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ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

ANYTIME FITNESS FRANCHISE DISCLOSURE DOCUMENT

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your Anytime Fitness Center and use it only for the operation of your Anytime Fitness Center. At our<br />

request, you will be required to deliver to us confidentiality agreements and non-compete agreements in a<br />

form satisfactory to us from your owners, the spouses of your owners, and your employees. The scope of<br />

the confidentiality agreements shall be consistent with the provisions of this Section to.A, and the scope<br />

of the noncompete agreements shall be consistent with the provisions of Section 17 of this Agreement.<br />

B. Notwithstanding any provision of Section 10.A, at your discretion, you may allow any<br />

financial institution that has loaned money to you or to your business to have access to your books and<br />

records to confirm your billings, collections, receivables, and any other financial information you have<br />

provided to the financial institution.<br />

C. If you conceive or develop any improvements or additions to the System, new trade<br />

names, trade and service marks or other commercial symbols related to your Anytime Fitness Center, or<br />

any advertising and promotion ideas related to your Anytime Fitness Center ("Improvements"), you will<br />

fully disclose the Improvements to us without disclosure of the Improvements to others, and you will<br />

obtain our written approval before using such Improvements. Any such Improvement that we approve<br />

may be used by us and all our other franchisees without any obligation to pay you royalties or similar<br />

fees. You will assign to us, without charge, any rights, including the right to grant sublicenses to any<br />

such Improvement. We, at our discretion, may make application for and own copyrights, trade names,<br />

trademarks and service marks relating to any such Improvement. We also may consider such<br />

Improvement as our property and trade secret. We will, however, authorize you to use any Improvement<br />

authorized generally for use by our other franchisees.<br />

11. INSURANCE: INDEMNIFICA nON<br />

A. Insurance. You alone will be responsible for any claim, action, loss, damage, liability,<br />

injury or death arising out of, or relating to, the operation of your Anytime Fitness Center or arising out<br />

of, or relating to, your acts or omissions or the acts or omissions of any of your agents, employees or<br />

contractors in connection with the operation of your Anytime Fitness Center. You agree to indemnify and<br />

hold us and our affiliates and our respective officers and directors harmless against and from any and all<br />

such claims, actions, losses, liability, damages, injuries, or deaths, including costs and reasonable<br />

attorneys' fees. You will obtain and maintain in force and pay the premiums for general liability<br />

insurance with complete operations coverage, broad form contractual liability coverage, property damage,<br />

and other insurance in such types as we may require or as required by law from time to time. All such<br />

policies will have minimum limits we may prescribe from time to time, and shall be with carriers who<br />

have minimum ratings that we may prescribe from time to time. Such insurance policies will expressly<br />

protect both you and us and will require the insurer to defend both you and us in any action you will<br />

submit to us, within thirty (30) days of our request, any and all loss ratios or other information we request<br />

in connection with such insurance policies. You will furnish to us a certificate of insurance as set forth<br />

above, naming us as an additional insured, and providing that such policy will not be canceled, amended<br />

or modified except upon thirty (30) days' prior written notice to us. At our request, you will deliver to us<br />

original certificates of insurance and evidence of policy renewals at least thirty (30) business days before<br />

expiration. You will have all policies of insurance provide that the insurance company will have no right<br />

of subrogation against either party hereto or their respective agents or employees. Maintenance of the<br />

insurance requirement will not relieve you of the obligations of indemnification. If you fail to obtain or<br />

maintain in force any insurance as required by this Section or to furnish any certificate of insurance<br />

required hereunder, we may (but have no obligation to), in addition to all other available remedies, obtain<br />

such insurance or certificates, and you will promptly reimburse us for all insurance premiums and other<br />

costs incurred in obtaining such insurance, including an administrative fee for our time in obtaining the<br />

coverage for you. You assume all risks in connection with the adequacy of any insurance or self-<br />

FA 12/09 14

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