【正文】 tion precedent to Company39。s prior written approval.(b) If Company shall approve a Subfranchisee and a prospective franchise location, Subfranchisor shall transmit to such Subfranchisee for execution, copies of Company39。s subfranchising manual (the “Subfranchising Manual”), one (1) copy of the Policies and Procedures Manual (the “Operations Manual”), and (collectively referred to as the “Manuals”). Subfranchisor shall conduct all subfranchising activities and all business activities, and shall cause its Subfranchisee s to conduct their business activities, in strict accordance with Company39。s management and supervisory personnel as Subfranchisor may reasonably designate. Subfranchisor shall bear all travel and living expenses of its said personnel in connection with such initial training. The number and type of personnel to be used by Company to provide training shall be wholly within the discretion of Company, provided, however, that such persons (“Company Trainers”) shall be sufficiently knowledgeable and capable, individually or together with other such persons, to provide instruction and training regarding sales promotion, and methods of operating the Franchised Business. Such initial training program shall be of such duration, as Company shall determine to be necessary to enable Subfranchisor to perform its obligations and to operate the Franchised Business pursuant hereto.(c) Prior to the opening of Subfranchisor39。s entire satisfaction, Subfranchisor39。s service of such notice, to execute and return to Company both copies of the proposed area development or Master Franchise agreement, together with any fees payable to Company pursuant to the terms thereof. If Subfranchisor has satisfied the conditions described in Section , Company shall execute and return one (1) copy of the area development or Master Franchise agreement to Subfranchisor. If Subfranchisor fails to exercise its right of first refusal as aforesaid, or fails to satisfy the conditions described in Section , Company may thereafter enter into an area development or Master Franchise agreement, with such third party.(iii) The Subfranchisor39。 andWHEREAS, Company and certain of its Affiliates acquire, produce, license market and sell [PRODUCT/SERVICE]。s right of first refusal with respect thereto, which shall be exercised, if at all, in the following manner:(i) In the case any additional [FRANCHISED BUSINESSES] are to be developed by the Company, Company shall serve upon Subfranchisor a written notice setting forth the proposed location of the [FRANCHISED BUSINESS], and two (2) copies of the Company39。s receipt of the new Master Franchise agreement, Subfranchisor shall execute two copies of the Master Franchise agreement and return them to Company. If Subfranchisor has so executed and returned the copies and has satisfied the conditions set forth in Section , Company will execute the copies and return one fully executed copy to Subfranchisor. Conditions to Exercise of Right of Additional DevelopmentSubfranchisor39。s employees in accordance with the terms of the individual Franchise Agreement or Subfranchise Agreement for each Franchise in the Development Area and shall operate such training facility or facilities according to the standards, policies and procedures prescribed by Company in the Operations Manual and any other written munications from Company to Subfranchisor from time to time.(b) Not later than one hundred and twenty (120) days after the date of this Agreement, Company shall instruct Subfranchisor in the Company39。s own expense. Initial MaterialsCompany shall provide to Subfranchisor, at no additional cost, within ninety (90) days after Subfranchisor39。s standards, rules, policies and procedures in effect from time to time. Subfranchisor shall prepare its own Uniform Franchise Offering Circular, shall register and maintain proper registrations as a subfranchisor in all states and jurisdictions where such registration is or shall be required, and shall at all times ply with all of the provisions of all other applicable federal, state or local statutes, rules or ordinances. Subfranchisor shall not file or use any offering circulars, prospectuses and other disclosure documents, whether related to subfranchising, securities offerings or other matters, without first having obtained the written consent thereto from Company, which it may grant or withhold in its sole discretion. Such consent shall not constitute a warranty or representation by Company that said document plies with any applicable law or that the disclosures therein made by Subfranchisor are truthful and accurate, nor shall its review or consent with respect thereto in any way waive, reduce or impair the Company39。 and(ii) Company shall not have the continuing obligation to provide to the Subfranchisor any training, service and assistance to the extent that such training, service and assistance is customarily provided or required to be provided by Subfranchisor to Subfranchisees in the Development Area.(b) After Subfranchisor has located a site (for construction) of a proposed Subfranchisor Franchise, Subfranchisor shall submit to Company such information regarding the proposed site as Company shall require, in the form which Company shall from time to time require, together with the terms and conditions of any proposed lease or purchase relating to such site. Company may seek such additional information as it deems necessary within thirty (30) days of submission of the prospective site, and Master Franchise shall respond promptly to such request for additional information. If Company shall not reject the site in writing within thirty (30) days, or within thirty (30) days after a receipt of such additional information, the site shall be deemed approved. Company shall not unreasonably reject a proposed site nor unreasonably delay its approval or disapproval thereof.(c) Promptly after approval of any site, Company