ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

your corporate, partnership, limited liability company or other entity name. You also will not use the
words "Anytime Fitness" or any similar name in any domain name or URL you establish.
E. Substitutions of, or Adverse Claims to, Marks. We have the right to protect and maintain
all rights to the Marks against encroachment, misuse or unauthorized use and against all challenges to any
rights of its use, as we deem appropriate. If it becomes advisable at any time, in our sole discretion, to
modify or discontinue use of any Mark, or to discontinue using any Mark, or if there is an adjudication by
a court of competent jurisdiction that any party's rights to any of the Marks are superior to ours, then
upon written notice from us, you will, at your sole expense, immediately adopt and use the changes and
amendments to the Marks that are specified by us in writing, and if the Mark that is changed is the name
"Anytime Fitness," then all references in this Agreement to the name "Anytime Fitness" will be deemed
references to such substitute Mark. Ifwe modify or discontinue use of any Mark, you will immediately
cease using the Marks specified by us, and will, as soon as reasonably possible, commence using the new
trademarks, trade names, service marks, logos, designs and commercial symbols designated by us in
connection with all advertising, marketing and promotion of your Anytime Fitness Center. We will have
no liability or obligation whatsoever with respect to your modification or discontinuance of any Mark.
You will not make any changes or amendments in or to the use of the Marks or System unless directed by
us in writing.
F. Litigation. You will have no obligation to and will not, without our prior written consent,
defend or enforce any of the Marks in any court or other proceedings for or against imitation,
infringement, any claim of prior use, or for any other allegation. You will, however, immediately notify
us of any claims or complaints made against you with respect to the Marks and will, at your reasonable
expense, cooperate in all respects with us in any court or other proceedings involving the Marks. We will
pay the cost and expense of all litigation incurred by us, including attorneys' fees, specifically relating to
the Marks. We will have the right to control and conduct any litigation relating to the Marks and be
entitled to all recovery related to claims with respect to the Marks. While we are not required to defend
you against a claim based on your use of the Marks, we will reimburse you for your liability. You will
also be required to reimburse us for liability arising out of your unauthorized use of any of the Marks.
G. Copyrighted Materials. You acknowledge and agree that we may authorize you to use
certain copyrighted or copyrightable works (the "Copyrighted Materials"), including the Manual (as
defined below). The Copyrighted Materials are our valuable property. Your rights to use the
Copyrighted Materials are granted to you solely on the condition that you comply with the terms of this
Agreement. Your use of the Copyrighted Materials does not vest you with any interest other than the
temporary, non-exclusive license to use the Copyrighted Materials granted in this Agreement. All rights
that inure as a result of the use of the Copyrighted Materials belong solely to us.
H. Protection. You will sign any documents that we or our counsel deem necessary for the
protection of the Copyrighted Materials or the Marks or to maintain their validity or enforceability, or to
aid us, at our expense, in acquiring rights in or in registering any of the Marks or any trademarks, trade
names, service marks, slogans, logos or emblems that we subsequently adopt.
4. INITIAL FRANCHISE FEE
A. Initial Franchise Fee. You will pay us a nonrefundable initial franchise fee (the "Initial
Franchise Fee") as set forth in the Rider.
B. No Refunds. The Initial Franchise Fee has been fully earned upon our signing ofthis
Agreement and, except as provided in Section 7, is nonrefundable in consideration of the expenses
incurred by us in granting this franchise and for the lost or deferred opportunity to franchise others.
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