In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Ex Input:
PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL

Page 1 of 6

CONTENT LICENSE AGREEMENT

This Content License Agreement is between THE HENRY FILM AND ENTERTAINMENT CORPORATION, located at 2809 Unicornio, Carlsbad, CA, 92009 and PACIFICAP ENTERTAINMENT' located at 12868 Via Latina, Del Mar, CA 92014

Licensor: PACIFICAP ENTERTAINMENT Licensee THE HENRY FILM AND ENTERTAINMENT CORPORATION

THIS CONTENT LICENSE AGREEMENT (the Agreement.) is made as of this 3rd day of November, 2005 In consideration of the mutual, promises contained herein, the parties agree as follows:

GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, PACIFICAP ENTERTAINMENT hereby grants to THE HENRY FILM AND ENTERTAINMENT CORPORATION, under PACIFICAP ENTERTAINMENT'S full ownership and or fully authorized licensing Rights of Content

(a) A 10 year exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit any and all PACIFICAP ENTERTAINMENT nostalgic television show library Content. The Pacificap Entertainment Content shall be used to create a number of television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips. Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters

PACIFICAP ENTERTAINMENT AGREES that all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters, created and or produced with any content provided by PACIFICAP ENTERTAINMENT are wholly owned by THE HENRY FILM AND ENTERTAINMENT CORPORATION.

PACIFICAP ENTERTAINMENT agrees to also allow THE HENRY FILM AND ENTERTAINMENT CORPORATION the right to redistribute, reproduce, retransmit, disseminate, sell, publish, broadcast or circulate the information contained in such PACIFICAP ENTERTAINMENT Content. THE HENRY FILM AND ENTERTAINMENT CORPORATION agrees to use its best efforts to restrict the uses of PACIFICAP ENTERTAINMENT Content by visitors to its Web Pages to personal use of such Content and not for further commercial redistribution.

NOTICES: PACIFICAP ENTERTAINMENT will not alter or impair any acknowledgment of copyright or other Intellectual Property Rights of THE HENRY FILM AND ENTERTAINMENT CORPORATION, that may appear in the PACIFICAP ENTERTAINMENT website and the PACIFICAP ENTERTAINMENT Brand Features, including all copyright, trademark and similar notices that THE HENRY FILM AND ENTERTAINMENT CORPORATION may reasonably request.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:_______

Initialed PACIFICAP ENTERTAINMENT:______ Page 1 of 6

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION...

CONFIDENTIAL

Page 2of 6

All notices, requests, demands, reports or other communications under this Agreement shall be in writing and may be sent by mail, facsimile, or authorized electronic address to the offices specified below. Notices hereunder shall be directed to: For PACIFICAP ENTERTAINMENT: Attention Ed Litwak, Pacificap, Entertainment Inc., 12868 Via Latina, Del Mar, CA 92014 Email Address COSM@sbcglobal.net. For THE HENRY FILM AND ENTERTAINMENT CORPORATION, notices shall be sent to the attention of Michael Henry, Executive Producer, 2809 Unicornio, Carlsbad, CA 92009 Email Address 3impact@adelphia.net.

DELIVERY OF PACIFICAP ENTERTAINMENT CONTENT AND SHARED REVENUE

PACIFICAP ENTERTAINMENT'S RESPONSIBILITIES. PACIFICAP ENTERTAINMENT will be responsible for the delivery of all requested content less shipping and handling. Content will be delivered in the digital media form of DVCAM or other requested digital format. PACIFICAP ENTERTAINMENT will provide on-going assistance to THE HENRY FILM AND ENTERTAINMENT CORPORATION, with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the PACIFICAP ENTERTAINMENT Content, as THE HENRY FILM AND ENTERTAINMENT CORPORATION may reasonably request. PACIFICAP ENTERTAINMENT will use its reasonable best efforts to ensure that the PACIFICAP ENTERTAINMENT Content is available at the request of THE HENRY FILM AND ENTERTAINMENT CORPORATION.

SHARED REVENUE: In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM ANDENTERTAINMENT CORPORATION agrees to share 10% of the net revenue from any and all advertising sales, Syndication Fees and Licensing fees generated from all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters, created and or produced with any content provided by PACIFICAP ENTERTAINMENT.

Revenue is described as all revenue generated from all content including broadcast and disk media, print and online properties. Net Revenue is the portion of revenue left after all costs associated with production, advertising, promotion and commissions which constitute the costs of sale.

Within 30 days of the end of each quarter during the term of this agreement, PACIFICAP ENTERTAINMENT shall receive from THE HENRY FILM AND ENTERTAINMENT CORPORATION, a detailed accounting statement showing Net Due and Paid Shared Revenues for that quarter and shall remit to PACIFICAP ENTERTAINMENT its share of such revenues.

PERFORMANCE: In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM AND ENTERTAINMENT CORPORATION agrees to share a minimum of $50,000.00 annually for each year of this Agreement. In the event of THE HENRY FILM AND ENTERTAINMENT CORPORATION, not fulfilling this minimum PERFORMANCE, PACIFICAP ENTERTAINMENT may cancel this Agreement

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:______

Initialed PACIFICAP ENTERTAINMENT:______

Page 2 of 6

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL

Page 3 of 6

INDEMNIFICATION

PACIFICAP ENTERTAINMENT, at its own expense, will indemnify, defend and hold harmless Michael Henry, THE HENRY FILM AND ENTERTAINMENT CORPORATION, its Affiliates and their employees, representatives, agents and agent affiliates, against any claim, suit, action, or other proceeding brought against THE HENRY FILM AND ENTERTAINMENT CORPORATION, or an Affiliate based on or arising from any claim that PACIFICAP ENTERTAINMENT Content as delivered to THE HENRY FILM AND ENTERTAINMENT CORPORATION or any PACIFICAP ENTERTAINMENT Brand Feature infringes in any manner any third party Ownership Rights or Ownership Issues, Intellectual Property Right of any third party or contains any material or information that is defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or has otherwise resulted in any injury, damage or harm to any person; provided, however, that in any such case: (x) THE HENRY FILM AND ENTERTAINMENT CORPORATION provides PACIFICAP ENTERTAINMENT with prompt notice of any such claim; (y) PACIFICAP ENTERTAINMENT permits THE HENRY FILM AND ENTERTAINMENT CORPORATION. . to assume and control the defense of such action, with counsel chosen by PACIFICAP ENTERTAINMENT (who shall be reasonably acceptable to THE HENRY FILM AND ENTERTAINMENT CORPORATION. .); and (z) THE HENRY FILM AND ENTERTAINMENT CORPORATION does not enter into any settlement or compromise of any such claim without PACIFICAP ENTERTAINMENT'S prior written consent. PACIFICAP ENTERTAINMENT will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Michael Henry, Melba Henry, THE HENRY FILM AND ENTERTAINMENT CORPORATION or any employees, representatives, agents and agent affiliates in connection with or arising from any such claim, suit, action or proceeding.

TERM AND TERMINATION

INITIAL TERM AND RENEWALS: This Agreement will become effective as of the last date of signature (Effective Date) and shall, unless sooner terminated as provided below or as otherwise agreed, remain effective for an initial term of 10 Years following the first date of public availability of the PACIFICAP ENTERTAINMENT Content within a THE HENRY FILM AND ENTERTAINMENT CORPORATION Property (the Initial Term). After the Initial Term, this Agreement will be automatically renewed for successive additional 3~year periods (Extension Terms), unless otherwise terminated by either party by giving notice to the other party not less than sixty (60) days prior to the end of a Term. As used herein, the Term means the Initial Term and any Extension Term(s).

TERMINATION FOR CAUSE: Notwithstanding the foregoing, this Agreement may be terminated by either party immediately upon notice if the other party: (w) becomes insolvent; (x) files a petition in bankruptcy; (y) makes an assignment for the benefit of its creditors; or (z) breach any of its obligations under this Agreement in any material respect, which breach is not remedied within thirty (30) days following written notice to such party.

EFFECT OF TERMINATION: Any termination shall be without any liability or obligation of the terminating party, other than with respect to any breach of this Agreement prior to termination. The provisions relating to property rights and confidentiality shall survive any termination or expiration of this Agreement. All revenue sharing ceases with the termination of this Agreement.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:______

Initialed PACIFICAP ENTERTAINMENT:______

Page 3 of 6

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION..

CONFIDENTIAL Page 4 of 6

PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION hereby acknowledge that each of them may have access to confidential and proprietary information, which relates to the other party's business (the Confidential Information). Such information shall be identified as confidential at the time of disclosure. Each party agrees to preserve and protect the confidentiality of the Confidential Information and not to disclose or use any applicable Confidential Information without the prior written consent of the other party; provided, however, that any party hereto may disclose to any other party or use any information which is: (i) already publicly known; (ii) discovered or created independently of any involvement with such party; (iii) otherwise learned through legitimate means other than from such party; or (iv) independently created by the receiving party without reference to the other party's confidential information. Moreover, any party hereto may disclose any Confidential Information hereunder to such party's agents, attorneys and other representatives or any court or competent jurisdiction or any other party empowered hereunder as reasonably required to resolve any dispute between the parties hereto. Both parties agree all aspects of this contract are confidential and shall not be disclosed to any third party.

BOTH THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT acknowledges and agrees that: (i) as between PACIFICAP ENTERTAINMENT on the one hand, and THE HENRY FILM AND ENTERTAINMENT CORPORATION and its Affiliates on the other, THE HENRY FILM AND ENTERTAINMENT CORPORATION owns all right, title and interest in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property and THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; (ii) nothing in this Agreement shall confer in PACIFICAP ENTERTAINMENT any license or right of ownership in THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; and (iii) PACIFICAP ENTERTAINMENT shall not now or in the future contest the validity of THE HENRY FILM AND ENTERTAINMENT CORPORATION. Brand Features.

PUBLIC ANNOUNCEMENTS The parties will cooperate to create any and all appropriate public announcements relating to the relationship set forth in this Agreement. Neither party shall make any public announcement regarding the existence or Content of this Agreement without the other party's prior written approval and consent.

THE HENRY FILM AND ENTERTAINMENT CORPORATION will, when appropriate, mention PACIFICAP ENTERTAINMENT as Content Provided By in relevant credits and advertising including but not limited to print, television, radio and online; promotion and public relations. THE HENRY FILM AND ENTERTAINMENT CORPORATION will mention PACIFICAP ENTERTAINMENT Content when other third party providers of data to THE HENRY FILM AND ENTERTAINMENT CORPORATION are mentioned in relevant advertising, promotion and public relations.

FUTURE COOPERATION: THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT will keep each other apprised of productions and other developments that may enhance the relationship between THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT; including but not limited to new productions development by THE HENRY FILM AND ENTERTAINMENT CORPORATION that may be valuable to PACIFICAP ENTERTAINMENT. PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION agree that future cooperation may be valuable to both parties, and that the parties will discuss s h future cooperation each quarter or as warranted.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:___

Initialed PACIFICAP ENTERTAINMENT:_____ Page 4of 6

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL Page 5 of 6

ALL DISPUTES ARISING OUT OF THIS AGREEMENT SHALL BE SETTLED VIA BINDING ARBITRATION ACCORDING TO THE RULES AND REGULATIONS SET FORTH BY THE AMERICAN ARBITRATION ASSOCIATION IN SAN DIEGO COUNTY , THE STATE OF CALIFORNIA.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

PACIFICAP ENTERTAINMENT INC. (Licensor)

Signed________________________________________________________________ Name: Ed Litwak Title: Chairman

Date:_______________________

And

THE HENRY FILM AND ENTERTAINMENT CORPORATION (Licensee)

Signed______________________________________ Name: Michae1 Henry Title: Chairman

Date:____________________________

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:____

Initialed PACIFICAP ENTERTAINMENT:______

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION CONFIDENTIAL Page 5 of 6

Witnessed By

Signed ._______________________________________________________ William R. Sickert 7052 Partridge Place Carlsbad, CA 92009

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL Page 6 of 6

EXHIBIT A

TO: PACIFICAP ENTERTAINMENT INC. CONTENT LICENSE AGREEMENT

PACIFICAP ENTERTAINMENT INC. MARK USAGE GUIDELINES

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

DEFINITIONS

Advertising Rights shall mean the advertising and promotional rights sold or licensed with respect to Content included properties.

Affiliates shall mean any company or any other entity worldwide, including, without limitation, corporations, partnerships, joint ventures, and Limited Liability Companies, in which THE HENRY FILM AND ENTERTAINMENT CORPORATION owns at least a five percent ownership, equity, or financial interest.

THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features shall mean all trademarks, service marks, logos and other distinctive brand features of THE HENRY FILM AND ENTERTAINMENT CORPORATION that are used in or relate to a THE HENRY FILM AND ENTERTAINMENT CORPORATION Property or Content, including, without limitation, the trademarks, service marks and logos described.

PACIFICAP ENTERTAINMENT Content shall mean, collectively, all materials, data, and similar information collected and owned by PACIFICAP ENTERTAINMENT, which is a collection of television shows, clips, movies, recordings and photos.

THE HENRY FILM AND ENTERTAINMENT CORPORATION Properties shall mean any of THE HENRY FILM AND ENTERTAINMENT CORPORATION produced, created, branded or co branded media properties.

Content Shows/Programming shall mean those productions in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property that contain PACIFICAP ENTERTAINMENT Content.

Intellectual Property Rights shall mean all rights in and to trade secrets, patents, copyrights, trademarks, know- how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.

Internet shall mean the collection of computer networks commonly known as the Internet, and shall include, without limitation, the World Wide Web.

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION CONFIDENTIAL Page 6 of 6

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:____

Initialed PACIFICAP ENTERTAINMENT:____

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty's ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Ex Output:
BOTH THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT acknowledges and agrees that: (i) as between PACIFICAP ENTERTAINMENT on the one hand, and THE HENRY FILM AND ENTERTAINMENT CORPORATION and its Affiliates on the other, THE HENRY FILM AND ENTERTAINMENT CORPORATION owns all right, title and interest in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property and THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; (ii) nothing in this Agreement shall confer in PACIFICAP ENTERTAINMENT any license or right of ownership in THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; and (iii) PACIFICAP ENTERTAINMENT shall not now or in the future contest the validity of THE HENRY FILM AND ENTERTAINMENT CORPORATION. Brand Features.

Ex Input:
APPENDIX C SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (BETWEEN FRANCHISEE AND ITS PERSONNEL) THIS SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT ( Agreement) is made this _____ day of _________, 20___, by and between ___________________________ (the Franchisee), and ___________________________, who is an officer, director, or employee of Franchisee (the Member). RECITALS: WHEREAS, __________________ (Franchisor) has developed a distinctive set of specifications and operating procedures (collectively, the System) for the operation of Pizza Fusion restaurant businesses (Franchised Businesses). WHEREAS, Franchisor and Franchisee have executed a Franchise Agreement (Franchise Agreement) granting Franchisee the right to operate a Franchised Business under the terms and conditions of the Franchise Agreement; WHEREAS, the Member, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must therefore be bound by the same confidentiality and non-competition agreement that Franchisee is bound by. IN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Member shall not, during the term of the Franchise Agreement or thereafter, communicate, divulge or use, for any purpose other than the operation of the Franchised Business, any confidential information, knowledge, trade secrets or know-how which may be communicated to Member or which Member may learn by virtue of Member's relationship with Franchisee. All information, knowledge and know-how relating to Franchisor, its business plans, Franchised Businesses, or the System (Confidential Information) is deemed confidential, except for information that Member can demonstrate came to Member's attention by lawful means prior to disclosure to Member; or which, at the time of the disclosure to Member, had become a part of the public domain. 2. Covenants Not to Compete. (a) Member specifically acknowledges that, pursuant to the Franchise Agreement, and by virtue of its position with Franchisee, Member will receive valuable specialized training and Confidential Information, including, without limitation, information regarding the operational, sales, promotional, and marketing methods and techniques of Franchisor and the System. (b) Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by Franchisor, Member shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity: (i) Own, manage, engage in, be employed by, advise, make loans to, consult for, rent or lease to, or have any other interest in business that (directly or indirectly) operates, or grants franchises or licenses to operate, a restaurant featuring pizza and related food specialties or that offers products or services substantially similar to those then offered by Pizza Fusions Restaurants (Competitive Business); C - 1

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

(ii) Divert or attempt to divert any business or customer, or potential business or customer, to any Competitive Business; or (iii) Induce any person to leave his or her employment with Franchisee or Franchisor. (c) Member covenants and agrees that during the Post-Term Period (defined below), except as otherwise approved in writing by Franchisor, Member shall not, either directly or indirectly, own, manage, engage in, be employed by, advise, make loans to, consult for, or have any other interest in any Competitive Business that is, or intends to operate, within a three (3) mile radius of the premises of your Franchised Business or within a three (3) mile radius of any Franchised Business then-operating or under construction to operate under the System. (d) As used in this Agreement, the term Post-Term Period shall mean a continuous uninterrupted period of two (2) years from the date of: (a) a transfer permitted under Section 14 of the Franchise Agreement; (b) expiration or termination of the Franchise Agreement (regardless of the cause for termination); (c) termination of Member's employment with Franchisee; and/or (d) a final order of a duly authorized arbitrator, panel of arbitrators, or a court of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing or with respect to the enforcement of this Agreement; either directly or indirectly (through, on behalf of, or in conjunction with any persons, partnership, corporation or entity). 3. Injunctive Relief. Member acknowledges that any failure to comply with the requirements of this Agreement will cause Franchisor irreparable injury, and Member agrees to pay all court costs and reasonable attorney's fees incurred by Franchisor in obtaining specific performance of, or an injunction against violation of, the requirements of this Agreement. 4. Severability. All agreements and covenants contained herein are severable. If any of them, or any part or parts of them, shall be held invalid by any court of competent jurisdiction for any reason, then the Member agrees that the court shall have the authority to reform and modify that provision in order that the restriction shall be the maximum necessary to protect Franchisor's and/or Franchisee's legitimate business needs as permitted by applicable law and public policy. In so doing, the Member agrees that the court shall impose the provision with retroactive effect as close as possible to the provision held to be invalid. 5. Delay. No delay or failure by the Franchisor or Franchisee to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right provided herein, and no waiver of any violation of any terms and provisions of this Agreement shall be construed as a waiver of any succeeding violation of the same or any other provision of this Agreement. 6. Third-Party Beneficiary. Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee. C - 2

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015

IN WITNESS WHEREOF, the Franchisee and the Member attest that each has read and understands the terms of this Agreement, and voluntarily signed this Agreement on the date first written above. FRANCHISEE MEMBER By: By: Name: Name: Title: Title: C - 3

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

Ex Output:
Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this Agreement with the right to enforce it, independently or jointly with Franchisee.

Ex Input:
INTELLECTUAL PROPERTY AGREEMENT

This Intellectual Property Agreement (this Agreement) is entered into in ShenZhen on February 08, 2007 between the following two parties:

Party A: JingWei HengTong Technology (ShenZhen) Co., Ltd. (() ) Registration Address: Room 1605 B,Tianan Hi-tech Plaza Tower A,Tian An Cyber Park,Futian District,Shenzhen,China

Party B: ShenZhen JingWei Communication Co., Ltd.() Registration Address: Tianxiang Building Block A 13th, Tian An Cyber Park, Futian District, Shenzhen.

WHEREAS:

1. Party A, a wholly foreign-owned enterprise incorporated under the laws of the People's Republic of China (the PRC), which has the right of the intellectual property (including but not limited to Trademark, the Ownership of Consumer Data Base, Software Copyright and License) specified in the Appendix I of this Agreement (the intellectual property).

2. Party B is a limited liability company duly incorporated and validly existing under the PRC law, which is licensed by relevant government authorities to engage in the internet information service value-added telecommunication service;

3. Party A agrees to license the non- exclusive right to use the intellectual property pursuant to this Agreement to Party B in accordance with the terms and conditions set forth herein and Party B agrees to accept the right to use the intellectual property on the same terms and conditions set forth herein.

NOW THEREFORE, both Parties agree as follows:

1. Grant of License

1.1 The Intellectual Property

1.1.1 Upon the terms and conditions hereinafter set forth, Party A hereby agrees to grant and Party B hereby agree to accept the right to use the intellectual property in PRC. The license under this Agreement is a non-exclusive, non-assignable and non-transferable license.

1.1.2 Party A owns the sole and exclusive right of the intellectual property, including any improvement, upgrades and derived products, no matter whether such products are created by Party A or Party B. The right and obligation under 1.1.2 of this article shall survive upon termination of this Agreement.

1.2 Scope

Intellectual Property Agreement 1

1.2.1 The Intellectual Property granted to Party B shall only be used to the scope of Party B's Business operated by Party B. Party B shall not sub-license the Intellectual Property to others or use the Intellectual Property in the third party's training, business share, lease without the consent from Party A, unless there are opposite stipulations in this Agreement.

1.2.2 The use right granted under this Agreement is only valid in the PRC. Party B agrees not to directly or indirectly use or authorize to use the Intellectual Property in the other regions.

2. Terms of Payment: Party B agrees to pay Party A the Intellectual Property License fees (the License Fees) and the specified amount of the license fees and the form of payment are set forth in Appendix 2. Party A has the right to exempt the obligation of payment or adjust the amount of the License Fees set forth in Appendix 2 according to the actual circumstances from time to time.

3. Party A's Rights and Protection of the Party A's Rights

3.1 Party B agrees, during the term of this Agreement, or thereafter, not to query the copyright or any rights of Party A in connection with the Intellectual Property, and conduct any actions that is deemed by Party A as harmful to its rights or license.

3.2 Party B agrees to provide necessary assistances to help Party A to protect the rights of Intellectual Property. Party A may participate the lawsuits related to the claims of compensation with its own desire, on behalf of itself, Party B or both Parties, once any third party claims the compensation in connection with the Intellectual Property of Party A. If any third party infringes any right of Intellectual Property, Party B shall notify Party A immediately in written of such infringements within the scope that it knows, and only Party A has the right to take actions against such infringements.

3.3 Party B agrees to use the Intellectual Property only pursuant to this Agreement and not to use the Intellectual Property by manner of deceit, misleading or others manners that are deemed by Party A as harmful to the Intellectual Property or the reputation of Party A.

4. Confidentiality

4.1 Party B shall protect and maintain the confidentiality of any and all confidential data and information acknowledged or received by Party B from Party A (collectively the Confidential Information). Upon termination of this Agreement, Party B shall return Confidential Information to Party A or destroy it itself and delete Confidential Information from any electronic devices and cease to use them as required by Party A. Party B shall not disclose, grant or transfer any Confidential Information to any third party and will not use the Confidential Information without Party A's written consent.

4.2 Both Parties agree that the Article 4 shall survive whatever this agreement is amended, rescinded or terminated.

5. Representations and Warranties

5.1 Party A represents and warrants as follows:

Intellectual Property Agreement 2

5.1.1 Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under the laws of the PRC.

5.1.2 Party A, subject to its company power and business scope, has taken necessary company actions to get the proper authorization and the consents or approvals (if necessary) from other third party or governments, without breaching any restricts of the laws and company that binds or affects Party A to execute and perform this Agreement.

5.1.3 The Agreement will constitute a legal, valid and binding agreement of Party A and will be enforceable against Party A in accordance with its terms upon its execution.

5.1.4 Party A owned copyright or license of the Intellectual Property.

5.2 Party B represents and warrants as follows:

5.2.1 Party B is a company duly registered and validly existing under the laws of the PRC and is licensed by relevant government authorities to engage in the internet information service value-added telecommunication service.

5.2.2 Party B, subject to its company power and business scope, has taken necessary company actions to get the proper authorization and the consents or approvals (if necessary) from other third party or governments, without breaching any restricts of the laws and company that binds or affects Party B to execute and perform this Agreement.

5.2.3 The Agreement will constitute a legal, valid and binding agreement of Party B and will be enforceable against Party B in accordance with its terms upon its execution.

6. Effective Date and Term

6.1 This Agreement has been duly executed as of the date first set forth above and shall be effective simultaneously. The term of this Agreement is five (5) years unless the early termination in accordance with this Agreement. However, Party A and Party B shall review this Agreement every six (6) months to determine whether any amendment or supplement to the Agreement is necessary by considering the circumstances after the executing of this Agreement.

6.2 This Agreement may be extended by both Parties in writing upon the expiration of this Agreement. The term of extension will be decided by the consultation of both Parties.

7. Termination

7.1 Early Termination

Without prejudice to any legal or other rights or remedies of the party who asks for termination of this Agreement, any Party has the right to terminate this Agreement immediately with written notice to the other party in the event the other party materially breaches this Agreement including but not limited to the obligation under Article 3 of this Agreement and fails to cure its breach within thirty (30) days from the date it receives written notice of its breach from the non-breaching party. During the term of this Agreement, Party A may terminate this Agreement at any time with a written notice to Party B 30 days before such termination.

Intellectual Property Agreement 3

7.2 Effect of Termination or Expiration

Upon and after the expiration or termination of this Agreement, Party B shall not have all rights granted pursuant to this Agreement and will refrain from further direct or indirect use of the Intellectual Property.

8. Force Majeure

8.1 Force Majeure, which includes but not limited to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning or war, means any event that is beyond the party's reasonable control and cannot be prevented with reasonable care of the affected party. However, any shortage of credit, capital or finance shall not be regarded as an event beyond the party's reasonable control. The party affected by Force Majeure and seeks for the exemption from performing the obligations under this Agreement shall inform the other party of such exemption and any action taken by it for performing this Agreement.

8.2 In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate manners to minimize or remove the effects of Force Majeure and attempt to resume the performance of the obligations delayed or prevented by the event of Force Majeure. Once the event of Force Majeure is removed, both parties agree to resume the performance of this Agreement with their best efforts.

9. Settlement of Disputes: Both Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case no settlement can be reached through consultation within 30 days after one party ask for consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission (the CIETAC) in accordance with its rules, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and conclusive and binding upon the parties and shall be enforceable in accordance with its terms.

10. Notices: Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of relevant each party or both parties set forth below or other address of the party or of the other addressees specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents. Intellectual Property Agreement 4

Party A: JingWei HengTong Technology (ShenZhen) Co., Ltd. Address: Room 1605 B,Tianan Hi-tech Plaza Tower A,Tian An Cyber Park,Futian District,Shenzhen Attn: Ms. Wei Zhang Fax: 86-0755-82924449 Tel: 86-0755-82924488

Party B: ShenZhen JingWei Communication Co., Ltd. Address: Tianxiang Building Block A 13th, Tian An Cyber Park, Futian District, Shenzhen. Attn: Mr. Wei Li Fax: 86-0755-82924449 Tel: 86-0755-82924488

11. Assignment or Sublicense: This Agreement and all the rights and obligations of Party B hereunder shall not be assigned, pledged, sublicensed without the prior written consent of Party A.

12. Applicable Law: The validity, implementation and interpretation of this Agreement shall be governed by the laws of PRC.

13. Amendment and Supplement: Any amendment and supplement of this Agreement shall be made by both parties in writing. The amendment and supplement duly executed by both parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

14. Severability: If any clause hereof is judged as invalid or non-enforceable according to relevant laws, such clause shall be deemed invalid only within the applicable area of the Laws and without affecting other clauses hereof in any way.

15. Appendices: The Appendices referred to in this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement.

IN WITNESS THEREOF Both Parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first set forth above.

Party A: JingWei HengTong Technology (ShenZhen) Co., Ltd. Legal Representative/Authorized Representative: Seal:

Party B: ShenZhen JingWei Communication Co., Ltd. Legal Representative/Authorized Representative: Seal:

5

Appendix 1

List of Intellectual property

Item Certificate Name Certificate number Issue date

1 Product Registration Certificate (Operation analysisV1.0) (V1.0) DGY - 2003 - 0164 2003.3.6

2 Product Registration Certificate (NGNbilling and operationV2.1)(NGNV2.1) DGY - 2005 - 0030 2005.1.27

3 Product Registration Certificate (YL-2000Telecom operation billingV3.X)(YL-2000V3.X) DGY - 2001 - 0177 2001.6.15

4 Product Registration Certificate (YLDC-2000multiserver data collectionV2.10)(YLDC-2000V2.10) DGY - 2003 - 0163 2003.3.6

5 Product Registration Certificate (YL-2001major account managementV2.0)(YL-2001V2.0) DGY - 2003 - 0105 2003.3.6

6 Product Registration Certificate (Data ware housingV1.0)(V1.0) DGY - 2006 - 0780 2006.3.16

7 Product Registration Certificate (GT800-OBSSoperationV3.0)GT800-OBSSV3.0) DGY - 2006 - 0363 2006.4.29

8 software ownership certificate (NGNopeation and billingV2.1)(NGNV2.1) 2005SR02400 2005.03.03

9 software ownership certificate (telecom operation strategic analysisV1.0)(V1.0) 2004SR03050 2004.04.08

List of Consumer Data Acquisition and Management Contracts

Contract Contract Partner 1 Consumer Data Acquisition and Management Contract ShenZhen HongTian Hi-Tech Development Co, Ltd 2 Consumer Data Acquisition and Management Contract ShenZhen Doubi Digital Tech Co, Ltd 3 Consumer Data Acquisition and Management Contract GuangDong FengDa Hi-Tech Co, Ltd Intellectual Property Agreement 6

Appendix 2 Account and payment method of License Fee

Party B should pay for All Intellectual Property RMB 1,000,000 per year to Party A as license fee. Party B shall pay the license fee to the account designated by Party A before December 31 each year. Party A has the right to determine whether or not to exempt the Party B's obligation to pay license fee at its discretion. Intellectual Property Agreement 7
Question: Highlight the parts (if any) of this contract related to Non-Transferable License that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?

Ex Output:
Party B shall not sub-license the Intellectual Property to others or use the Intellectual Property in the third party's training, business share, lease without the consent from Party A, unless there are opposite stipulations in this Agreement.