accounts related to the Franchised Business. If you do not voluntarily comply with this Section 18.2, we may, at our option, execute in your name and on your behalf, any and all documents necessary to end your use of the Marks and you irrevocably appoint the Person serving as our Manager or President as your attorney-in-fact to do so.
18.3. De-Identification. You shall modify all vehicles or equipment used by the Franchised Business (including, without limitation, the changing of the color scheme and other distinctive design features, and the changing of and assigning to us of, the telephone numbers) as may be necessary to distinguish the appearance of the Franchised Business from that of other GloPatrol Businesses, and you must make such specific additional changes to the Franchised Business as we may reasonably request for that purpose. Such de-identification must be completed within fifteen (15) days after expiration or termination of this Agreement.
18.4. Payment; Security Interest. You must pay all sums owed under the terms of any agreement with us or our Affiliates within fifteen (15) days of termination or expiration of this Agreement, or such later date that any amounts due have been determined by us. Said sums will include all interest, damages, costs and expenses, including reasonable attorneys’ fees, incurred by us, whether or not said sums are incurred prior to or subsequent to the termination or expiration of this Agreement. Said sums will also include the Liquidated Damages and all other costs and expenses, including, without limitation, reasonable attorneys' fees, costs, and expenses incurred by us in obtaining injunctive or other relief to enforce the provisions of this Agreement. You grant to us a security interest (which shall be subordinate to any purchase money security interest) in any equipment, inventory, supplies, furniture and fixtures and goods represented thereby, to the extent that we have not received all funds due and owing from you. This Agreement shall constitute a security agreement granting to us a security interest in the above mentioned collateral, and you shall execute any and all financing statements required by us to perfect our security interest in the collateral.
18.5. Return of Manual and Other Confidential Information. You must, within ten (10) days of the termination, deliver to us the Manual and all Confidential Information, Intellectual Property, records, files, computer programs, software, Customer Information, records, files, instructions, correspondence, and any and all other materials relating to the operation of the Franchised Business that were provided to the you, or held by a third party on your behalf, and all copies of it (all of which you acknowledge is our property). You will retain no copy or record of any of the foregoing, with the exception only of your copy of this Agreement, correspondence between the parties and any other documents which you reasonably need to comply with law.
18.6. Our Right to Purchase Tangible Assets. We will have the option to purchase your interest (if any) in any or all of the Franchised Business’s equipment, supplies, and signs for a purchase price equal to the lesser of your cost or then-current fair market value, to be determined by a qualified independent third party of our choosing, and may set off against the purchase price any amounts that you owe to us. We will exercise our option by
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delivering written notice before or within thirty (30) days after this Agreement expires or is terminated.
18.7. Liquidated Damages. If an early termination of this Agreement occurs (which will mean any termination of the Agreement before the end of the Term, other than due to a mutual termination or your termination under Section 17.6), you will, within ten (10) days of such early termination, pay to us liquidated damages (“Liquidated Damages”). The parties agree that the Liquidated Damages are not a penalty, and that it would be impracticable or extremely difficult to calculate the actual amount you would have been obligated to pay as Royalty Fees and Brand Fund Fees through the end of the Term. As a result, the parties agree that the following method of calculation represents a fair and reasonable estimate of our damages: Liquidated Damages will be two hundred dollars ($200), multiplied by the greater of: (i) twenty-four (24), or (ii) the number of full months remaining in the Term. The product of that calculation will be discounted for the present value of the total by using a discount rate of eight percent (8%), assuming you pay us within ten (10) days of the early termination.
18.8. Use of Customer and other Information. We have the right, during and after the Term, to access and use: (i) all information you provide to us contained in your sales and transaction reports, and in such other operational reports that we request from you; (ii) Customer Information; and (iii) the contact information of you or your Owners. We may use this information for business purposes that may include, without limitation, public relations, advertising. statistical compilations, investigations and resolutions of client complaints, and quality surveys. We have the right, after termination, to continue to use the information referred to in this Section 18.8 and have the exclusive right to use Customer Information, and to make the Customer Information available to other GloPatrol Businesses for such purposes as we deem appropriate.
18.9. Termination Without Prejudice. The expiration or termination of this Agreement will not relieve you of any of your obligations to us existing at the time of expiration or termination, nor will it terminate those of your obligations which, by their nature, survive the expiration or termination of this Agreement. The expiration or termination of this Agreement will be without prejudice to our rights against you; and in the event of a termination which is the result of your material breach or default under this Agreement, we will, in addition to our rights set forth above, also be entitled to all rights and remedies available at law or in equity.
19. GOVERNING LAW; DISPUTE RESOLUTION
19.1. Governing Law. This Agreement is governed by and will be interpreted in accordance with the laws of the State of Minnesota, without reference to conflict of laws principles. By agreeing to the application of Minnesota law, the parties do not intend to make this Agreement or their relationship subject to any franchise, dealership, distributorship, business opportunity, or other statute, rule, or regulation of the State of Minnesota to which this Agreement or the parties’ relationship would not otherwise be subject. We and you each acknowledge and agree that this choice of applicable state law provides you and us with the mutual benefit of uniform interpretation of this Agreement. You expressly waive any rights or protections you have or may have under any statute or law of any other state to the fullest extent permitted by law. This Agreement may be deemed to be amended from time to time as may be necessary to bring any of its provisions into conformity with valid applicable laws or regulations.
19.2. Mediation. All Claims or disputes between you and us or our Affiliates arising out of, or in any way relating to, this Agreement, or any of the parties’ respective rights and obligations arising out of this Agreement, must be submitted first to mediation prior a hearing in binding arbitration or a trial court proceeding. The mediation will be conducted under the auspices of the AAA, in accordance with AAA’s Commercial Mediation Rules then in effect, and shall take place in Minneapolis, Minnesota, or at the AAA office closest to our then- current headquarters, under the auspices of the AAA. The parties shall select a mediator according to the procedures specified in those rules. You may not commence any action against us or our Affiliates with respect to any such Claim or dispute in any court unless mediation proceedings have been terminated either: (i) as the result of a written declaration of the mediator(s) that further mediation efforts are not worthwhile; or (ii) as a result of a
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written declaration by us. The parties shall each bear their own costs of mediation and shall share equally the filing fee imposed by AAA and the mediator’s fees. We reserve the right to specifically enforce its right to mediation. Prior to mediation, and before commencing any legal action against us or our Affiliates with respect to any such Claim or dispute, you must submit a notice to us, which specifies in detail, the precise nature and grounds of such Claim or dispute.
19.3. Claims Excluded. We are not required to first attempt to mediate a controversy, dispute or claim against you through mediation as set forth in this Article 19 if such controversy, dispute or claim concerns an allegation by us that you have violated (or threatens to violate, or poses an imminent risk of violating): (a) any of our rights in the Marks, the System, or in any of our trade secrets, Intellectual Property, or Confidential Information; (b) any claims pertaining to your non-monetary post-termination obligations; or (c) any of the restrictive covenants contained in this Agreement. Nothing in this Agreement bars you or us from seeking preliminary injunctive or declaratory relief against a breach or threatened breach of this Agreement pending mediation of the dispute,.
19.4. Injunctive Relief. You acknowledge that a breach of this Agreement by you, which relates to any of the matters set out below, will cause us irreparable harm for which monetary damages are an inadequate remedy. Therefore, in addition to any other remedies we have under this Agreement, we are entitled to seek and obtain the entry of temporary and permanent injunctions and orders of specific performance enforcing the provisions of this Agreement with respect to: (i) the Marks; (ii) the System; (iii) Intellectual Property; (iv) the obligations of you upon termination or expiration of this Agreement; (v) Transfers; (vi) Confidential Information; (vii) covenants not to compete with us; and (viii) any act or omission by you or your employees that: (a) constitutes a violation of any Legal Requirement; (b) is dishonest or misleading to customers of the Franchised Business or other GloPatrol Businesses; (c) constitutes a danger to the employees or customers of the Franchised Business or to the public; or (d) may impair the goodwill associated with the Marks or the System. We will be entitled to seek such relief in a court of competent jurisdiction, and will not be required to seek any such relief or remedy in arbitration. Neither party is required to post a bond or other security with respect to obtaining injunctive relief. If we secure any such injunction, you agree to pay to us an amount equal to the aggregate of our costs and expenses, including without limitation reasonable attorney fees, costs, and expenses, that we incur in obtaining such relief.
19.5. Attorney Fees; Collection Costs. If either party commences a legal action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the other party its reasonable attorney fees and costs of suit. If we are required to engage a collection agency or use legal counsel in connection with any failure by you to pay when due amounts due to us, or to submit when due any reports, information, or supporting records, or in connection with any failure by you to otherwise comply with this Agreement, you must reimburse us for all costs and expenses of enforcement and collection, including reasonable legal fees and reasonable hourly charges of our administrative employees.
19.6. WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL. WE AND YOU HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE, MULTIPLE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES AGAINST ONE ANOTHER ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE IS BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), AND AGREE THAT IN THE EVENT OF A DISPUTE BETWEEN YOU AND US, EACH OF THE PARTIES WILL BE LIMITED TO THE RECOVERY OF ANY: (A) ACTUAL DAMAGES SUSTAINED BY IT; (B) LIQUIDATED DAMAGES AS PROVIDED IN SECTION 18.7; AND (C) TRADEMARK LAW TREBLE DAMAGES. IF SUCH CLAIMS AND DEMANDS CANNOT BE WAIVED BY LAW, THEN THE PARTIES AGREE THAT ANY RECOVERY WILL NOT EXCEED TWO (2) TIMES ACTUAL DAMAGES. WE AND YOU IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER YOU OR US.

Your Initials:__________

19.7. WAIVER OF CLASS OR GROUP ACTION. ANY DISAGREEMENT BETWEEN YOU AND US (AND/OR OUR AFFILIATES AND OWNERS) WILL BE CONSIDERED UNIQUE AS TO ITS FACTS AND MUST NOT BE BROUGHT AS A CLASS ACTION. YOU WAIVE ANY RIGHT TO PROCEED AGAINST US (AND OUR AFFILIATES, STOCKHOLDERS, MEMBERS MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) BY WAY OF CLASS ACTION, OR BY WAY OF A MULTI-PLAINTIFF, CONSOLIDATED OR COLLECTIVE ACTION.
Your Initials:__________
19.8. Choice of Forum. Subject to, and without affecting any other provisions of this Agreement, any cause of action, claim, suit or demand allegedly arising from or related to the terms of this Agreement or the relationship of the parties must be brought in a court of competent jurisdiction in Minneapolis, Minnesota, or, if our principal place of business is in a city other than Minneapolis, Minnesota, then the federal or state court for the jurisdiction in which we then have our principal place of business. Both parties irrevocably submit themselves to, and consent to, the exclusive jurisdiction of said courts. The provisions of this Section 19.8 will survive the termination of this Agreement. You are aware of the business purposes and needs underlying the language of this Section 19.8, and with complete understanding, agree to be bound by this provision.
20. GENERAL PROVISIONS.
20.1. Severability. All provisions of this Agreement are severable. If pursuant to the decision of any court having jurisdiction, any provisions are not enforceable in whole or in part, the remainder of this Agreement will continue to be in full force and effect, and the affected provisions will be superseded and modified by such applicable law.
20.2. Approvals. Whenever this Agreement requires our prior approval or consent before you take any action, you must make a timely written request to us, and our approval or consent must be obtained in writing. We will not unreasonably withhold or unreasonably delay our response. By providing any waiver, approval, consent, or suggestion to you or in connection with any consent, or by reason of any neglect, delay, or denial of any request, we make no warranties or guarantees upon which you may rely, and assume no liability or obligation to you.
20.3. No Modifications; Waiver. No waiver or modification of this Agreement or of any covenant, condition, or limitation will be valid unless it is made in writing and duly executed by the party to be charged with it. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding between the parties arising out of or affecting this Agreement, or the rights or obligations of any party, unless such waiver or modification is in writing, duly executed. Our waiver of your breach of any term of this Agreement applies only to that one breach and that one term, and not to any subsequent breach of any term. Acceptance by us of any payments due under this Agreement will not be deemed to be a waiver by us of any preceding breach by you of any term.
20.4. Force Majeure. Except for monetary obligations under, or as otherwise specifically provided for in, this Agreement, if either party to this Agreement is delayed or hindered in or prevented from the performance of any act required under this Agreement by Force Majeure, then performance of such act is excused for the period of the delay, but no such delay will exceed ninety (90) days.
20.5. Definitions and Captions. Unless otherwise defined in this body of this Agreement, capitalized terms shall have the meaning ascribed to them in the Appendix or as defined in this Agreement. All captions in this Agreement are intended for the convenience of the parties, and none shall be deemed to affect the meaning or construction of any provision of this Agreement. Wherever the word “including” is used, it means “including but
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not limited to.”
20.6. Persons Bound. This Agreement shall be binding on the parties and their respective successors and assigns.
20.7. Rules of Construction. Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed or resolved against the drafter of this Agreement, whether under any rule of construction or otherwise. Terms used in this Agreement that are not defined shall be construed and interpreted according to their ordinary meaning. If any provision of this Agreement is susceptible to two (2) or more meanings, one of which would render the provision enforceable and the other(s) which would render the provision unenforceable, the provision shall be given the meaning that renders it enforceable.
20.8. Notices. Except as otherwise expressly provided herein, all written notices and reports permitted or required to be delivered by the parties shall be deemed so delivered: at the time delivered, if by hand; one (1) business day after transmission, if by overnight delivery service; one (1) business day after transmission, if by facsimile or other electronic system expressly approved in the Manuals as appropriate for delivery of notices under this Agreement (with confirmation copy sent by regular U.S. mail); or three (3) business days after placement in the United States Mail by Certified Mail, Return Receipt Requested, postage prepaid. Information for notices is as follows, and you will immediately notify us of any changes to the following contact information:
20.9. Execution/Counterparts. Two (2) copies of this Agreement may be signed, each of which, when signed, is an original, and which, together, constitute one and the same instrument. This Agreement may be executed in two (2) or more counterparts, each of which constitutes an original, and all of which, when taken together, constitutes one Agreement.
20.10. Survival. All provisions, including the understandings, representations and warranties, which, as a matter of logic or otherwise, need to continue in force and effect subsequent to and notwithstanding the expiration or termination of this Agreement in order to achieve an intended result, will continue in full force and effect despite the absence of such specific language with respect to each of them.
20.11. Third Party Beneficiaries. This Agreement is not for the benefit of any third parties and is only for the benefit of you, us, and to the extent applicable, our Affiliate(s).
[This Area Intentionally Left Blank]
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If to us:
Glo Patrol, LLC
8868 Springwood Drive Woodbury, Minnesota 55125

If to you:
The address listed in Addendum 1

20.12 Entire Agreement. This Agreement, the Addenda attached to it, and any other agreements executed by you and us concurrently with our execution of this Agreement represent the entire fully integrated agreement between you and us, and supersede all other negotiations, agreements, representations, and covenants, oral or written. Notwithstanding the foregoing, nothing in this Agreement shall disclaim or require you to waive

reliance on any representation that we made in the Franchise Disclosure Document (including its exhibits and

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date our

amendments) that we delivered to you in connection with this franchise offering. Except for those changes

Manager signs the Agreement in its signature block below (the “Effective Date”).
permitted to be made unilaterally by us, no amendment, change or variance from this Agreement shall be

binding on either party unless mutually agreed to in writing by you and us, and executed by your and our

Glo Patrol, LLC you: authorized officers or agents.

GLO PATROL, LLC
By:
Print Name: Its:
Date:

FRANCHISEE:__________________________
By:
Print Name: Its:
Date:

APPENDIX GLOSSARY OF TERMS
AAA: The American Arbitration Association.
Affiliate: A Person or Business Entity which is united, attached, connected, or allied with, or is
controlling or under common control with a party.
Agreement: This Franchise Agreement and any of its amendments.
Anti-Terrorism Laws: Executive Order 13224 issued by the President of the United States, the Terrorism Sanctions Regulations (Title 31, Part 595 of the 15.S. Code of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31, Part 597 of the 15.S. Code of Federal Regulations), the Cuban Assets Control Regulations (Title 31, Part 515 of the 15.S. Code of Federal Regulations), the USA PATRIOT Act, and all other present and future federal, state and local laws, ordinances, regulations, policies lists and any other requirements of any Governmental Authority (including without limitation, the United States Department of Treasury Area of Operations of Foreign Assets Control) addressing or in any way relating to terrorist acts and acts of war.
Area of Operations: Defined in Section 2.1.
Approved Supplies: Defined in Section 9.3.
Authorized Products: The specific products and menu items that are specified by us from time to time in the Manual, or as otherwise directed by us in writing, for sale at the Franchised Business, prepared, sold and/or manufactured in strict accordance with our standards and specifications.
Authorized Services: The specific services that are specified by us from time to time in the Manual, or as otherwise directed by us in writing, for sale at the Franchised Business, rendered or provided in strict accordance with our standards and specifications.
Brand Fund: The Brand Fund that we will establish with the contributions that we receive from GloPatrol Businesses in accordance with Articles 6 and 8.
Brand Fund Fee: Defined in Section 6.4.
Business Entity: A corporation, a general or limited partnership or a limited liability company.
Capital Modifications: Defined in Section 9.8.1.
Claim: Any legal or other claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, including any and all taxes, of any kind or nature.
Commencement Date: The date you begin operating your Franchised Business.
Competitive Business: Any business that: (i) provides or offers to provide services the same as or similar to the type of services sold in GloPatrol Businesses (including but not limited to the Authorized Services); or (ii) sells or offers to dispense products the same as or similar to the type of products sold in GloPatrol Businesses (including but not limited to the Authorized Products), other than a GloPatrol Business operated under a franchise agreement with us.
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Confidential Information: The information that we consider proprietary and/or confidential, which includes without limitation: sales and marketing methods and data; information regarding the System; operating and other business data; computer programs; trade secrets; the Intellectual Property; business plans; advertising and promotional methods; financial information and data; product information; information regarding current or prospective customers, other franchisees, agencies, Suppliers, and other related information; Customer Information; and the Manual. Confidential Information will include any information that we share with you that we do not also make publicly available, but shall not include information which was known to you and in actual commercial use by you or generally within the industry, in the manner and combination disclosed: (a) at or prior to the time you received it; or (b) at or prior to the Effective Date, whichever occurred first.
Conversion Franchisee: A franchisee who, prior to the Effective Date, owned and operated the Franchised Business as a Competitive Business for at least six (6) months and is, pursuant to this Agreement, converting that previously-Competitive Business to a GloPatrol Business.
Customer: An actual or potential purchaser of Authorized Products or Services, or a customer of any GloPatrol Business.
Customer Information: Defined in Section 11.2.
Effective Date: The date we sign the Agreement, as indicated in our signature block. EFT: Defined in Section 6.5.
Force Majeure: This includes war, riot, strikes, materials shortages, fires, floods, earthquakes, and other acts of God, or governmental action or force of law, but excluding a shortage of funds, which results in your or our inability to operate the Franchised Business or otherwise perform an obligation under this Agreement, and which the party responsible for performance could not by the exercise of due diligence have avoided.
Franchised Business: The GloPatrol Business operated by you, under the Marks and the System, within the Area of Operations.
GloPatrol Business: A business operated under the Marks by us, our Affiliates, or under a franchise or license agreement with us, the terms of which may vary materially from those in this Agreement.
Gross Revenue: All consideration, whether by cash, credit, in kind, checks, gift certificates, scrip, coupons, services, property or other means of exchange, or otherwise, derived directly or indirectly from the operation of the Franchised Business. Gross Revenue consisting of property, products or services shall be valued at the retail prices applicable and in effect at the time that they are received. Any amounts deposited in the Franchised Business’s bank accounts are deemed Gross Revenue unless proven otherwise.
Improvements: Defined in Section 9.14.
Indemnified Parties: Defined in Section 14.1.
Initial Franchise Fee: Defined in Section 6.1 of this Agreement. Initial Training Program: Defined in Section 10.1.
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Intellectual Property: Inventions, discoveries, know-how, show-how, processes, methods, unique materials, copyrightable works, original data and other creative or artistic works that have value. Intellectual Property includes that which is protectable by statute or legislation, such as proprietary products, methods, procedures, patents, copyrights, trademarks, service marks and trade secrets, as well as the physical embodiments of intellectual effort, for example, models, machines, devices, designs, apparatus, instrumentation, circuits, computer programs and visualizations, biological materials, chemicals, other compositions of matters, and records of research.
Interim Period: Defined in Section 5.3.
Legal Requirements: Any law, code, ordinance, order, rule or regulation (including Anti- Terrorism Laws), of any governmental entity, and any political or other subdivision of any governmental entity, and any agency, department, commission, board, bureau, court or instrumentality of any of them, which, at any time, has competent jurisdiction over you, us, or any part of the Franchised Business.
Manager: Defined in Section 9.1.
Manual: The primary source of information regarding the System and the construction and operation of GloPatrol Businesses, which includes our operations and training manuals, and any other written directive related to the System, as they may be amended and revised by us from time to time, including all bulletins, supplements and ancillary and additional manuals and written directives established by us.
Marks: Certain trade names, service marks, trademarks, logos, emblems, Trade Dress and other indicia of origin, including but not limited to the mark “GloPatrolTM” and such other trade names, service marks, trademarks, copyrights, insignia, emblems, slogans, logos, commercial symbols, signs, trade dress (including designs and specifications and the motif, decor, and color combinations for a GloPatrol Business), and all other visual identification, as are now designated, and may hereafter be designated by us, for use in connection with the System.
National Account: Any (i) potential or existing commercial Customer, not an individual, that has multiple sites, offices, or premises located within and outside of the Area of Operations; or (ii) any other Customer, not an individual, that has a presence which is not confined to the Area of Operations.
Owner: Any Person who owns any stock, units, membership, partnership or other ownership interest in you, directly or indirectly.
Payment Date: The day on which you must pay us the royalty fee (Section 6.2) and Brand Fund Fee for the previous Reporting Period, which day we may designate from time to time. As of the Effective Date, the Payment Date is the fifth calendar day of the month, or, if the fifth calendar day of the month falls on a weekend or holiday, then the next business day after the fifth calendar day of the month. You must comply with a new Payment Date within 14 days after receiving written notice that the Payment Date has changed.
Person: Any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, limited liability partnership, commercial or non- commercial institution or entity, or any other entity.
POS System: Defined in Section of the 11.1 Agreement.
Reporting Period: A calendar month, or such other time period as we may designate from time to time in

writing.

Spray Gun: The mobile spray tanning equipment that you must use in the operation of your Franchised Business.
Successor Franchise Agreement: Defined in Section 5.2.2.
Supplements to the Manual: Defined in Section 9.8.
Suppliers: The various companies with which we and / or our Affiliates have authorized to sell products or services to you (including Authorized Services or Products), or are contracted to do business with us and / or our Affiliates, and which may provide products to you through us and / or its Affiliates. We or our Affiliate(s) may also be a Suppler.
System: A uniform system for the establishment and operation of GloPatrol Businesses, including uniform standards, specifications, and procedures for operations along with related computer software programs; procedures for quality control; Trade Dress; the Marks, management programs, accounting methods, training and ongoing operational assistance; advertising and promotional techniques; personnel training; trade secrets; methods of marketing and selling mobile sunless spray tan services and after care product sales as well as related items, prepared, purchased, or displayed in accordance with our methods; and other related benefits relating to the operation and promotion of a GloPatrol Business, all of which we may change, improve, and further developed from time to time.
Term: Defined in Section 5.1.
Trade Dress: The decorative, non-functional components of a GloPatrol Business that provide the
establishment of a distinctive, memorable appearance. Transfer: Defined in Section 15.2.
We, us, or our: Defined in the Recitals to the Agreement. You or your: Defined in the Recitals to the Agreement.

ADDENDUM 1
INFORMATION CONCERNING FRANCHISEE AND THE FRANCHISED BUSINESS
A. IDENTITY AND STRUCTURE OF FRANCHISEE Franchisee’s Name:
Entity type and jurisdiction of formation:
Date of entity formation:
Provide name and address of each person who owns a percentage of the legal entity, and show what percentage of stock, partnership interest, or membership interest is owned by each.
Address for Notices:
Attention:
Email Address: Manager’s Name (Section 9.1):

INITIAL FEE (Section 6.1). The Initial Fee is (check one):
- $7,500, payable in a lump sum
- $5,000, payable in a lump sum (because you are a Conversion Franchisee)
- $8,500, of which $2,750 is due upon executing this Agreement, with the remaining $5,750 payable in installments as reflected in the Promissory Note attached as Addendum 7.
AREA OF OPERATIONS. The Area of Operations will consist of the geographic area identified below,

plus fifty miles.

By signing below, you acknowledge that the information above is true and correct. Use additional sheets if necessary. Any and all changes to the above information must be reported to us in writing.

GLO PATROL, LLC By:
Print Name:
Its:
Date:

FRANCHISEE By:
Print Name: Its:
Date:

ADDENDUM 2 Personal Guarantee
PERSONAL GUARANTEE For valuable consideration, the receipt whereof is hereby acknowledged, _______________ (collectively, the “Guarantor”) hereby irrevocably, absolutely and unconditionally guarantees to Glo Patrol, LLC (“we,” “us,” or “our”) performance and observance of all terms, conditions, covenants, including the confidentiality and non- competition covenants, and agreements and the payment of all debts and liabilities of _________________________ (the “Corporation”) and any of its respective assignees or Affiliates contained in Franchise Agreement (the “Agreement”) dated ____________________________, 20_____ between us and the Corporation (such obligations, covenants, agreements, debts and liabilities are hereinafter referred to as the “Obligations”); and for valuable consideration, the receipt whereof is hereby acknowledged, the Guarantor also agrees with we as follows:
(a) The Guarantor will perform and/or make punctual payment to us of the Obligations in accordance with the terms of the Agreement forthwith upon demand by us, together with interest at the rate of interest provided in the Agreement.
(b) Without further authorization from or notice to the Guarantor, we may deal or continue to deal with the Corporation from time to time, either before or after revocation hereof, in such manner, upon such terms and for such time as we may deem best, and with or without notice to the Guarantor, we may alter, extend or change the time or manner for the performance or payment by the Corporation or by any Person or Persons liable to us of any of the Obligations hereby guaranteed. No exercise or non-exercise by us of any right hereby given us will in any way affect any of the Guarantor’s obligations hereunder or any security furnished by the Guarantor or give the Guarantor any recourse against us.
(c) This will be a continuing guarantee and will cover and secure the Obligations, but we will not be obliged to take any action to exhaust our recourse against the Corporation.
(d) No alteration or waiver of this guarantee or any of its terms, provisions or conditions will be binding on us unless made in writing with our signature.
(e) Until all of the Obligations of the Corporation to us have been paid in full and/or performed in full, the Guarantor will not have any right of subrogation, unless expressly given to the Guarantor in writing by us.
(f) No change in the name, objects, share capital, business, membership, directors’ powers, organization or management of the Corporation will in any way affect the Guarantor in respect of the Obligations either with respect to transactions occurring before or after any such change, it being understood that this guarantee is to extend to the Person or Persons or corporation for the time being and from time to time carrying on the business now carried on by the Corporation, notwithstanding any change or changes in the name or shareholders of the Corporation, and notwithstanding any reorganization or its amalgamation with another or others or the sale or disposal of its business in whole or in part to another or others.
(g) All of our rights, powers and remedies hereunder and under any other agreement now or at any time hereafter in force between us and the Guarantor will be cumulative and not alternative and will be in addition to all rights, powers and remedies given to us by law.
(h) Should any one or more provisions of this guarantee be determined to be illegal or unenforceable, all other provisions nevertheless will remain effective.
(i) This Guarantee will be construed in accordance with the laws of the State of Minnesota (without regard for any conflicts of law principles), and the federal laws applicable therein. However, if this Guarantee concerns a franchisee located in a State other than the State of Minnesota and the laws of such State requires terms other than those or in addition to those contained herein, then this Guarantee shall be modified so as to comply with the appropriate laws of such State, but only to the extent necessary to prevent the invalidity of this Guarantee or any provision hereof, the imposition of fines or penalties, or the creation of civil or criminal liability on account thereof. Any prohibition against the enforceability of any provision of this Guarantee in any jurisdiction, including the State of Minnesota, shall, as to that
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jurisdiction, not invalidate the provision or render it unenforceable in any other jurisdiction. To the extent permitted by applicable law, Guarantors waive the provision of law which may render any provision of this Guarantee prohibited or unenforceable in any respect. Any judgment recovered in the courts against any undersigned or its successors and/or assigns will be binding on them.
(j) This Guarantee and agreement on the part of the Guarantor will extend to and inure to our benefit and the benefit of our successors and assigns and will be binding on the Guarantor and on its successors and assigns.
(k) The Guarantor personally agrees to be bound by all of the provisions of the Agreement, including but not limited to the covenants regarding Confidential Information and non-competition contained in Article 16.

GUARANTORS: (add additional signature lines / pages as necessary) By:
Name:

State of )
) ss.
County of )

Address:
T elephone:
, by My Commission Expires:
Address:
T elephone:
, by My Commission Expires:

This instrument was acknowledged before me on
Notary Public

By:
Name:
State of )
) ss. County of )

This instrument was acknowledged before me on
Notary Public

ADDENDUM 3
Electronic Funds Transfer Authorization
ELECTRONIC FUNDS TRANSFER AUTHORIZATION
BY AND BETWEEN GLO PATROL, LLC
AND ____________________________________________ (“DEPOSITOR”) EFT AUTHORIZATION AGREEMENT (DIRECT DEBITS)
The undersigned depositor (“Depositor”) hereby authorizes Glo Patrol, LLC (“Company”) to initiate debit entries and/or credit correction entries to the undersigned’s checking and/or savings account(s) indicated below and the depository designated below (“Depository”) to debit such account pursuant to Company’s instructions.
____________________________________ _________________________________ Depository Branch
____________________________________ _________________________________ Address City, State, Zip Code
____________________________________ _________________________________ Bank Transit/ABA Number Account Number
This authority is to remain in full force and effect until Depository has received joint written notification from Company and Depositor of the Depositor’s termination of such authority in such time and in such manner as to afford Depository a reasonable opportunity on which to act. If an erroneous debit entry is initiated to Depositor’s account, Depositor shall have the right to have the amount of such entry credited to such account by Depository, if (a) within fifteen (15) calendar days following the date on which Depository sent to Depositor a statement of account or a written notice pertaining to such entry or (b) forty-five (45) days after posting, whichever occurs first, Depositor shall have sent to Depository a written notice identifying such entry, stating that such entry was in error and requesting Depository to credit the amount thereof to such account. These rights are in addition to any rights Depositor may have under federal and state banking laws.

DEPOSITOR:
By: _____________________________ Print Name: ______________________ Its:______________________________ Date: ___________________________

ADDENDUM 4

STATE-SPECIFIC ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT AND FRANCHISE AGREEMENT
The following modifications are to the Franchise Disclosure Document between Glo Patrol, LLC (“Franchisor,” “we,” “us,” or “our”) and may supersede, to the extent then required by valid applicable state law, certain portions of the Franchise Agreement between Franchisor and you (“you,” “you,” or “your” dated _______________, 201__.
The provisions of this State Law Addendum to Franchise Disclosure Document and Franchise Agreement (“State Addendum”) apply only to those persons residing or operating GloPatrol Boutiques in the following states:
FOR THE STATE OF CALIFORNIA:
THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE FRANCHISE DISCLOSURE DOCUMENT.
OUR WEBSITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT. ANY COMPLAINTS CONCERNING THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT at www.dbo.ca.gov.
The Franchise Disclosure Document is hereby amended as follows:
The franchisor, any person or franchise broker in Item 2 of the FDD is not subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling such persons from membership in such association or exchange.
California Business and Professions Code 20000 through 20043 provide rights to the franchisee concerning termination or non-renewal of a franchise. If the Franchise Agreement or Multi-Unit Agreement contains a provision that is inconsistent with the law, the law will control.
The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.).
The Franchise Agreement contains a covenant not to compete, which extends beyond the termination of the franchise. This provision may not be enforceable under California law.
The Franchise Agreement contains a liquidated damages clause. Under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable.
The Franchise Agreement requires application of the laws of the State of Minnesota. This provision may not be enforceable under California law.
Section 31125 of the California Corporations Code requires us to give you a disclosure document, in a form containing the information that the commissioner may by rule or order require, before a solicitation of a proposed material modification of an existing franchise.
You must sign a general release of claims if you renew or transfer your franchise. California Corporations Code Section 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code Sections 31000 through 31516). Business and Professions Code Section 20010 Voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code Sections 20000 through 20043).
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The Franchise Agreement is hereby amended as follows:

Despite anything to the contrary in the Franchise Agreement, the following provisions will supersede and apply to all franchises offered and sold in the State of California:
1. Any condition, stipulation, or provision in the Franchise Agreement which would result in your waiver of compliance with any provision of the California Franchise Relations Act is void to the extent that such provision violates such act.
2. The California Business and Professions Code 20000 through 20043 provides rights to a franchisee concerning termination or non-renewal of a franchise. If the Franchise Agreement contains a provision that is inconsistent with the law, the law will control.
FOR THE STATE OF CONNECTICUT:
The following statement is added to the cover page of the Franchise Disclosure Document:
The State of Connecticut does not approve, recommend, endorse or sponsor any business opportunity. The information contained in this disclosure has not been verified by the state. If you have any questions about this investment, see an attorney before you sign a contract or agreement.
The following statement is added to Item 3 of the Franchise Disclosure Document:
There are no pending or completed actions against us relating to Securities Laws; Business Opportunity Laws; Actions Brought by Present or Former Purchaser-Investors Involving Franchise; or Business Opportunity Relationships that are required to be disclosed in this Disclosure Document.
The FDD and Franchise Agreement are hereby modified to state that, if we require you to purchase products, equipment or supplies from us but fail to provide those products, equipment or supplies or fails to render the services necessary to begin substantial operation of the business within 45 days of the required opening date stated in your contract, you may notify us in writing and demand that the contract be canceled.
FOR THE STATE OF HAWAII:
The following is added to the Cover Page:
THIS FRANCHISE WILL BE/HAS BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.
THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO YOU OR SUBFRANCHISOR AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY YOU OR SUBFRANCHISOR OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY YOU, WHICHEVER OCCURS FIRST, A COPY OF THE FRANCHISE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.
THIS DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH US AND YOU.
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FOR THE STATE OF ILLINOIS:

Sections 4 and 41 and Rule 608 of the Illinois Franchise Disclosure Act states that court litigation must take place before Illinois federal or state courts and all dispute resolution arising from the terms of this Agreement or the relationship of the parties and conducted through arbitration or litigation shall be subject to Illinois law. The Franchise Disclosure Document and Franchise Agreement are amended accordingly.
The governing law or choice of law clause described in the Franchise Disclosure Document and contained in the Franchise Agreement may not be enforceable under Illinois law. This governing law clause shall not be construed to negate the application of the Illinois Franchise Disclosure Act in all situations to which it is applicable. Section 41 of the Illinois Franchise Disclosure Act states that “any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of this Act or any other law of this State is void.”
To the extent that the Franchise Agreement would otherwise violate Illinois law, the agreements are amended by providing that all litigation by or between you and us, arising directly or indirectly from the franchise relationship, will be commenced and maintained in the state courts of Illinois or, at our election, the United States District Court for Illinois, with the specific venue in either court system determined by appropriate jurisdiction and venue requirements, and Illinois law will pertain to any claims arising under the Illinois Franchise Disclosure Act.
17(v), Choice of Forum, of the Franchise Disclosure Document is revised to include the following: “provided, however, that the foregoing shall not be considered a waiver of any right granted upon you by Section 4 of the Illinois Franchise Disclosure Act”.
17(w), Choice of Law, of the Franchise Disclosure Document is revised to include the following: “provided, however, that the foregoing shall not be considered a waiver of any right granted upon you by Section 4 of the Illinois Franchise Disclosure Act”.
The termination and non-renewal provisions in the Franchise Disclosure Document and Franchise Agreement may not be enforceable under Sections 19 and 20 of the Illinois Franchise Disclosure Act.
Under Section 705/27 of the Illinois Franchise Disclosure Act, no action for liability under the Illinois Franchise Disclosure Act can be maintained unless brought before the expiration of 3 years after the act or transaction constituting the violation upon which it is based, the expiration of 1 year after you become aware of facts or circumstances reasonably indicating that you may have a claim for relief in respect to conduct governed by the Act, or 90 days after delivery to you of a written notice disclosing the violation, whichever shall first expire. To the extent that the Franchise Agreement is inconsistent with the Illinois Franchise Disclosure Act, Illinois law will control and supersede those provisions.
FOR THE STATE OF INDIANA:
Item 8 of the Franchise Disclosure Document is amended to add the following:
Under Indiana Code Section 23-2-2.7-1(4), we will not accept any rebates from any person with whom you do business or associate in relation to transactions between you and the other person, other than for compensation for services rendered by us, unless the rebate is properly accounted for and submitted to you.
Item 17 of the Franchise Disclosure Document is amended to add the following:
17(e) is amended subject to Indiana Code 23-2-2.7-1(7), which makes it unlawful for us to unilaterally terminate your franchise agreement unless there is a material violation of the Franchise Agreement and termination is not in bad faith.
17(m) is amended subject to Indiana Code 23-2-2.7-1(5), which prohibits us to require you to agree to a prospective general release of claims subject to the Indiana Deceptive Franchise Practices Act.
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17(r) is amended subject to Indiana Code 23-2-2.7-1(9) to provide that the post-term non-competition covenant will have a geographical limitation of the Area of Operations granted to you.
17(v) is amended to provide that you will be permitted to begin litigation in Indiana for a cause of action under Indiana law.
17 (w) is amended to provide that if there is a conflict of law, Indiana Law governs any cause of action which arises under the Indiana Disclosure Law or Indiana Deceptive Franchise Practices Act.
Despite anything to the contrary in the Franchise Agreement, the following provisions will supersede and apply to all franchises offered and sold in the State of Indiana:
1. The laws of the State of Indiana supersede any provisions of the Franchise Disclosure Document, the Franchise Agreement, or Minnesota law, if such provisions are in conflict with Indiana law.
2. The prohibition by Indiana Code 23-2-2.7-1(7) against unilateral termination of the franchise without good cause or in bad faith, good cause being defined under law as including any material breach of the Franchise Agreement, will supersede the provisions of the Agreement to the extent the Agreement may be inconsistent with such prohibition.
3. Any provision in the Franchise Agreement which would require you to prospectively assent to a release, assignment, novation, waiver or estoppel which purports to relieve any person from liability imposed by the Indiana Deceptive Franchise Practices Law is void to the extent that such provision violates such law.
4. The Franchise Agreement will be modified to the extent necessary to comply with Indiana Code 23-2-2.7- 1 (9).
5. The following provision will be added to the Franchise Agreement:
No Limitation on Litigation. Any provision in the Agreement which limits in any manner whatsoever litigation brought for breach of the Agreement will be void to the extent that any such contractual provision violates the Indiana Deceptive Franchise Practices Law.
FOR THE STATE OF MARYLAND
Pursuant to COMAR 02.02.0.8.16L, the general release required as a condition of renewal, sale, and/or assignment/transfer shall not apply to any liability arising under the Maryland Franchise Registration and Disclosure Law. 17(c) and 17(m) of the Franchise Disclosure Document and sections of the Franchise Agreements requiring that you sign a general release, estoppel or waiver as a condition of renewal and or assignment, shall not apply to liability under the Maryland Franchise Registration and Disclosure Law and those documents are hereby amended consistent with Maryland law.
The Compliance Statement (Addendum 5 to the Franchise Agreement) is hereby amended by stating that all representations requiring prospective franchisees to assent to a release, estoppel, or waiver of any liability are not intended to nor shall they act as a release, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
17(v) of the Franchise Disclosure Document and Franchise Agreement are amended to state that you may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration & Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise.
Section 17(w) of the Franchise Disclosure Document is hereby amended to the extent required under the Maryland Franchise Registration and Disclosure Laws.
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The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under Federal Bankruptcy Law (11 U.S.C.A Sec. 101 et seq.).
FOR THE STATE OF MICHIGAN
THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU.
The state of Michigan prohibits certain unfair provisions that are sometimes in franchise documents. If any of the following provisions are in these franchise documents, the provisions are void and cannot be enforced against you:
A prohibition on the right of a franchisee to join an association of franchisees.
A requirement that a franchisee assent to a release, assignment, novation, waiver, or estoppel which deprives a franchisee of rights and protections provided in this act. This will not preclude a franchisee, after entering into a franchise agreement, from settling any and all claims.
A provision that permits a franchisor to terminate a franchise prior to the expiration of its term except for good cause. Good cause will include the failure of the franchisee to comply with any lawful provision of the franchise agreement and to cure such failure after being given written notice of the failure and a reasonable opportunity, which in no event need be more than 30 days, to cure such failure.
A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or other means for the fair market value at the time of expiration of the franchisee's inventory, supplies, equipment, fixtures, and furnishings. Personalized materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of the franchise business are not subject to compensation. This subsection applies only if: (i) The term of the franchise is less than 5 years and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype, advertising, or other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does not receive at least 6 months advance notice of our intent not to renew the franchise.
A provision that permits the franchisor to refuse to renew a franchise on terms generally available to other franchisees of the same class or type under similar circumstances. This section does not require a renewal provision.
A provision requiring that arbitration or litigation be conducted outside this state. This will not preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state.
A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise, except for good cause. This subdivision does not prevent a franchisor from exercising a right of first refusal to purchase the franchise. Good cause will include, but is not limited to:
(i) The failure of the proposed transferee to meet our then current reasonable qualifications or standards.
(ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.
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(iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations.
(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer.
A provision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor. This subdivision does not prohibit a provision that grants to a franchisor a right of first refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets, nor does this subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in subdivision (c)
A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been made for providing the required contractual services.
The fact that there is a notice of this offering on file with the attorney general does not constitute approval, recommendation, or endorsement by the attorney general.
Any questions regarding this notice should be directed to:
State of Michigan Department of Attorney General Consumer Protection Division
Attn: Franchise
670 Law Building
Lansing, Michigan 48913
Telephone Number: (517) 373-7117
FOR THE STATE OF MINNESOTA:
Despite anything to the contrary in the Franchise Agreement, the following provisions will supersede and apply to all franchises offered and sold in the State of Minnesota:
1. Any provision in the Franchise Agreement that would require you to assent to a release, assignment, novation or waiver that would relieve any person from liability imposed by Minnesota Statutes, Sections 80C.01 to 80C.22 will be void to the extent that such contractual provision violates such law.
2. Minnesota Statute Section 80C.21 and Minnesota Rule 2860.4400J prohibit the franchisor from requiring litigation to be conducted outside of Minnesota. In addition, nothing in the Franchise Disclosure Document or Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided for by the laws of Minnesota.
3. Minn. Rule Part 2860.4400J. prohibits a franchisee from waiving his rights to a jury trial or waiving his rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction, or consenting to liquidated damages, termination penalties or judgment notes. Any provision in the Agreement which would require you to waive your rights to any procedure, forum or remedies provided for by the laws of the State of Minnesota is deleted from any Agreement relating to franchises offered and sold in the State of Minnesota; provided, however, that this paragraph will not affect the obligation in the Agreement relating to arbitration.
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4. With respect to franchises governed by Minnesota law, we will comply with Minnesota Statute Section 80C.14, Subds. 3, 4 and 5, which require, except in certain specified cases, that you be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renewal of the Agreement; and that consent to the transfer of the franchise will not be unreasonably withheld.
5. Item 13 of the FDD is hereby amended to state that we will protect your rights under this Agreement to use the Marks, or indemnify you from any loss, costs, or expenses arising out of any third-party claim, suit or demand regarding your use of the Marks, if your use of the Marks is in compliance with the provisions of the Agreement and our System standards. Notwithstanding anything to the contrary in the Franchise Agreement, we will protect your rights under this Agreement to use the Marks, or indemnify you from any loss, costs, or expenses arising out of any third-party claim, suit or demand regarding your use of the Marks, if your use of the Marks is in compliance with the provisions of the Franchise Agreement and our System standards.
6. Minnesota Rule 2860.4400(D) prohibits a franchisor from requiring a franchisee to assent to a general release. As a result, the provisions of the Franchise Agreement that require you to sign a general release prior to renewing or transferring your franchise are hereby deleted from the Franchise Agreement.
7. The following language will be added to the Franchise Agreement:
No Abrogation. Pursuant to Minnesota Statutes, Section 80C.21, nothing in this Agreement will in any way abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80.C.
9. Minnesota Statute Section80C.17 states that no action for a violation of Minnesota Statutes, Sections 80C.01 to 80C.22 may be commenced more than three years after the cause of action accrues.
FOR THE STATE OF NEW YORK:
The following is added to the Risk Factors on the cover page:
THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE PROSPECTUS. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THIS PROSPECTUS.
Item 3 of the Franchise Disclosure Document is modified to read as follows:
Neither Glo Patrol, LLC, its predecessor, a person identified in Item 2, or an affiliate offering franchises under Glo Patrol, LLC’s principal trademark has an administrative, criminal or civil action pending against it alleging a fraudulent conversion, misappropriation of property; unfair or deceptive practices or comparable civil or misdemeanor allegations. Neither Glo Patrol, LLC, its predecessor, a person identified in Item 2, or an affiliate offering franchises under ’s principal trademark has been convicted of a felony or pleaded nolo contendere to a felony charge or within the ten-year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging a violation of a franchise, antifraud or securities law; fraud, embezzlement fraudulent conversion or misappropriation of property, or unfair or deceptive practices or comparable allegations.
Neither Glo Patrol, LLC, its predecessor, a person identified in Item 2, or an affiliate offering franchises under ’s principal trademark is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a federal, state or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective
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injunction or restrictive order relating to any business activity as a result of an action brought by a public agency or department, including without limitation, an action affecting a license as a real estate broker or sales agent.
Item 4 of the Franchise Disclosure Document is modified to read as follows:
Neither Glo Patrol, LLC, its affiliate, its predecessor, officers or general partner during the ten (10) year period immediately before the date of the Franchise Disclosure Document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its debts under the U.S. Bankruptcy Code; or (c) was a principal officer of a company or a general partner in a partnership that filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.
The following sentence is added to the end of the first paragraph of Item 5 of the Franchise Disclosure Document:
We may use the proceeds from your payment of the initial franchise fee to defray our costs and expenses for providing training and assistance to you; for commission payments to brokers involved in the sale of a franchise to you; for general working capital purposes; and for other expenses.
The first paragraph of Item 17 of the Franchise Disclosure Document is modified to read as follows:
THESE T ABLES LIST CERT AIN IMPORT ANT PROVISIONS OF THE FRANCHISE AND RELA TED AGREEMENTS PERTAINING TO RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION. YOU SHOULD READ THESE PROVISIONS IN THE AGREEMENTS A TT ACHED TO THIS DISCLOSURE DOCUMENT .
Item 17(w) of the Franchise Disclosure Document is revised to read as follows:
The foregoing choice of law should not be considered a waiver of any right conferred upon either the Franchisor or upon the you by the General Business Law (GBL) of the State of New York, Article 33. This language has been included in this Franchise Disclosure Document as a condition of registration. The Franchisor and you do not agree with the above language and believe that each of the provisions of the Franchise Agreement including all choice of law provisions, are fully enforceable. The Franchisor and the you intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law provisions and other dispute resolution provisions.
The following provisions shall be added to the Franchise Agreement:
All rights enjoyed by the you and any causes of action arising in the your favor from the provisions of Article 33 of the GBL of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this provision that the non-waiver provision of GBL 687.4 and 687.5 be satisfied.
Notwithstanding the indemnification provisions in this Agreement, you shall not be required to indemnify Franchisor for any liabilities which arose as a result of Franchisor’s breach of this Agreement or other civil wrongs committed by Franchisor.
The choice of law in this Agreement shall not be considered a waiver of any right conferred upon you by the provisions of Article 33 of the New York State General Business Law. This language has been included in this Disclosure Document as a condition of registration. Franchisor and you do not agree with the above language and believe that each of the provisions of the Franchise Agreement including all choice of law provisions, are fully enforceable. Franchisor and you intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law provisions and other dispute resolution provisions.
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FRANCHISOR REPRESENTS THA T IT HAS NOT KNOWINGL Y OMITTED FROM THE FRANCHISE DISCLOSURE DOCUMENT ANY MATERIAL FACT, NOR DOES THE FRANCHISE DISCLOSURE DOCUMENT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT.
FOR THE STATE OF NORTH DAKOTA:
Sections of the Franchise Disclosure Document, Franchise Agreement requiring that you sign a general release, estoppel or waiver as a condition of renewal and/or assignment may not be enforceable as they relate to releases of the North Dakota Franchise Investment Law.
The Franchise Agreement and Confidentiality / Non-Competition Agreement contain a covenant not to compete which may not be enforceable under North Dakota law.
Sections of the Franchise Disclosure Document and Franchise Agreement requiring resolution of disputes to be outside North Dakota may not be enforceable under Section 51-19-09 of the North Dakota Franchise Investment Law, and are amended accordingly to the extent required by law.
Sectionsof the Franchise Disclosure Document and Franchise Agreement relating to choice of law may not be enforceable under Section 51-19-09 of the North Dakota Franchise Investment Law, and are amended accordingly to the extent required by law.
Sections of the Franchise Disclosure Document and Franchise Agreement requiring you to consent to liquidated damages and/or termination penalties may not be enforceable under Section 51-19-09 of the North Dakota Franchise Investment Law, and are amended accordingly to the extent required by law.
Sections of the Franchise Disclosure Document and Franchise Agreement requiring you to consent to a waiver of trial by jury may not be enforceable under Section 51-19-09 of the North Dakota Franchise Investment Law, and are amended accordingly to the extent required by law.
Section of the Franchise Disclosure Document and Franchise Agreement requiring you to consent to a waiver of exemplary and punitive damages may not be enforceable under Section 51-19-09 of the North Dakota Franchise Investment Law, and are amended accordingly to the extent required by law.
FOR THE STATE OF OHIO:
The following language will be added to the Franchise Agreement:
You, the purchaser, may cancel this transaction at any time prior to midnight of the fifth business day after the date you sign this agreement. See the attached notice of cancellation for an explanation of this right.
__________________________________________________________________________________________________
NOTICE OF CANCELLATION
_______________ (enter date of transaction)
You may cancel this transaction, without penalty or obligation, within five business days from the above date. If you cancel, any payments made by you under the agreement, and any negotiable instrument executed by you will be returned within ten business days following the seller's receipt of your cancellation notice, and any security interest arising out of the transaction will be cancelled. If you cancel, you must make available to the seller at your business address all goods delivered to you under this agreement; or you may if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller's expense and risk. If you do make the goods available to the seller and the seller does not pick them up within twenty days of the date of your notice of cancellation, you may retain or dispose of them without further obligation. If you fail to make the goods available to the seller, or if you agree to return them to the seller
51

and fail to do so, then you remain liable for the performance of all obligations under this agreement. To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram, to Glo Patrol, LLC, 8868 Springwood Drive, Woodbury, Minnesota 55125, phone: 920-333-2456 or an e-mail to Paul Heiting at paul@glopatrol.com, not later than midnight of the fifth business day after the Effective Date.
I hereby cancel this transaction.
Franchisee / You: By:
Print Name:
Its:
Date:
FOR THE STATE OF RHODE ISLAND:
§ 19-28.1-14 of the Rhode Island Franchise Investment Act provides that “A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act.” The Franchise Disclosure Document and Franchise Agreement are amended accordingly to the extent required by law.
The above language has been included in this Franchise Disclosure Document as a condition to registration. The Franchisor and the you do not agree with the above language and believe that each of the provisions of the Franchise Agreement, including all choice of law provisions, are fully enforceable. The Franchisor and the you intend to fully enforce all of the provisions of the Franchise Agreement and all other documents signed by them, including but not limited to, all venue, choice-of-law, arbitration provisions and other dispute avoidance and resolution provisions and to rely on federal pre-emption under the Federal Arbitration Act.
FOR THE STATE OF VIRGINIA:
In recognition of the restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the Franchise Disclosure Document for use in the Commonwealth of Virginia shall be amended as follows:
Additional Disclosure. The following statements are added to Item 17(h) of the Disclosure Document. Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any ground for default or termination stated in the Franchise Agreement does not constitute “reasonable cause,” as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable.
FOR THE STATE OF WASHINGTON:
Arbitration shall take place in the state of Washington, but only if “in-state” arbitration is a valid requirement of the Washington Franchise Investment Protection Act. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act, such as a right to a jury trial, may not be enforceable.
52

Transfer fees are collectable to the extent that they reflect Franchisor’s reasonable estimated or actual costs in effecting a transfer.
FOR THE STATE OF WISCONSIN
The Wisconsin Fair Dealership Law, Chapter 135 of the Wisconsin Statutes supersedes any provision of the Franchise Agreement if such provision is in conflict with that law. The Franchise Disclosure Document and Franchise Agreement are amended accordingly.
ACKNOWLEDGMENT:
It is agreed that the applicable foregoing State-Specific Addendum, if any, supersedes any inconsistent portion of the Franchise Agreement dated the _____ day of ___________________, 201__, and of the Franchise Disclosure Document, but only to the extent they are then valid requirements of an applicable and enforceable state law, and for only so long as such state law remains in effect, and the parties further acknowledge and agree that this State-Specific Addendum is applicable only to those persons specifically subject to the protections of the state laws referenced in this State-Specific Addendum.
IN WITNESS WHEREOF, the parties hereto have duly executed this State Law Addendum as of the Effective Date of the Franchise Agreement between the parties.

Glo Patrol, LLC
By:
Print Name: Its:
Date:

Franchisee / You: By:
Print Name:
Its:
Date:

ADDENDUM 5 COMPLIANCE QUESTIONNAIRE
As you know, Glo Patrol, LLC and you are preparing to enter into a Franchise Agreement (the “Agreement”). In this questionnaire, Glo Patrol, LLC will be referred to as “we” or “us.” The purpose of this questionnaire is to determine whether any statements or promises were made to you that we did not authorize and that may be inaccurate. Please review each of the following questions carefully and provide honest and complete responses to each question. If the answer you give calls for a written explanation and there is not enough room in the space we provide on this questionnaire to give a complete written explanation, please attach additional pages as necessary.

Have you received, studied and reviewed carefully the Franchise Disclosure Document and Agreement(s)? Check one: (__) Yes (__) No
Do you understand all of the information contained in the Agreement(s) and each Addendum and schedule attached to it or them? Check one: (__) Yes (__) No
If your answer is “No,” what parts of the Agreements do you not understand?
Do you understand all of the information contained in the Franchise Disclosure Document and each addendum attached to it? Check one: (__) Yes (__) No
If your answer is “No,” what parts of the Franchise Disclosure Document do you not understand?
Have you discussed with an attorney, accountant, or other professional advisor the benefits and risks of establishing and operating a business as a GloPatrolTM franchise, or have you made the decision not to consult with one? Check one: (__) Yes (__) No
Has any employee or other person speaking on our behalf made any statement or promise that is contrary to, or different from, the information contained in the Franchise Disclosure Document? Check one: (__) Yes (__) No
If your answer to question 5 is “Yes,” please describe the statement or promise:
Was any oral, written or visual claim or representation made to you that stated, suggested, predicted or projected your sales, expenses, income or profit levels or that of any actual or hypothetical franchise business, other than as set forth in Item 19 of the Franchise Disclosure Document? Check one: (__) Yes (__) No
54

If your answer is “Yes,” please describe the oral, written or visual claim or representation made to you:

Do you understand that the success or failure of your business will depend in large part upon your skills and experience, your business acumen, the hours you will work, your location, the local market for GloPatrolTM products and services, interest rates, the economy, inflation, the prevailing wage rate, competition, and other economic and business factors? Further, do you understand that the economic and business factors that exist at the time you open your business may change?
Check one: (__) Yes (__) No
If your answer is “No,” please describe your understanding of what the success or failure of your business will depend upon:
Have any of our employees or any other persons speaking on our behalf made any statement, promise or agreement concerning the likelihood of success that you should or might expect to achieve from operating a GloPatrolTM franchise? Check one: (__) Yes (__) No
If your answer is “Yes,” please describe the statement, promise, or agreement:
Have any of our employees or any other persons speaking on our behalf made any statement, agreement or promise to you concerning the advertising, marketing, training, support service or assistance that we will furnish to you that is contrary to, or different from, the information contained in the FDD? Check one: (__) Yes (__) No
If your answer is “Yes,” please describe the statement, promise, or agreement:
Have any of our employees or any other persons speaking on our behalf made any statement, agreement or promise to you concerning the costs you may incur in operating a GloPatrolTM franchise that is contrary to, or different from, the information contained in the FDD? Check one: (__) Yes (__) No
If your answer is “Yes,” please describe the statement, promise, or agreement:
55

Do you understand that there may be national, regional, state, or local laws or regulations applying to the operation of a GloPatrolTM franchise (either specifically or generally), and that, as a franchisee, you are fully responsible as an independent business owner for learning about and complying with these laws? Check one: (__) Yes (__) No
If your answer is “No,” please describe your understanding regarding legal compliance:
Have we or any of our employees or any other persons speaking on our behalf made any oral, written, visual or other promises, agreements, commitments, representation, understandings, “side agreements” or otherwise that expand upon or are inconsistent with FDD or the Agreement(s), or any attached written addendum signed by you and an officer of ours? Check one: (__) Yes (__) No
If your answer is “Yes,” please describe the promises, agreements, commitments, representation, understandings, “side agreements” or other expansion:
Have we or any of our employees or any other persons speaking on our behalf made any statements to you regarding the financial condition of our parent company or any of our affiliated companies? Check one: (__) Yes (__) No
If your answer is “Yes,” have you relied on the statement(s) regarding the financial condition of any of our affiliated companies in deciding whether to purchase a franchise from us? Check one: (__) Yes (__) No
If your answer to either of the above questions is “Yes,” please describe the statements you received or heard regarding the financial condition of our parent or any of our affiliated companies:
Do you understand that we are relying on your answers to this questionnaire to ensure that the franchise sale was made in compliance of state and federal laws? Check one: (__) Yes (__) No
[Questionnaire Continued on Next Page]
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15. Which of our representatives have you met with?
By signing below, you are acknowledging that you understand that your answers are important and that we will rely on them, and that you have responded truthfully to the above questions.
NOTE: IF THE RECIPIENT IS A CORPORATION, PARTNERSHIP, OR OTHER ENTITY, EACH OF ITS PRINCIPALS MUST EXECUTE THIS ACKNOWLEDGMENT (Make Additional Copies if Necessary).

By: Name:
State of
County of
This instrument was acknowledged before
By: Name:
State of
County of
This instrument was acknowledged before

Address: Telephone:

)
) ss. )

me on __________, ____ by ___________

Notary Public
My Commission Expires:
Address:
T elephone:

)
) ss. )

me on __________, ____ by ___________
Notary Public
My Commission Expires:
57

ADDENDUM 6
CONFIDENTIALITY AND NON-COMPETE AGREEMENT
(For use with Owners, Managers, principals, officers, and directors only)
THIS CONFIDENTIALITY AGREEMENT AND COVENANT NOT TO COMPETE (“Agreement”) is made and entered into this _________ day of ________________________, 201__, between (“you”); and __________________________ (“Franchisee”).
WHEREAS, you have entered into a Franchise Agreement with Glo Patrol, LLC (“GloPatrol”); and WHEREAS, you are an Owner, Manager, principal, officer, director, or an entity affiliated with, or
providing products or services to Franchisee; and
WHEREAS, as a result of Franchisee’s relationship with you, you will have access to certain confidential and proprietary information of GloPatrol;
NOW, THEREFORE, in consideration of the foregoing and in order to induce GloPatrol to enter into, or to continue, a relationship with you, the parties hereby agree as follows:
1. GloPatrol Is Third Party Beneficiary. You and Franchisee acknowledge and agree that this Agreement is made for their mutual benefit and for the benefit and protection of GloPatrol, which is an intended third party beneficiary of this Agreement with rights to enforce the remedies provided herein.
2. Confidential Information. It is understood that as a result of your position or relationship with Franchisee, you will be afforded access to confidential and/or proprietary information of GloPatrol. In consideration of GloPatrol’s agreement to enter into and continue its business relationship with Franchisee and to continue to make available to you and Franchisee information, including confidential and/or proprietary information, relating to GloPatrol and its business and operations, you agree not to disclose, furnish, divulge, communicate, or otherwise directly or indirectly use any of the confidential and/or proprietary information of GloPatrol (including without limitation sales and marketing methods and data, operating and other business data, computer programs, trade secrets, business plans, advertising and promotional methods, financial information and data, product information, information regarding current or prospective Customers, other franchisees, agencies, Suppliers, and other related information) (hereinafter, “Confidential Information”), other than strictly incidental to, and solely in furtherance and within the scope of, your relationship with GloPatrol and your employment or business relationship with Franchisee, which obligation applies at all times during and following your employment or relationship with Franchisee, regardless of the manner in which such employment or relationship ends or the reason therefore. “Confidential Information” shall not include information which: (a) at or prior to the time of receipt was in the public domain; (b) at or prior to the time of receipt by you or the signing of the Franchise Agreement, whichever occurred first, was known to you and in actual commercial use by you or generally within the industry, in the manner and combination disclosed; or (c) is subsequently received by you or Franchisee from an independent third party not in breach of any duty of nondisclosure, secrecy, nonuse or similar duty, but only to the extent and in the form, manner and combination so disclosed.
You agree not to make any copies of, reproductions of, or extracts of any Confidential Information of GloPatrol except strictly incidental to, and solely in furtherance and within the scope of, your relationship with GloPatrol and your employment or business relationship with Franchisee. Upon termination of the Franchise Agreement (or of Franchisee’s relationship with you, as the case may be), for any reason, you must return all lists, printouts, memoranda, reports, surveys, studies, notes, letters and all other documents
58

then in your possession or under your control containing or relating to any Confidential Information, whether in paper, digital, or other form or medium, without retaining any copies or reproductions thereof in any form.
If you receive a subpoena or any other form of legal process seeking to compel the production of any Confidential Information, you will immediately provide Franchisee and GloPatrol with written notice of the receipt of such subpoena or process and a copy thereof, and will cooperate with Franchisee and GloPatrol in any action they take to oppose the production of Confidential Information or to obtain a protective order. Written notice to GloPatrol shall be given to its President.
3. Covenant Not to Compete. While the Franchise Agreement is in effect and while you maintain a relationship with Franchisee, you shall not engage in any activity which competes directly or indirectly with GloPatrol in any state in which GloPatrol is doing business or in which it has current plans to begin business, except with the written permission of GloPatrol. If the Franchise Agreement is terminated or if Franchisee’s relationship with you is terminated for any reason, you shall be prohibited for a period of two (2) years from the date of such termination, in the city where you are located, from:

(a) Directly or indirectly soliciting GloPatrol’s franchisees;
(b) Inducing, advising, suggesting or attempting to influence directly or indirectly anyone

affiliated with GloPatrol’s franchisees to terminate employment or establish a professional relationship with another person or entity; and
(c) Directly or indirectly participating in or being connected in any manner with the ownership, management or operation of any business or entity that competes with GloPatrol, in offering or selling spray tan services or related products.
4. Non-solicitation. While the Franchise Agreement is in effect, and for two years after its expiration or termination, you shall not, without prior written permission of GloPatrol, directly or indirectly:
(a) Employ or attempt to employ any person who at that time is employed, or within the prior six months has been employed by GloPatrol, Franchisee, or any Affiliate of either, or any other you of GloPatrol.
(b) Induce or attempt to induce any person to leave employment with GloPatrol, Franchisee, or any Affiliate of either, or any other franchisee of GloPatrol.
5. Breach of Agreement. You acknowledge and agree that your violation or breach of the “Covenant Not to Compete,” disclosure of “Confidential Information,” or the “Non-solicitation” provisions, as provided herein by this Agreement will cause irreparable injury to GloPatrol for which there is no adequate remedy at law. Accordingly, you agree that in the event of any breach or violation of this Agreement, GloPatrol shall be entitled to enforce this Agreement by injunctive and any other equitable relief in any court of competent jurisdiction. Such relief shall be in addition to other remedies available at law, including without limitation, recovery of damages. You agree to comply with a judgment forbidding you from violating these provisions in the event there is a finding of breach. In addition, GloPatrol shall be entitled to recover all costs including, without limitation, reasonable attorney's fees associated with any legal action arising out of your breach of any of the provisions of this Agreement.
If any phrase, clause or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision shall be deemed severed from this Agreement, 59

but will not affect any other provisions of this Agreement, all of which shall otherwise remain in full force and effect.
You acknowledge and agree that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise that the protections afforded to GloPatrol hereunder are necessary to protect its legitimate business interests.
6. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota, without respect to its conflict of laws principles.

Glo Patrol, LLC
By:
Print Name: Its:
Date:

You:
By:
Print Name: Its:
Date:

ADDENDUM 7
PROMISSORY NOTE
Date: _______________, 201__ The Amount of $5,750.00
FOR V ALUE RECEIVED, the undersigned,_____________________________________(“Maker”), promises to pay to the order of Glo Patrol, LLC or any subsequent holder (“Payee") at the Payee’s principal office, the principal sum of $5,750.00 (the “Principal Balance”), as set forth in this Promissory Note (this “Note”).
Payments. Payment shall be made in twenty-three (23) equal monthly installments of principal in the amount of $240.00 (each, an “Installment Payment”), with the first Installment Payment due on the first day of the first month this Note is signed by Payee, and successive payments due on the first day of each following month, with the final payment of $232.00 due on the first day of the twenty-fifth (25th) month after this Note is signed. Each date on which an Installment Payment is due is referred to herein as an “Installment Date.” Maker may prepay any portion of this Promissory Note at any time without penalty.
Event of Default: It is expressly agreed that time is of the essence for all purposes of this Note. Either (i) failure by Maker to make an Installment Payment in full within five (5) days after the Installment Date; (ii) the appointment of a receiver for the Maker; (iii) the commencement of any proceeding by the Maker for relief under any Federal bankruptcy law or any state insolvency or similar law; shall constitute an event of default hereunder (each, an “Event of Default”). Upon the occurrence of an Event of Default, or at any time thereafter during the continuance of any such Event of Default, Payee may, with or without notice to the Maker, declare this Note to be immediately due and payable, as to the unpaid Principal Balance, any default interest and any expenses, costs and/or damages provided for herein, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived.
Default Interest. Interest shall accrue on the outstanding Principal Balance of this Note only after an Event of Default by Maker at the rate of 18% per annum.
Waivers. The Maker hereby waives presentment, demand, presentment for payment, notice of dishonor, protest, notice of protest and except as otherwise specifically provided in this Note, any other notices of whatever kind of nature, and diligence in collection or bring of suit.
Attorneys’ Fees and Costs: Waiver of Jury Trial. The Maker agrees to pay all reasonable attorneys' fees and costs incurred by Payee in collecting or attempting to collect this Note, whether by suit or otherwise. MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LEGAL ACTION BROUGHT BY PAYEE TO COLLECT THIS NOTE.
Applicable Law; Assigns. This note shall be governed by, and construed in accordance with, the laws of the State of Minnesota. As used herein, Maker and Payee shall be deemed to include their respective successors, personal and legal representatives and assigns, whether by voluntary action of the parties or by operation of law.
Remedies. Upon the occurrence of an Event of Default, Payee may avail himself of any legal or equitable rights or remedies which Payee may have at law or in equity or under this Note, including, but not limited to, the right to accelerate the indebtedness due under this Note. The remedies of Payee as provided herein shall be distinct and cumulative, and may be pursued singly, successively or together, at the sole discretion of payee, and may be exercised as often as occasion therefore shall arise. Failure to exercise any of the foregoing options upon the occurrence of an Event of Default shall not constitute a waiver of
61

the right to exercise the same or any other option at any subsequent time in respect to the same or any other Event of Default, and no single or partial exercise of any right or remedy shall preclude other or further exercise of the same or any other right or remedy. Payee shall have no duty to exercise any or all of the rights and remedies herein provided or contemplated. The acceptance by payee of any partial payment hereunder shall not constitute a waiver of the right to exercise any of the forgoing rights or remedies at that time or nullify any prior exercise of any such rights or remedies, without the express written consent of Payee, nor shall the acceptance of any partial payments result in a discard of any other obligations evidenced hereby.
IN WITNESS WHEREOF, each of the undersigned Maker has executed, sealed and delivered this Note, intending to be bound legally.
WITNESS:______________________ Maker:________________________________

ADDENDUM 8
CONFIDENTIALITY AGREEMENT
(For use with employees and independent contractors)
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made and entered into this _________ day of ________________________, 201__, between (“you”); and __________________________ (“Company”).
RECITALS

Company has entered into a Franchise Agreement with Glo Patrol, LLC (“GloPatrol”).
You are an employee or independent contractor working for Company.
As a result of Company’s relationship with you, you will have access to certain

confidential and proprietary information that belongs to GloPatrol.
NOW, THEREFORE, in consideration of the foregoing and in order to induce Company to enter into, or to continue, a relationship with you, you and Company agree as follows:
1. GloPatrol Is Third Party Beneficiary. You and Company acknowledge and agree that this Agreement is made for your mutual benefit and for the benefit and protection of GloPatrol, which is an intended third party beneficiary of this Agreement. You acknowledge that GloPatrol has the right to enforce any provisions of this Agreement against you.
2. Confidential Information. You understand that as a result of your position or relationship with Company, you will be afforded access to GloPatrol’s confidential and/or proprietary information. In consideration of Company’s agreement to make this confidential and/or proprietary information available to you, you agree not to disclose, furnish, divulge, communicate, or otherwise directly or indirectly use any of the confidential and/or proprietary information of Company or GloPatrol (including without limitation sales and marketing methods and data, operating and other business data, computer programs, trade secrets, business plans, advertising and promotional methods, financial information and data, product information, information regarding current or prospective customers, other franchisees, agencies, Suppliers, and other related information) (hereinafter, “Confidential Information”), other than strictly incidental to, and solely in furtherance and within the scope of, your employment or business relationship with Company. You acknowledge that this obligation will apply at all times during and following your employment or relationship with Company, regardless of the manner in which such employment or relationship ends or the reason for your relationship with Company ending. “Confidential Information” does not include information which: (a) at or prior to the time of receipt was in the public domain; (b) at or prior to the time of receipt by you or the signing of the Franchise Agreement, whichever occurred first, was known to you and in actual commercial use by you or generally within the industry, in the manner and combination disclosed; or (c) is subsequently received by you or Company from an independent third party not in breach of any duty of nondisclosure, secrecy, nonuse or similar duty, but only to the extent and in the form, manner and combination so disclosed.
You agree not to make any copies of, reproductions of, or extracts of any Confidential Information except strictly incidental to, and solely in furtherance and within the scope of, your employment or business relationship with Company. Upon termination of the Company’s relationship with you for any reason, you must return all lists, printouts, memoranda, reports, surveys, studies, notes, letters and all other documents then in your possession or under your control containing or relating to any Confidential Information,
63

whether in paper, digital, or other form or medium, without retaining any copies or reproductions thereof in any form.
If you receive a subpoena or any other form of legal process seeking to compel the production of any Confidential Information, you will immediately provide Company and GloPatrol with written notice and a copy of the subpoena, and you agree to cooperate with Company and GloPatrol in any action they take to oppose the production of Confidential Information or to obtain a protective order.
3. Breach of Agreement. You acknowledge and agree that your disclosure of “Confidential Information” in violation of this Agreement will cause irreparable injury to Company and/or GloPatrol for which there is no adequate remedy at law. Accordingly, you agree that in the event of any breach or violation of this Agreement, Company and/or GloPatrol shall be entitled to enforce this Agreement by injunctive and any other equitable relief in any court of competent jurisdiction. Such relief shall be in addition to other remedies available at law, including without limitation, recovery of damages. You agree to comply with a judgment forbidding you from violating these provisions in the event there is a finding of breach. In addition, GloPatrol shall be entitled to recover all costs including, without limitation, reasonable attorney fees associated with any legal action arising out of your breach of any of the provisions of this Agreement.
If any phrase, clause or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such phrase, clause or provision shall be deemed severed from this Agreement, but will not affect any other provisions of this Agreement, all of which shall otherwise remain in full force and effect.
You acknowledge and agree that the restrictions set forth herein are reasonable, in terms of scope, duration, geographic area, and otherwise that the protections afforded to GloPatrol hereunder are necessary to protect its legitimate business interests.
6. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State where Company operates, without respect to its conflict of laws principles.

Y ou: By: By:
Print Name:
Its: Its: Date: Date:

Glo Patrol, LLC

Print Name:

4823-7052-5474, v. 1

GLOPATROL, INC.
EXHIBIT C
Operations Manual Table of Contents

Independent, trained, GloPatrols deliver flawless, customizable tanning to clients’ homes, offices, and organizations.

franchise manual

Contents

GloPatrolSM System and Market Positioning
Primary Contacts
Franchise Operations
Financial Obligations
Training
Equipment, Products, and Purchasing
Marketing and Promotions
Online Appointment Technology
Appendix
Franchise Disclosure Document Franchise Contract

GLOPATROL, INC.
EXHIBIT D
Financial Statements

GLOPATROL, INC.
EXHIBIT E
Franchise Disclosure Document Receipt

RECEIP T
This disclosure document summarizes certain provisions of the franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully.
If Glo Patrol, LLC offers you a franchise, it must provide this disclosure document to you 14 calendar days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Under Iowa, New York, or Rhode Island law, if applicable, Glo Patrol, LLC must provide this disclosure document to you at your 1st personal meeting, or 10 business days before the execution of the franchise or other agreement or the payment of any consideration that relates to the franchise relationship. Michigan requires Glo Patrol, LLC to give you this disclosure document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first.
If Glo Patrol, LLC does not deliver this disclosure document on time or if it contains a false or misleading statement, or a material omission, a violation of federal law and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and the appropriate state agency identified on Exhibit A.
The name, principal business address and telephone number of each franchise seller offering the franchise (franchisor: check all that apply):
Paul Heiting Jeff Nelson Michelle Heiting. Their principal business address and telephone number are: 8868 Springwood Drive, Woodbury, MN 55125, phone: 612-817-2320. We have inserted the name and address of any other franchise seller below (we attach additional pages if necessary):
_____________________________________________________________________________________ Issuance Date: February 18, 2015
See Exhibit A for Glo Patrol, LLC’s registered agents authorized to receive service of process.
I have received a disclosure document dated February 18, 2015 that included the following Exhibits:

A. B. C. D. E.

List of State Agencies/Agents for Service of Process Franchise Agreement
Operations Manual T able of Contents
Financial Statements
Franchise Disclosure Document Receipt
Signature
Signature

Date
Date

Printed Name
Printed Name

Please sign both copies of the receipt and date your signature. Please retain one copy for your records, and return the other copy to Paul Heiting, Glo Patrol, LLC, 8868 Springwood Drive, Woodbury, MN 55125, phone: 920-333-2456 or at paul@glopatrol.com.

Date
Date

Printed Name
Printed Name

A. B. C. D. E.

List of State Agencies/Agents for Service of Process Franchise Agreement
Operations Manual T able of Contents
Financial Statements
Franchise Disclosure Document Receipt
Signature
Signature

Franchise Disclosure Documents

Glo Patrol

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