Common use of System Standards Clause in Contracts

System Standards. Licensee acknowledges and agrees that the operation of the Mrs. Fields Stores in accordance ▇▇▇▇ ▇▇▇ ▇▇ecifications, standards, operating procedures and rules Licensor prescribes from time to time for the operation of Mrs. Fields Stores (the "System ▇▇▇▇▇▇▇▇▇") is the essence of this Agreement and essential to preserve the goodwill of the Licensed Names and Marks. Therefore, Licensee will maintain and operate each Mrs. Fields Store in accordance ▇▇▇▇ ▇▇▇▇ and every System Standard, as periodically modified and supplemented by Licensor in its discretion during the term of this Agreement. System Standards may regulate any one or more of the following with respect to a Mrs. Fields Store: (▇) within the confines of the Mrs. Fields Store within a Licensed Location, the design, layout, decor, appearance and lighting; periodic and daily maintenance, cleaning and sanitation; replacement of obsolete or worn-out fixtures, furnishings, equipment and signs; use of interior and exterior signs, emblems, lettering and logos and the illumination thereof; (ii) types, models, brands, maintenance and replacement of required equipment, fixtures, furnishings and signs; (iii) approved, disapproved and required Licensed Products; (iv) designated and approved suppliers (including Licensor and/or its affiliates) of equipment, fixtures, furnishings, signs, products, raw materials and supplies; (v) use and operation of a point of sale register which accurately accounts for gross sales; (vi) marketing, advertising and promotional activities and materials authorized for use, (vii) use of the Licensed Names and Marks; (viii) qualifications, training, dress, appearance and staffing of employees; (ix) participation in reasonable market research and testing of new products and service development programs prescribed by Licensor; (x) management by managers who have successfully completed Licensor's training program; communication to Licensor of the identities of such managers; replacement of managers whom Licensor determines to be unqualified to manage a Mrs. Fields Store; and other matters relating to the management of the Mrs. F▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇onnel; (xi) with respect to each Mrs. Fields Store, the bookkeeping, reporting formats and content of reports to Licensor of sales, revenues, and related financial information; (xii) compliance with applicable laws; obtaining required licenses and permits; and notification of Licensor in the event any action, suit or proceeding is commenced against Licensee in relation to or concerning any Mrs. Fields Store or the operatio▇ ▇▇▇▇▇▇▇; (xiii) payment of vendors; terms and conditions of sale and delivery of any payment for products, raw materials, supplies and services sold by Licensor, its affiliates or unaffiliated suppliers. Licensee agrees that the System Standards may be periodically modified by Licensor and that such modifications may obligate Licensee to invest additional capital in each Mrs. Fields Store and/or incur ▇▇▇▇▇▇ ▇▇erating costs, provided that such modifications are made on a system-wide basis. Licensor will not obligate Licensee to invest additional capital at a time when such investment cannot in Licensor's reasonable judgment be amortized during the remaining term of this Agreement. Licensee hereby agrees that System Standards prescribed from time to time in the Operating Manual, or otherwise communicated to Licensee in writing, shall constitute provisions of this Agreement as if fully set forth herein. All references to this Agreement shall include all System Standards as periodically modified.

System Standards. Licensee acknowledges and agrees that the operation of the Mrs. Fields Stores in accordance ▇▇▇▇ ▇▇▇ ▇▇ecifications, standards, operating procedures and rules Licensor prescribes from time to time for the operation of Mrs. Fields Stores (the "System ▇▇▇▇▇▇▇▇▇") is the essence of this Agreement and essential to preserve the goodwill of the Licensed Names and Marks. Therefore, Licensee will maintain and operate each Mrs. Fields Store in accordance ▇▇▇▇ ▇▇▇▇ and every System Standard, as periodically modified and supplemented by Licensor in its discretion during the term of this Agreement. System Standards may regulate any one or more of the following with respect to a Mrs. Fields Store: (▇) within the confines of the Mrs. Fields Store within a Licensed Location, the design, layout, decor, appearance and lighting; periodic and daily maintenance, cleaning and sanitation; replacement of obsolete or worn-out fixtures, furnishings, equipment and signs; use of interior and exterior signs, emblems, lettering and logos and the illumination thereof; (ii) types, models, brands, maintenance and replacement of required equipment, fixtures, furnishings and signs; (iii) approved, approved and disapproved and required Licensed Products; (iv) designated and approved suppliers (including Licensor and/or its affiliates) of equipment, fixtures, furnishings, signs, products, raw materials and supplies; (v) use and operation of a point of sale register which accurately accounts for gross sales; (vi) marketing, advertising and promotional activities and materials authorized for use, ; (vii) use of the Licensed Names and Marks; (viii) qualifications, training, dress, appearance and staffing of employees; (ix) participation in reasonable market research and testing of new products and service development programs prescribed by Licensor; (x) management by managers who have successfully completed Licensor's training program; communication to Licensor of the identities of such managers; replacement of managers whom Licensor determines to be unqualified to manage a Mrs. Fields Store; and other matters relating to the management of the Mrs. F▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇onnel; (xi) with respect to each Mrs. Fields Store, the bookkeeping, reporting formats and content of reports to Licensor of sales, revenues, and related financial information; (xii) compliance with applicable laws; obtaining required licenses and permits; and notification of Licensor in the event any action, suit or proceeding is commenced against Licensee in relation to or concerning any Mrs. Fields Store or the operatio▇ ▇▇▇▇▇▇▇; (xiii) payment of vendors; terms and conditions of sale and delivery of any payment for products, raw materials, supplies and services sold by Licensor, its affiliates or unaffiliated suppliers. Licensee agrees that the System Standards may be periodically modified by Licensor and that such modifications may obligate Licensee to invest additional capital in each Mrs. Fields Store and/or incur ▇▇▇▇▇▇ ▇▇erating costs, provided that such modifications are made on a system-wide basis. Licensor will not obligate Licensee to invest additional capital at a time when such investment cannot in Licensor's reasonable judgment be amortized during the remaining term of this Agreement. Licensee hereby agrees that System Standards prescribed from time to time in the Operating Manual, or otherwise communicated to Licensee in writing, shall constitute provisions of this Agreement as if fully set forth herein. All references to this Agreement shall include all System Standards as periodically modified.