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LLM-jp 218

[ { "content": "Instructions: The input is taken from a negotiation between two participants who take the role of campsite neighbors and negotiate for Food, Water, and Firewood packages, based on their individual preferences and requirements. Given an utterance and recent dialogue context containing past 3 utterances (wherever available), output Yes if the utterance contains the small-talk strategy, otherwise output No. small-talk is a cooperative negotiation strategy. It is used for discussing topics apart from the negotiation, in an attempt to build a rapport with the opponent. For example, discussing how the opponent is doing during the pandemic or sharing excitement for the camping trip.\nInput: Context: 'What are your preferences? I always love having a big fire at night when I am camping and I do think water is more important than food.' 'I like to have a lot of food to keep my energy up, but I might need some firewood to cook that food. I can't wait for my camping trip.🙂'\nUtterance: 'I love camping also! Yes, I can see how you would need firewood if you want to cook your food. So, food is more important to you than water?'\nOutput:", "role": "user" }, { "content": "Yes", "role": "assistant" } ]

[ { "content": "Definition: Given a sentence in Spanish, provide an equivalent paraphrased translation in French that retains the same meaning both through the translation and the paraphrase.\nInput: Nar-Dos desarrolló la tendencia crítica armenia del realismo psicológico mostrando un lenguaje armenio refinado.\nOutput:", "role": "user" }, { "content": "Nar-Dos a développé la tendance arménienne critique du réalisme psychologique en affichant une langue arménienne raffinée.", "role": "assistant" } ]

[ { "content": "Given a sentence in English, provide an equivalent paraphrased translation in French that retains the same meaning both through the translation and the paraphrase.\n\nDebbie Downer is a name of a fictional \" Saturday Night Live \" character that was debuted in 2004 and portrayed by Rachel Dratch .", "role": "user" }, { "content": "Debbie Downer est le nom d’un personnage fictif appelé «Saturday Night Live» qui a fait ses débuts en 2004 et qui a été interprété par Rachel Dratch.", "role": "assistant" } ]

[ { "content": "Q: A text is given in English. Translate it from the English language to the Tamil language. The translation must not omit or add information to the original sentence.\nAs I gazed at it, the ueen encouraged me to touch it.\nA:", "role": "user" }, { "content": "நான் அதைப் பார்த்துக் கொண்டிருந்த வேளையில், அதை நான் தொட்டுப் பார்க்க வேண்டும் என்று அவர் விரும்பினார் என்றே எனக்குப் பட்டது.", "role": "assistant" } ]

[ { "content": "You will be given a definition of a task first, then some input of the task.\nIn this task, you are given a sentence in either Spanish or English. Your task is to determine the language of the input sentence. Input sentences can only be in Spanish or English, and they cannot be in two languages ​​at the same time.\n\nEstá claro que éste constituye un mejor control que realizar una medición dos veces al año en un momento cualquiera.\nOutput:", "role": "user" }, { "content": "Spanish", "role": "assistant" } ]

[ { "content": "You are given a sentence, a question and two answer options ('A' and 'B'). Your task is to find the **incorrect** answer (return the string of the incorrect option, not A/B).\n\nInput: Consider Input: Sentence: An average 10 year old boy and an average 15 year old boy throw a football. Question: Which boy will throw the football the shortest distance? (A) 10 year old boy (B) 15 year old boy\n\nOutput: 15 year old boy\n\n\nInput: Consider Input: Sentence: Mike and Sue decide to ride their bikes around the park. They follow the same path but Mike rides his bike twice as fast as Sue. Question: After ten minutes, who will have covered less distance? (A) Mike (B) Sue\n\nOutput: Mike\n\n\nInput: Consider Input: Sentence: A speedboat and a barge start at the same origin and travel across a 2 mile channel on the same path to the same destination. Question: Which boat will arrive first? (A) Barge (B) Speedboat\n\n", "role": "user" }, { "content": "Output: Barge\n\n\n", "role": "assistant" } ]

[ { "content": "Teacher: The input is taken from a negotiation between two participants who take the role of campsite neighbors and negotiate for Food, Water, and Firewood packages, based on their individual preferences and requirements. Given an utterance and recent dialogue context containing past 3 utterances (wherever available), output Yes if the utterance contains the no-need strategy, otherwise output No. no-need is a cooperative negotiation strategy. It is used when a participant points out that they do not need an item based on personal context such as suggesting that they have ample water to spare. no-need can directly benefit the opponent since it implies that the item is up for grabs.\nTeacher: Now, understand the problem? If you are still confused, see the following example:\nContext: \nUtterance: 'how about I give you 2 waters and 1 food package in exchange for all your firewood?'\nSolution: No\nReason: The utterance does not use the no-need strategy since it never refers to an item that the participant does not need.\n\nNow, solve this instance: Context: 'I am actually very much in need of water. I fell while I was hiking during this trip. I have a really bad wound I need to clean on my leg. ' 'yikes that stinks. i got some extra people with me and we dont hve enough either. could i take 2 since we will be drinking it and maybe you can have 1 to get that wound cleaned up' 'There is a lot of blood on my wound and if I don't get it cleaned I am afraid I would have to have it amputated. It's likely I'll be stationary a long time. Maybe I can give you 2 water in exchange for 2 foods since I'll be stuck up here for a long time? '\nUtterance: 'oh no!!!!! sounds like you shouldnt be camping at all. thats insane that happened. youre definitely in my thoughts. uhm i guess i have no choice since your situation is dire. so to be clear youre saying i can have two water and you can have two wood? if so thats ok with me'\nStudent:", "role": "user" }, { "content": "No", "role": "assistant" } ]

[ { "content": "You will be given a definition of a task first, then some input of the task.\nYou are given a statement written in Telugu. Choose the most logical word from the given 4 options which can be used to replace the <MASK> token in the statement. Output the word from the correct option .\n\nStatement: ఎన్.టి.ఆర్ - కె. రాఘవేంద్రరావు కాంబినేషన్ ల్ వచ్చిన తొలిచిత్రం. ఇది సత్యచిత్ర వారి మూడవ చిత్రం (గతంలో ఈ సంస్థ ద్వారా తాసిల్దార్ గారి అమ్మాయి, ప్రేమబంధం చిత్రాలు నిర్మితమయ్యాయి). <MASK> - రామారావు జంటకు తొలి చిత్రం. తెలుగు సినిమాలలో కథ, కథనం, సంగీతం, స్టెప్పులు ఈ చిత్రం మొదలు పెట్టిన ఒరవడిలో చాలాకాలం సాగాయి.\n\n Option A: జయసుధ\n\n Option B: జయప్రద\n\n Option C: పి.సుశీల\n\n Option D: ఎస్.పి.బాలసుబ్రహ్మణ్యం\nOutput:", "role": "user" }, { "content": "జయప్రద", "role": "assistant" } ]

[ { "content": "Facts: - yearsactive: 1952-1980 - death date: 1 september 2005 - othername: clavé - birth date: 5 april 1913 - name: antoni clavé - death place: st tropez , france - birth place: barcelona , spain - occupation: artist , costume designer Based on these bullet points, write a short biography describing the life of antoni clavé .\nA:", "role": "user" }, { "content": "antoni clavé -lrb- 5 april 1913 -- 1 september 2005 -rrb- was a catalan master painter , printmaker , sculptor , stage designer and costume designer .he was nominated for two academy awards -lrb- best art direction and best costume design -rrb- for his work on the 1952 film `` hans christian andersen '' .clavé was one of spain 's best known and most celebrated artists .his work evolved from a baroque , ornamental style to a pure , minimal aesthetic .in his later years , his work is completely abstract , employing expressive lines and exploring the boundaries of shading , texture and color .he was trained at the school of fine arts , barcelona , with his works being influenced by artists such as bonnard , vuillard and roualt .he is best known for his lyrical abstractions , works which combine paint with collage .his theatrical designs have appeared on stages around the world , as well as in numerous films .his works include sets for opera , theater , and ballet , most notably for roland petit 's ballet company , including `` carmen '' -lrb- 1949 -rrb- .his work is displayed in many museums , including the fine arts museums of san francisco , national museum of serbia , museo patio herreriano de valladolid , spain , tate gallery , london , museo de bellas artes de bilbao , museum of modern art , paris , museo nacional de arte reina sofia , madrid and the british museum , london .", "role": "assistant" } ]

[ { "content": "In this task, you're given a context, a sentence, and a character. The sentence describes an action or job of the given character. Also, the context provides more information about the sentence or the character. Your task is to return one of the emotions which are expressed by the Character in the given sentence. For that you can use the Context; however, Context is not provided in all the inputs. Also, in some inputs, there can be zero emotion; for that return 'None'.\n\nContext: Daichi wanted to work at a ramen shop. He showed up every day to ask for a job, but the owner said no. Finally, impressed by his tenacity, the owner gave in and hired him. When he was hired, Daichi worked hard every day. \n Sentence: However, he was no good at his job so Daichi was fired. \n Character: Daichi\nextremely sad\n\nContext: Today's breakfast was special. We were in NYC. We ordered bagels from a shop. \n Sentence: I had an everything bagel with lox and cream cheese. \n Character: I (myself)\ncontent\n\nContext: Jake was walking along a bike bath. And found a wallet on the floor. \n Sentence: He kept the wallet and planned on keeping the money. \n Character: Jake\n", "role": "user" }, { "content": "lucky\n\n", "role": "assistant" } ]

[ { "content": "In this task you will be given a list of numbers and you need to find the mean (average) of that list. The mean of a list can be found by summing every number in the list then dividing the result by the size of that list. The output should be rounded to 3 decimal places.\n\n[Q]: [-24.069, 49.942, -56.199, 147.337, 81.429, 198.62, -91.886, 33.842, -16.712, -51.661]\n[A]: 27.064\n\n\n[Q]: [-2.869, -88.698, 21.318]\n[A]: -23.416\n\n\n[Q]: [-13.371, 112.6, 240.359, 165.509, -33.503, 118.087, 172.774, -1.423, 20.807]\n[A]:", "role": "user" }, { "content": "86.871\n\n\n", "role": "assistant" } ]

[ { "content": "Given the task definition, example input & output, solve the new input case.\nWrite a question from the passage such that it identifies a character (a person or a thing) in the passage.\nExample: I really struggle to feel bad for people who actively choose to be miserable and manipulative. I'm dorky and like to use little proverbs all the time. One of my favorites is this: \"you can lead a horse to water, but you can't make him drink.\" At the end of the day, if someone has a problem, they can never resolve it if they don't truly wish to. You can give someone all the resources in the world, but you can't force them to utilize them. When I was 16, I dated a horrible guy. He was abusive verbally, emotionally, and sexually. He was an incredibly troubled young man and refused to seek help for his severe mental health issues. I eventually came to understand that he reveled in his misery. It was his identity. He acted like he wanted a cure and I'd set him up with resources, but he refused every single one. He may have struggled with serious mental illnesses, but being miserable perversely made him happy and he loved to use his struggles to justify his inexcusable behavior. He wanted to drag as many people into his fiery pit of anguish as possible. I later suffered from severe depression myself, and I never once used it as an excuse to hurt other people. My ex wasn't struggling with his mental health in terms of deliberating and carefully harming others. He was simply exhibiting a personality trait, one he chose to cultivate… and it wasn't my problem. I ended up cutting him off completely in spite of all the threats. I will never feel bad for the awful plight he refuses to help himself out of. I have no patience for that type of person. Know what we call them? Toxic. Poison. A waste of time.\nOutput: Who was abusive to the author?\nThe question is based on the following sentences in the passage - 'When I was 16, I dated a horrible guy. He was abusive verbally, emotionally, and sexually.'. The sentence clearly explains that the author's boyfriend was abusive to her.\n\nNew input case for you: Personally I enjoy doing things outside. You know, the good ol' nature.\nOne time, me and my buddy Alex and some friends decided we were going to go camping. (I know, basic camping story. Well not exactly.) We planned on going for the weekend. Got to the spot and put up our tents like normal campers. But knowing myself and my friends we wanted to drink a couple beers and do some fishing. We did just that. Later that night we had started out camp fire and cooked up some links before bed time. My drunk self wanted to keep the fire going all night to prevent wild animals from coming t our sight. Well at least I thought that'd help. So I needed a bunch of wood to do so. Everyone was asleep by this point but me. So I took myself out into the woods a little deeper to grab a full broken down tree. I thought to myself, \"Well if I want to utilize all of this wood I'm going to need to break it into smaller prices right?\" Wrong. Well at least it was wrongful of how I planned on doing it. I attempted to break the tree in half by throwing it against another tree, as if I were as strong as the hulk or something. Once I chunked the tree at this tree I messed the entire vacation up. The tree came down on my knee and crushed it. I was in so much pain. I realized that I messed it up pretty bad so I laid there for a second trying to get back to my feet. The next day I couldn't apply any pressure and couldn't walk at all. I was dirty and smelly and needed some serious help on my leg but I was too far from any civilization. Worst nature experience ever!\nOutput:", "role": "user" }, { "content": "Who went fishing?", "role": "assistant" } ]

[ { "content": "Detailed Instructions: Translate from Hindi to English such that it preserves the original meaning Perform complete translation (partially translated sentences are considered incorrect).\nProblem:कि कुछ ...\nSolution:", "role": "user" }, { "content": "that there's a.? .", "role": "assistant" } ]

[ { "content": "Detailed Instructions: In this task, you are given music product reviews in French language. The goal is to classify the review as \"POS\" if the overall sentiment of the review is positive or as \"NEG\" if the overall sentiment of the review is negative.\nProblem:Décevant! . On peut être déçu par ce premier album de Juelz Santana, pourtant présenté comme un des futurs cracks du rap US. L'album lui même n'est pas mauvais, mais pour ceux qui suivent les Diplomats depuis que Cam'Ron a rejoint Roc-A-Fella, ils risquent d'être déçu par le ton très monotone de cet opus. La plupart des morceaux sont produits par les Heatmakers, crew de production spécialisé dans le samplage des vieilles chansons soul des années 60. Les productions sont très bonnes, mais se ressemblent malheureusement toutes. De plus, de nombreux morceaux figuraient déjà sur la mixtape \"Final Destination\". Pour résumer, on pourrait dire que ceux qui ont aimé l'album Diplomatic Immunity des Diplomats aimeront l'album, pour les autres, la pillule devrait être plus difficile à avaler!\nSolution:", "role": "user" }, { "content": "NEG", "role": "assistant" } ]

[ { "content": "In this task your given two statements in Estonian. You must judge whether the second sentence is the cause or effect of the first one. Label the instances as \"cause\" or \"effect\" based on your judgment. The sentences are separated by a newline character.\n\nExample input: Ese oli mullikilesse mässitud.\nSee oli õrn.\nExample output: cause\nExample explanation: The object being delicate is the cause of wrapping it in bubble wrap.\nQ: Mehe hääl kõlas kähe.\nTal oli külmetus.\nA:", "role": "user" }, { "content": "cause", "role": "assistant" } ]

[ { "content": "Definition: In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head can be hindered by what is mentioned in the Tail or not. In this task, hindering introduces hindrances that obstruct the natural path to the achievement of a goal. For example, the event PersonX adopts a cat can be obstructed if PersonX is allergic to cats. Classify your answers into \"Yes\" and \"No\". The phrase may also contain \"___\", a placeholder that can be an object, a person, and/or an action.\nInput: Head: PersonX asks PersonY's teacher<sep>Tail: helpful.\nOutput:", "role": "user" }, { "content": "No", "role": "assistant" } ]

[ { "content": "Given the question: Question: \"We can assume that a person in a kipa is not of what gender?\" Context: \"Externally, Orthodox Jews can be identified by their manner of dress and family lifestyle. Orthodox women dress modestly by keeping most of their skin covered. Additionally, married women cover their hair, most commonly in the form of a scarf, also in the form of hats, bandanas, berets, snoods or, sometimes, wigs. Orthodox men wear a skullcap known as a kipa and often fringes called \"tzitzit\". Haredi men often grow beards and always wear black hats and suits, indoors and outdoors. However, Modern Orthodox Jews are commonly indistinguishable in their dress from those around them.\" Answer:\nThe answer is:", "role": "user" }, { "content": "women", "role": "assistant" } ]

[ { "content": "You are given a sentence in Hebrew. Your job is to translate the Hebrew sentence into Portugese.\n\n\"\" אני לא יודע. אתה יודע?", "role": "user" }, { "content": "\"\" Não sei. Tu sabes?", "role": "assistant" } ]

[ { "content": "You are provided with a user review of a restaurant. Your task is to classify the given review into two categories: 1) positive, and 2) negative based on its content.\n\nMears sucks. I just spent over a half an hour trying to book on-line. Nothing but problems. I can imaginge what their car serivce is like.", "role": "user" }, { "content": "negative", "role": "assistant" } ]

[ { "content": "Definition: In this task, you are given a abstract of article and corresponding title of an article. Your task is to generate label \"yes\" if title is right for article, otherwise generate \"no\".\nInput: Abstract: The development of a safe and effective HIV vaccine is perhaps the most important and challenging goal remaining in HIV-AIDS research. Recent progress using a poxvirus vector prime and envelope protein boost strategy demonstrated a modest but statistically significant level of efficacy and established the concept that a vaccine could prevent HIV infection (1), and approaches to boost durability and efficacy are currently in the planning stages (2). But the results of two vaccine concepts based on recombinant adenovirus serotype-5 (rAd5) (3–5) pointed to a potential major problem—that such vaccines might increase susceptibility to HIV infection. This also raised the question of whether the problem extends to some or all of the other recombinant adenovirus vectors currently in development or to other vector-based vaccines.. Title: Corresponding author:\nOutput:", "role": "user" }, { "content": "no", "role": "assistant" } ]

[ { "content": "Detailed Instructions: You are given a conversation between two people.'Person1:' and 'Person2:' are used to separate their respective dialogues. You have to classify if there exist more than 2 unique emotions in conversation. If there are more than 2 unique emotions present in the conversation, the output should be classified as '1' else it should be '0'\nProblem:Person1: Can you believe her ? She is not even a hundred pounds and she is going off on how she wants to go on a diet . \nPerson2: Tell me about it . If I was as small as her , I wouldn't think about going on a diet . \nPerson1: Me too . But what are we going to do ? I have been on 4 different diets and I can't seem to lose weight . \nPerson2: That's because you don't exercise . If you were more active , you wouldn't have a dieting problem . \nPerson1: What do you know ? You are over weight too . \nPerson2: I'm not on a diet though . \nPerson1: I know . But I don't have someone to diet with . If we help each other and motivate each other , then I think we can lose some weight . \nPerson2: I like ice cream too much though . \nPerson1: C'mon . You'll feel better and look better and as a reward you can eat a little bit of ice cream here and there . \nPerson2: It does sound appealing . \nPerson1: It's a great idea . I can't believe I didn't think of this earlier . Going on a diet with a friend to back you up is a great way to succeed . \nPerson2: Okay . I'm in . Let's do it . \nPerson1: Great . I'll get our plan started right away . \nPerson2: Can we start tomorrow though ? \nSolution:", "role": "user" }, { "content": "1", "role": "assistant" } ]

[ { "content": "Detailed Instructions: The task is to generate the correct answer for a given math problem.\nQ: Problem: in a dairy farm , 20 cows eat 10 bags of husk in 40 days . in how many days one cow will eat one bag of husk ?\nA:", "role": "user" }, { "content": "80", "role": "assistant" } ]

[ { "content": "Teacher:In this task, you are given a movie review in Persian, and you have to extract aspects of the movie mentioned in the text. We define aspects as music(موسیقی), directing(کارگردانی), screenplay/story(داستان), acting/performance(بازی), cinematography(فیلمبرداری), and scene(صحنه). Although there might be multiple aspects in a review, we only need you to write one aspect.\nTeacher: Now, understand the problem? Solve this instance: هومن سیدی آدمِ باهوشیه ، طول مدت فیلم تمام حواسم توی داستان بود و به هیچ چیزه دیگه ای فکر نکردم ، کاملاً منو جذب کرده ، یک جاهایی حس کردم از سریال Narcos تأثیر گرفته و منو یادِ اون سریال انداخت ، اما واقعاً جذاب بود ، گریم هاشون حرف نداشت\nStudent:", "role": "user" }, { "content": "کارگردانی", "role": "assistant" } ]

[ { "content": "Detailed Instructions: In this task, you are given a word, followed by two sentences. Your task is to figure out whether both the sentences use the aforementioned word with the same meaning. You should respond with 'True' if the words in both sentences share the same meaning, and 'False' otherwise.\nQ: party \n Sentence1: The green party took 12% of the vote. \n Sentence2: In 1992 Perot tried to organize a third party at the national level.\nA:", "role": "user" }, { "content": "False.", "role": "assistant" } ]

[ { "content": "Instructions: In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to return the position of all the numerical elements in the given list in order. Assume the position of the 1st element to be 1. Return -1 if no numerical element is in the list.\nInput: ['n', '5451', 'T']\nOutput:", "role": "user" }, { "content": "2", "role": "assistant" } ]

[ { "content": "TASK DEFINITION: In this task, you are given a public comment from online platforms. You are expected to classify the comment into two classes: insult and non-insult. Insult is any lanugage or act that is disrespectful or scornfully abusive.\nPROBLEM: Comment: Since the NFL has c-----d the bed, I find it very unlikely they will outperform anyone on this issue.\n\nSOLUTION: Non-insult\n\nPROBLEM: Comment: Maria Goretti. Now, lugubriously, patron saint of rape victims.\n\nSOLUTION: Non-insult\n\nPROBLEM: Comment: Thanks to some idiots on tv, and the media. Washington and Juneau thinks we dont know how to do accounting or calculating bugets. They tweek the info to fool majority and it usually works. How do the pinheads think we have survived their trickle down math. They are not smarter because they were elected. They were elected to stop wasteful spending, corruption and protect the states resources from robber barons and ensure the safety and rich heritage of Alaska and her people. We the people know how to budget. We have no choice. But....I am smarter than the seat potatoes in Juneau. I know when I am being stiffed. They want the whole pfd bank account they have been after for 20yrs.\n\nSOLUTION:", "role": "user" }, { "content": "Insult\n\n", "role": "assistant" } ]

[ { "content": "Detailed Instructions: Read the given context and if the the context is inappropriate (e.g., pornographic) or nonsensical (e.g., cannot determine what happenings the context is about), indicate via \"yes\". Otherwise, response via \"no\".\nProblem:Context: He 's really sweet and I think he really likes me . We kissed like 6 times . The first time was after we had been camping for 3 days and he still thought I looked pretty . He also made the effort to meet up with me in Oxford .\nSolution:", "role": "user" }, { "content": "Yes.", "role": "assistant" } ]

[ { "content": "Teacher:Given an English language product review, determine if it is a Good Review or a Bad Review. A good review is one where the product's review has positive tone and Bad review is one where the tone of product's review is negative.\nTeacher: Now, understand the problem? Solve this instance: When I received my box it was pretty beat up and had a lot of air missing. The company is good they refunded me after contacting them.\nStudent:", "role": "user" }, { "content": "Bad review", "role": "assistant" } ]

[ { "content": "Detailed Instructions: In this task, you are given a country name and you need to return the abbrevation name of the given country.\nSee one example below:\nProblem: Afghanistan\nSolution: AF\nExplanation: AF is the abbrevation name of the country called Afghanistan.\n\nProblem: Venezuela\nSolution:", "role": "user" }, { "content": "VE", "role": "assistant" } ]

[ { "content": "Definition: Given a sentence in Chinese, provide an equivalent paraphrased translation in German that retains the same meaning both through the translation and the paraphrase.\nInput: Alycia Moulton以6比0,7比5击败Billie Jean King。\nOutput:", "role": "user" }, { "content": "Alycia Moulton besiegte Billie Jean King mit 6: 0, 7: 5.", "role": "assistant" } ]

[ { "content": "In this task, you are given a sentence in Persian, and your task is to translate it into English.\n--------\nQuestion: مسافران در اوآخاکا عکس ازAndrea Arzaba\n\nAnswer: Travelers in Oaxaca.\n\n\nQuestion: بلاگر می‌گوید وی در کشورهای آسیای مرکزی چهر ه ای شناخته شده و قابل احترام بود\n\nAnswer: He was remarkably well known and respected around Central Asia and openly questioned the policies and human rights violations of the Uzbek government.\n\n\nQuestion: برای برقرار کردن ارتباط با ایران، در ابعاد خیلی وسیع‌تر و با تاثیر بیشتر باشد.\n\nAnswer:", "role": "user" }, { "content": "Iran.\n\n\n", "role": "assistant" } ]

[ { "content": "Part 1. Definition\nThis task is to translate a news commentary given in English language into French language. Translate the input statement into the output language while preserving the numberical values, special characters and proper nouns and context of the commentary done.\nPart 2. Example\nSince their articles appeared, the price of gold has moved up still further. Gold prices even hit a record-high $1,300 recently.\nAnswer: Depuis la parution de leurs articles, le cours de l’or a encore grimpé, pour atteindre récemment un plus haut historique de 1300 dollars l’once.\nExplanation: The given translation is accurate and precise, and preserves the meaning of the commentary.\nPart 3. Exercise\nEfficiency requires sharing research as widely as possible as soon as it is available.\nAnswer:", "role": "user" }, { "content": "L’efficacité exige un partage à grande échelle de la recherche dès que celle-ci est disponible.", "role": "assistant" } ]

[ { "content": "Teacher: In this task, you're given a paragraph from the research paper and your task is to generate a suitable title for the research paper based on the given paper. Under 100 words is a good title length.\nTeacher: Now, understand the problem? If you are still confused, see the following example:\nThe severe acute respiratory syndrome (SARS) epidemic originating from China in 2002 was caused by a previously uncharacterized coronavirus that could be identified by specific RT-PCR amplification. Efforts to control future SARS outbreaks depend on the accurate and early identification of SARS-CoV infected patients. A real-time fluorogenic RT-PCR assay based on the 3 -noncoding region (3 -NCR) of SARS-CoV genome was developed as a quantitative SARS diagnostic tool. The ideal amplification efficiency of a sensitive SARS-CoV RT-PCR assay should yield an E value (PCR product concentration increase per amplification cycle) equal to 2.0. It was demonstrated that the 3 -NCR SARS-CoV based RT-PCR reactions could be formulated to reach excellent E values of 1.81, or 91% amplification efficacy. The SARS-CoV cDNA preparations derived from viral RNA extract and the cloned recombinant plasmid both exhibit the identical amplification characteristics, i.e. amplification efficacy using the same PCR formulation developed in this study. The viral genomic copy (or genomic equivalences, GE) per infectious unit (GE/pfu) of SARS-CoV used in this study was also established to be approximate 1200-1600:1. The assay's detection sensitivity could reach 0.005 pfu or 6-8 GE per assay. It was preliminarily demonstrated that the assay could efficiently detect SARS-CoV from clinical specimens of SARS probable and suspected patients identified in Taiwan. The 3 -NCR based SARS-CoV assay demonstrated 100% diagnostic specificity testing samples of patients with acute respiratory disease from a non-SARS epidemic region.\nSolution: Development and evaluation of an efficient 3 -noncoding region-based SARS coronavirus (SARS-CoV) RT-PCR assay for detection of SARS-CoV\nReason: It's a correct title because the paragraph described the development of 3 -noncoding region of SARS-CoV genome and assay efficiently detecting SARS-CoV from clinical specimens.\n\nNow, solve this instance: Interferon-stimulated gene 15 (ISG15) is a member of the ubiquitin-like modifiers (ULM) family, which adopts a βgrasp fold domain(s) similar to ubiquitin (Ub) with only minor sequence homology. ISG15 consists of two Ub-like domains and aids the immune system in neutralizing infections by numerous pathogens and plays an important role in defending cells against many viruses including influenza A. Recently, Ub was found to be a substrate for ISG15, which can be ISGylated on Lys29 and Lys48, while the former is more dominant. The discovery of such hybrid ISG15-Ub chains brought forward various fundamental questions regarding the nature and effect of this conjugation. To further investigate the role of hybrid ISG15-Ub chains, the pure homogeneous material of these chains is needed in workable quantities. By applying advanced chemical strategies for protein synthesis, we report the total chemical synthesis of a 231-residue ISG15-Lys29-Ub hybrid chain. During the synthesis we encountered insoluble peptide fragments, and therefore we developed a new reversible Acm based solubilizing tag to efficiently tackle this hurdle. This new Acm tag was compared with the known Arg based Acm solubilizing tag and was found to be more reliable in terms of incorporation and efficiency as demonstrated in the synthesis of the native ISG15-Ub hybrid chain.\nStudent:", "role": "user" }, { "content": "Total Chemical Synthesis of ISGylated-Ubiquitin Hybrid Chain Assisted by Acetamidomethyl Derivatives with Dual Functions", "role": "assistant" } ]

[ { "content": "Teacher:In this task, you are given triplets. Each triplet is in the form of [subject, predicate, object]. Your task is to generate proper sentence that utilizes these triples. The objective is to construct a sentence that (a) captures the facts specified in the triples and (b) is a well-formed sentence easily understandable by a human. All triple values need not be used directly in the sentence as long as the facts are adequately captured.\nTeacher: Now, understand the problem? Solve this instance: [['AZ Alkmaar', 'MANAGER', 'John van den Brom'], ['John van den Brom', 'CLUB', 'ADO Den Haag'], ['John van den Brom', 'CLUB', 'De Graafschap']]\nStudent:", "role": "user" }, { "content": "John van den Brom is the manager of AZ Alkmaar as well as a player for ADO Den Haag and De Graafschap.", "role": "assistant" } ]

[ { "content": "Instructions: You are given an elementary science question along with a few answer options. List all the words from the question that are essential and sufficient for choosing the correct answer option. Keep in mind that essential words are necessary to understand the meaning of the given question. However, non-essential words provide little information needed to select the correct answer. You can think about it like this: If the question was in another language, knowing the meaning of which words were necessary and enough for you to understand the question and answer it?. If your answer consists of multiple spans of words from the question, separate those using a comma (\", \"). Do not generate any word that is not present in the question. Make sure that your response is contained in the given question and the words are in the same order as the question.\n Grammatical correctness is not important.\nInput: Question: The boiling of water results in a physical change in matter from (A) solid to liquid. (B) gas to solid. (C) solid to gas. (D) liquid to gas.?\nOutput:", "role": "user" }, { "content": "boiling, water, physical, change, matter", "role": "assistant" } ]

[ { "content": "Given the task definition and input, reply with output. In this task, you are given a sentence. You must find the primary subject in the supplied sentence. The output must be a sub-sequence in the sentence.\n\nIn a normal right-handed rope the fibres are spun right-handed to form yarns\n", "role": "user" }, { "content": "a normal right-handed rope", "role": "assistant" } ]

[ { "content": "Detailed Instructions: In this task you will be given a list of integers. You should find the maximum absolute difference between 2 integers in the list. The absolute difference is the absolute value of one integer subtracted by another. The output should be a single integer which is the largest possible absolute distance.\nProblem:[-27, 11, -76, -26]\nSolution:", "role": "user" }, { "content": "87", "role": "assistant" } ]

[ { "content": "You are given a sentence in Polish. Your job is to translate the Polish sentence into English.\nOne example is below.\nQ: To największa nagrywarka, jaką w życiu widzieliście.\nA: It's sort of the biggest TiVo box you've ever seen.\nRationale: The Polish sentence is correctly translated into English, because the meaning is preserved.\nQ: (Brawa) Bruno Giussani: Gerard, dzięki.\nA:", "role": "user" }, { "content": "(Applause) Bruno Giussani: Gerard, thank you.", "role": "assistant" } ]

[ { "content": "Detailed Instructions: 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.\nProblem:Exhibit 10.15\n\n THE JOINT CORP. FRANCHISE AGREEMENT\n\n\n\n\n\n\n\n\n\n TABLE OF CONTENTS SECTION PAGE 1. INTRODUCTION 1 2. GRANT OF FRANCHISE 2 2.1 Term; Reference to Exhibit 1 2 2.2 Full Term Performance 3 2.3 Management Agreement with Professional Corporation - Non-Licensed Franchisees 3 2.4 Waiver of Management Agreement 4 2.5 Selection of Premises; No Protected Territory; Reservation of Rights 5 2.6 Renewal of Franchise 5 2.7 Personal Guaranty by Principal Owners; Reference to Exhibit 2 6 3. DEVELOPMENT AND OPENING OF THE FRANCHISE 6 3.1 Site Approval; Lease or Purchase of Premises; Opening Timeline; Reference to Exhibit 3 6 3.2 Prototype and Construction Plans and Specifications 7 3.3 Development of the Franchise 7 3.4 Computer System 8 3.5 Equipment, Furniture, Fixtures, Furnishings and Signs 9 3.6 Franchise Opening 9 4. TRAINING 9 4.1 General Manager 9 4.2 Training 10 5. GUIDANCE; OPERATIONS MANUAL 11 5.1 Guidance and Assistance 11 5.2 Operations Manual 12 5.3 Modifications to System 12 5.4 Advisory Councils 12 6. FEES AND COSTS 13 6.1 Initial Franchise Fee 13 6.2 Royalty Fee 13 6.3 Regional and National Advertising Fee 14 6.4 Local Advertising 14 6.5 Grand Opening Costs 15 6.6 Software and Programming Fees 15 6.7 Relocation Fee 15 6.8 Late Payments 15 6.9 Electronic Funds Transfer 16 6.10 Application of Payments 16 6.11 Modification of Payments 17 6.12 Non-Compliance Charge 17 THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\ni\n\n\n\n\n\n\n\n 7. MARKS 17 7.1 Ownership and Goodwill of Marks 18 7.2 Limitations on Franchise Owner's Use of Marks 18 7.3 Notification of Infringements and Claims 18 7.4 Discontinuance of Use of Marks 18 7.5 Indemnification of Franchise Owner 18 8. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION 19 8.1 Independent Contractor; No Fiduciary Relationship 19 8.2 No Liability, No Warranties 19 8.3 Indemnification 19 9. CONFIDENTIAL INFORMATION; NON-COMPETITION 20 9.1 Types of Confidential Information 20 9.2 Non-Disclosure Agreement 21 9.3 Non-Competition Agreement 21 10. THE JOINT CORP. FRANCHISE OPERATING STANDARDS 22 10.1 Condition and Appearance of the Franchise 22 10.2 Franchise Services and Products 23 10.3 Approved Products, Distributors and Suppliers 24 10.4 Hours of Operation 25 10.5 Specifications, Standards and Procedures 25 10.6 Compliance with Laws and Good Business Practices 25 10.7 Management and Personnel of the Franchise 26 10.8 Insurance 27 10.9 Credit Cards and Other Methods of Payment 28 10.10 Pricing 29 11. ADVERTISING 29 11.1 By Company 29 11.2 By Franchise Owner 31 11.3 Regional Advertising Cooperatives 31 11.4 Websites and Other Forms of Advertising Media 31 12. ACCOUNTING, REPORTS AND FINANCIAL STATEMENTS 32 13. INSPECTIONS AND AUDITS 33 13.1 Company's Right to Inspect the Franchise 33 13.2 Company's Right to Audit 33 14. TRANSFER REQUIREMENTS 34 14.1 Organization 34 14.2 Interests in Franchise Owner; Reference to Exhibit 4 34 14.3 Transfer by Company 35 14.4 No Transfer Without Approval 35 14.5 Conditions for Approval of Transfer 36 14.6 Right of First Refusal 38 14.7 Death and Disability 39 14.8 Effect of Consent to Transfer 39 14.9 Consent Not Unreasonably Delayed 39 THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\nii\n\n\n\n\n\n\n\n 15. TERMINATION OF THE FRANCHISE 39 16. RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISE OWNER UPON TERMINATION OR EXPIRATION OF THE FRANCHISE 41 16.1 Payment of Amounts Owed to Company 41 16.2 Marks 41 16.3 De-Identification 41 16.4 Confidential Information 41 16.5 Joint Software 42 16.6 Company's Option to Purchase the Franchise 42 16.7 Continuing Obligations 43 16.8 Management of the Franchise 43 17. ENFORCEMENT 43 17.1 Invalid Provisions; Substitution of Valid Provisions 43 17.2 Unilateral Waiver of Obligations 44 17.3 Written Consents from Company 44 17.4 Lien 44 17.5 No Guarantees 45 17.6 No Waiver 45 17.7 Cumulative Remedies 45 17.8 Specific Performance; Injunctive Relief 45 17.9 Arbitration 46 17.10 Waiver of Punitive Damages and Jury Trial; Limitations of Actions 46 17.11 Governing Law/Consent To Jurisdiction 47 17.12 Binding Effect 47 17.13 No Liability to Others; No Other Beneficiaries 47 17.14 Construction 47 17.15 Joint and Several Liability 48 17.16 Multiple Originals 48 17.17 Timing Is Important 48 17.18 Independent Provisions 48 18. NOTICES AND PAYMENTS 48 19. INDEPENDENT PROFESSIONAL JUDGMENT OF YOU AND YOUR GENERAL MANAGER 49 20. ENTIRE AGREEMENT 49 Exhibit 1 - Franchise Agreement Expiration Date/ Projected Franchising Opening Schedule Exhibit 2 - Owner's Guaranty and Assumption of Obligations Exhibit 3 - Addendum to Lease Agreement Exhibit 4 - Ownership Interests in Franchise Owner THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\niii\n\n\n\n\n\n\n\n\n\n THE JOINT CORP. FRANCHISE AGREEMENT This Franchise Agreement (this or the Agreement) is being entered into effective as of the _____ day of _______________, 20__ (the Agreement Date). The parties to this Agreement are The Joint Corp., a Delaware corporation (we, us, the Company, or The Joint Corp.); _________________________________________, as Franchise Owner (you, Franchise Owner, or Franchisee), and, if you are a partnership, corporation, or limited liability company, your Principal Owners (defined below). 1. INTRODUCTION. This Agreement has been written in an informal style in order to make it more easily readable and to be sure that you become thoroughly familiar with all of the important rights and obligations the Agreement covers before you sign it. This Agreement includes several exhibits, all of which are legally binding and are an integral part of the complete Franchise Agreement. In this Agreement, we refer to The Joint Corp. as we, us, or the Company. We refer to you as you, Franchise Owner or Franchisee. If you are a corporation, partnership or limited liability company, you will notice certain provisions that are applicable to those principal shareholders, partners or members on whose business skill, financial capability and personal character we are relying in entering into this Agreement. Those individuals will be referred to in this Agreement as Principal Owners. Through the expenditure of considerable time, effort and money, we and our affiliates have devised a system for the establishment and operation of The Joint Corp. business model, a chiropractic location that specializes in affordable, convenient, and accessible chiropractic care. It is our mission to improve your quality of life through affordable Chiropractic care. Our atmosphere is fun and upbeat, and no appointments are necessary (all of these characteristics are referred to in this Agreement as the System). This business model includes a location model offering all of our franchised services and products (individually, a Location and collectively, the Locations). We identify the System by the use of certain trademarks, service marks and other commercial symbols, including the marks The Joint…A Chiropractic Place®, The Joint…The Chiropractic Place™ and certain associated designs, artwork and logos, which we may change or add to from time to time (the Marks). THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n1\n\n\n\n\n\n\n\n From time to time we grant to persons who meet our qualifications, franchises to own and operate a The Joint Corp. Location franchise business that will manage clinics that specialize in providing chiropractic services and products to the general public through licensed chiropractic professionals (Clinic(s)). This Agreement is being presented to you because of the desire you have expressed to obtain the right to develop, own, and be franchised to operate a The Joint Corp. Location (we will refer to your The Joint Corp. franchise as the Franchise or the Franchised Business). You may purchase and operate your Franchise as a new, start-up Location (a Start-up Location), or may convert an existing chiropractic practice to a The Joint Corp. Location (a Conversion Location). In signing this Agreement, you acknowledge that you have conducted an independent investigation of The Joint Corp. Franchised Business, and recognize that, like any other business, the nature of it may evolve and change over time, that an investment in a The Joint Corp. Franchised Business involves business risks, and that the success of this business venture is primarily dependent on your business abilities and efforts. We expressly disclaim making, and you acknowledge that you have not received or relied on, any guarantee, express or implied, as to the revenues, profits, or likelihood of success of The Joint Corp. Franchise venture contemplated by this Agreement. You acknowledge that there have been no representations by us or our affiliates or our or their respective officers, directors, members, employees, or agents that are inconsistent with the statements made in our current Franchise Disclosure Document concerning the Franchised Business, or the provisions of this Agreement. You further represent to us, as an inducement to our entering into this Agreement with you, that there have been no misrepresentations to us in your application for the rights granted by this Agreement, or in the financial information provided by you and your Principal Owners. 2. GRANT OF FRANCHISE. 2.1 Term; Reference to Exhibit 1. You have applied for a franchise to own and operate a The Joint Corp. Location, and we have approved your application in reliance on all of the representations you made in that application. As a result, and subject to the provisions of this Agreement, we grant to you a Franchise to operate a The Joint Corp. Location offering all products, services, and proprietary programs of ours, in accordance with all elements of the System, that we may require for The Joint Corp. Locations. You must operate the Franchise at a mutually agreeable site (the Premises) to be identified after the signing of this Agreement, and to use the System and the Marks in the operation of that Franchise, for a term of 10 years (the Initial Term). The Initial Term will begin on the Agreement Date. (For convenience, the expiration date of the Initial Term is listed on Exhibit 1.) Termination or expiration of this Agreement will constitute a termination or expiration of your Franchise. (All references to the term of this Agreement refer to the period from the Agreement Date to the date on which this Agreement actually terminates or expires.) THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n2\n\n\n\n\n\n\n\n 2.2 Full Term Performance. You specifically agree to be obligated to operate the Franchise, perform the obligations of this Agreement, and continuously exert your best efforts to promote and enhance the business of the Franchise for the full term of this Agreement. 2.3 Management Agreement with Professional Corporation - Non-Licensed Franchisees. If you are not a licensed chiropractor, prior to commencing operations of the Franchised Business, you must enter into a management agreement (Management Agreement) with a chiropractic professional corporation (or a professional limited liability company, if permitted in the state in which the Clinic is located) (a PC) whereby you will provide to the PC management and administrative services and support consistent with the System and as outlined in our form of Management Agreement, a copy of which is included as an Exhibit to our Disclosure Document, to support the PC's chiropractic practice and its delivery of chiropractic services and related products to chiropractic patients, consistent with all applicable laws and regulations. The PC shall employ and control the chiropractors and other chiropractic personnel that will provide the actual chiropractic services required to be delivered at and through the Clinic. You shall not provide any actual chiropractic services, nor shall you supervise, direct, control or suggest to, the PC or its chiropractors or employees the manner in which the PC provides or may provide chiropractic services to its patients. You acknowledge and agree that we will not provide any chiropractic services, nor will we supervise, direct, control or suggest to, the PC or its chiropractors or employees the manner in which the PC provide chiropractic services to its patients. Due to various federal and state laws regarding the practice of chiropractic medicine, and the ownership and operation of chiropractic practices and health care businesses that provide chiropractic services, you understand and acknowledge that that you, as non-chiropractor Location franchisee, shall not engage in any practices that are, or may appear to be, the practice of chiropractic medicine. You acknowledge that the PC must offer all chiropractic services in accordance with the Management Agreement and the System. You must use our standard form of Management Agreement, however, you may negotiate the monetary terms and, with our written consent, certain other terms of the relationship with the PC. We will not unreasonably withhold our approval to requested changes in the Management Agreement. You must obtain our written approval of the final Management Agreement prior to your execution. We must approve the PC candidate. You shall ensure that the PC offers all chiropractic services in accordance with the Management Agreement and the System. If you are not able to find a suitable chiropractor to create, own and staff the PC, we will attempt to help you find a suitable PC. You must have a Management Agreement in effect with a PC at all times during the operation of the Franchised Business and during the Initial Term of this Agreement. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n3\n\n\n\n\n\n\n\n If you are a licensed chiropractor, or part of a PC owned by licensed chiropractors, you do not need to execute a Management Agreement. However, you are still responsible for compliance with all laws application to the operation of a chiropractic Clinic and your Location franchise. 2.4 Waiver of Management Agreement. In certain states, it may be permissible under the existing laws that may be applicable to chiropractic professionals and/or practices, such as chiropractic clinics, for a non-chiropractor to both own and operate a Clinic and a Location Franchise, including hiring chiropractic and other professional personnel and providing chiropractic services to patients at the Clinic. If you determine that the laws that would apply to a Clinic in your state would permit you to do so, you may request that we waive certain of the requirements of the Franchise Agreement related to separating the operation of the chiropractic aspects of the Clinic from the management aspects. In particular, you (i) would not enter into a Management Agreement with a PC that, as a separate entity, would otherwise operate the Clinic and provide all chiropractic services, and (ii) you would not be restricted from hiring and supervising chiropractic professionals. Any waiver, or any modification of our standards, would be subject to compliance with all applicable laws and regulations. If we agree to do a waiver, you must enter into an Amendment to Waive Management Agreement (Waiver Agreement), a copy of which is attached as an exhibit to our Disclosure Document. Under the Waiver Agreement, you will agree that, instead of entering into the Management Agreement with a separate PC, you will (a) operate the Clinic, including performing all responsibilities and obligations of the PC under the Management Agreement, and (b) manage the Clinic as required in this Agreement and by performing all the responsibilities and obligations of the Company under the Management Agreement. You are responsible for operating in full compliance with all laws that apply to a Clinic, and you must make your own determination as to your legal compliance obligations. Additionally, the laws applicable to your Clinic may change, and if there are any chiropractic regulations or other laws that would render your operation of the Clinic through a single entity (or otherwise) in violation of any medical regulations, you must immediately advise us of such change and of the your proposed corrective action to comply with chiropractic regulations, including (if applicable) entering into a Management Agreement with a PC. Similarly, if we discover any such laws, upon providing you notice of such laws, you agree to make such changes as are necessary to comply with medical regulations, including (if applicable) entering into a Management Agreement with a PC. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n4\n\n\n\n\n\n\n\n 2.5 Selection of Premises; No Protected Territory; Reservation of Rights. You and we will mutually select the location of the Premises upon or after the signing of this Agreement. You acknowledge that the Franchise granted by this Agreement gives you the right to operate your Franchise only at the Premises. Although we will not seek to operate or grant others the right to operate a The Joint Corp. Location within the same general area as the Premises, we make no guarantee of any protected territory. Except as otherwise provided in this Paragraph 2.5, we retain all rights with respect to The Joint Corp. Location franchises, the Marks and the System, including (by way of example only and not as a limitation): (a) the right to operate or grant others the right to operate The Joint Corp. Location franchises in any location on terms and conditions we deem appropriate; and (b) the right to operate or offer other healthcare-related companies or franchises or enter into other lines of business offering similar or dissimilar products or services under trademarks or service marks other than the Marks, in any location. 2.6 Renewal of Franchise. (a) Franchise Owner's Right to Renew. Subject to the provisions of subparagraph 2.6(b) below, and if you have substantially complied with all provisions of this Agreement and all other agreements between us, on expiration of the Initial Term, if you refurbish and decorate the Premises, replace fixtures, furnishings, wall decor, furniture, equipment, and signs and otherwise modify the Franchise in compliance with specifications and standards then applicable under new or renewal franchises for The Joint Corp. Location franchises, you will have the right to renew the Franchise for one (1) additional term of ten (10) years (the Renewal Term). (b) Notice of Deficiencies and Other Requirements. At least one (1) year before the expiration of the Initial Term, we agree to give you written notice of any deficiencies in your operation or in the historical performance of the Franchise that could cause us not to renew the Franchise. If we will permit renewal, our notice will state what actions, if any, you must take to correct the deficiencies in your operation of the Franchise or of the Premises, and will specify the time period in which those deficiencies must be corrected or other requirements satisfied. Renewal of the Franchise will be conditioned on your continued compliance with all the terms and conditions of this Agreement up to the date of expiration. If we send a notice of non-renewal, it will state the reasons for our refusal to renew. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n5\n\n\n\n\n\n\n\n (c) Renewal Agreement; Releases. Should you choose to renew the Franchise, you must provide us with written notice of that intent no earlier than two (2) years and no later than one (1) year before the expiration of the Initial Term. To renew the Franchise, the Company, you and your Principal Owners must execute the form of Franchise Agreement and any ancillary agreements we are then customarily using in the grant or renewal of franchises for the operation of The Joint Corp. Location Franchises (with appropriate modifications to reflect the fact that the agreement relates to the grant of a renewal franchise), except that no initial franchise fee will be payable upon renewal of the Franchise. However, you must pay to us a renewal fee equal to 25% of our then-current initial franchise fee for Start-up Locations. You and your Principal Owners and your and their spouses must also execute general releases, in a form satisfactory to us, of any and all claims against us and our affiliates, and our and their respective owners, officers, directors, employees, and agents. 2.7 Personal Guaranty by Principal Owners; Reference to Exhibit 2. Each of the Principal Owners and their spouses (where applicable), will be required to execute a personal guaranty (the Guaranty), guaranteeing the Franchise's liabilities and obligations to the Company. A copy of the Guaranty is incorporated herein as Exhibit 2. 3. DEVELOPMENT AND OPENING OF THE FRANCHISE 3.1 Site Approval; Lease or Purchase of Premises; Opening Timeline; Reference to Exhibit 3. (a) You will use your best efforts to locate and select a proposed site for the Premises that is acceptable to us as suitable for the operation of the Franchise, which must be reviewed and approved by us within six (6) months of the Agreement Date. Our review and approval process may take up to thirty (30) days, so we recommend you submit your proposed site to us within one hundred fifty (150) days of the Agreement Date. You must submit to us, in the form we specify, a description of the site and such other information or materials as we may reasonably require. We will not unreasonably withhold approval of a site that meets our standards for general location and neighborhood, traffic patterns, parking size, layout and other physical characteristics, for The Joint Corp. Location franchises. Our approval of a site shall not constitute, nor be deemed, a judgment as to the likelihood of success of a The Joint Corp. Location at such location, or a judgment as to the relative desirability of such location in comparison to other locations. If you fail to identify a mutually-agreeable site within the aforementioned six (6) month period, we may terminate this Agreement. (b) Once we have approved the proposed site of the Premises for your Franchise, you must obtain lawful possession of the Premises through lease or purchase within thirty (30) days of our approval of the Premises. You agree that you will not execute a lease without our advance written approval of the lease terms. The lease for the Premises must include the Addendum to Lease, attached hereto as Exhibit 3, permitting us to take possession of the Premises under certain conditions if this Agreement is terminated or if you violate the terms of the lease. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n6\n\n\n\n\n\n\n\n (c) Unless we agree otherwise, you must open your franchise for business no later than nine (9) months from the Effective Date of this Agreement. 3.2 Prototype and Construction Plans and Specifications. We will furnish to you prototype plans and specifications for your Location, reflecting our requirements for design, decoration, furnishings, furniture, layout, equipment, fixtures and signs for The Joint Corp. Locations, which may be in the form of actual plans for an existing or proposed Location with which we are involved. Using an architect we designate or approve, it will then be your responsibility to have the plans and specifications modified to comply with all ordinances, building codes, permit requirements, and lease requirements and restrictions applicable to the Premises. You must submit final construction plans and specifications to us for our approval before you begin construction at the Premises, and must construct the Franchise location in accordance with those approved plans and specifications. 3.3 Development of the Franchise. You agree at your own expense to do the following by the Opening Deadline defined in Exhibit 1: (1) secure all financing required to fully develop the Franchise; (2) obtain all required building, utility, sign, health, sanitation and business permits and licenses and any other required permits and licenses; (3) construct the Franchise location according to the approved construction plans and specifications; (4) decorate the Franchise location in compliance with the approved plans and specifications; (5) purchase and install all required equipment, furniture, furnishings and signs; (6) cause the training requirements of Section 4 to be completed; (7) purchase an opening inventory of products and other supplies and materials; (8) provide proof, in a form satisfactory to us, that your operation of the Franchise at the Franchise location does not violate any applicable state or local zoning or land use laws, ordinances, or regulations, or any restrictive covenants that apply to such location; (9) provide proof, in a form satisfactory to us, that you (and/or your General Manager, as defined in Section 4.1, if any) are legally authorized and have all licenses necessary to perform all of the services to be offered by your Franchise, and that your organizational structure is consistent with all legal requirements; (10) provide proof, in a format satisfactory to us, that you have obtained all required insurance policies, and have name us, as an additional insurance under all such policies; (11) submit to us a completed copy of the grand opening checklist we provide to you; (12) do any other acts necessary to open the Franchise for business; (13) obtain our approval to open the Franchise for business; and (14) open the Franchise for business. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n7\n\n\n\n\n\n\n\n 3.4 Computer System. (a) General Requirements. You agree to use in the development and operation of the Franchise the computer terminals/billing systems and operating software (Computer System) that we specify from time to time. You acknowledge that we may modify such specifications and the components of the Computer System from time to time. As part of the Computer System, we may require you to obtain specified computer hardware and/or software, including without limitation a license to use proprietary software developed by us or others. Our modification of such specifications for the components of the Computer System may require you to incur costs to purchase, lease and/or obtain by license new or modified computer hardware and/or software, and to obtain service and support for the Computer System during the term of this Agreement. You acknowledge that we cannot estimate the future costs of the Computer System (or additions or modifications thereto), and that the cost to you of obtaining the Computer System (or additions or modifications thereto), including software, may not be fully amortizable over the remaining term of this Agreement. Nonetheless, you agree to incur such costs in connection with obtaining the computer hardware and software comprising the Computer System (or additions or modifications thereto). Within sixty (60) days after you receive notice from us, you agree to obtain the components of the Computer System that we designate and require. You further acknowledge and agree that we and our affiliates have the right to charge a reasonable systems fee for software or systems installation services; modifications and enhancements specifically made for us or our affiliates that are licensed to you; and other maintenance and support Computer System-related services that we or our affiliates furnish to you. You will have sole responsibility for: (1) the acquisition, operation, maintenance, and upgrading of your Computer System; (2) the manner in which your Computer System interfaces with our computer system and those of third parties; and (3) any and all consequences that may arise if your Computer System is not properly operated, maintained, and upgraded. (b) Software. As a franchisee of The Joint Corp., we will provide to you The Joint Corp.'s proprietary office management software (the Joint Software), which you will be required to install onto the Computer System and use in the daily operation of the Franchise. In addition, we may, at any time and from time to time, contract with one or more software providers, business service providers, or other third parties (individually, a Service Provider) to develop, license, or otherwise provide to or for the use and benefit of you and other The Joint Corp. Franchises certain software, software applications, and software maintenance and support services related to the Computer System that you must or may use in accordance with our instructions with respect to your Computer System.\n\nTHE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n8\n\n\n\n\n\n\n\n 3.5 Equipment, Furniture, Fixtures, Furnishings and Signs. You agree to use in the development and operation of the Franchise only those brands, types, and/or models of equipment, furniture, fixtures, furnishings, and signs we have approved. 3.6 Franchise Opening. You agree not to open the Franchise for business until: (1) all of your obligations under Paragraphs 3.1 through 3.4 of this Section have been fulfilled; (2) we determine that the Franchise has been constructed, decorated, furnished, equipped, and stocked with materials and supplies in accordance with plans and specifications we have provided or approved; (3) you and any of your Franchise's employees whom we require complete our pre-opening Initial Training (as defined herein) to our satisfaction; (4) the Initial Franchise Fee (as defined herein) and all other amounts due to us have been paid; (5) you have furnished us with copies of all insurance policies required by Paragraph 10.8 of this Agreement, or have provided us with appropriate alternative evidence of insurance coverage and payment of premiums as we have requested; and (6) we have approved any marketing, advertising, and promotional materials you desire to use, as provided in Paragraph 11.2 of this Agreement. The Company will provide, at our expense, an opening supervisor to be on site at your Location to assist you with your operational efficiency, staff training, Location setup and grand opening. The opening supervisor will be on site one (1) day before the opening of your first Location and for one (1) day after the opening of your first Location franchise. 4. TRAINING. 4.1 General Manager. At your request, we may, but are not obligated to, agree for you to employ a general manager to operate the Franchise (General Manager). The term General Manager means an individual with primary day-to-day responsibility for the Franchise's operations, and may or may not be you (if you are an individual) or a Principal Owner, officer, director, or employee of yours (if you are other than an individual). We may or may not require that the General Manager have an equity interest in the Franchise. The General Manager will be obligated to devote his or her full time, best efforts, and constant personal attention to the Franchise's operations, and must have full authority from you to implement the System at the Franchise. You must not hire any General Manager or successor General Manager without first receiving our written approval of such General Manager's qualifications. Each General Manager and successor General Manager must attend and complete our Initial Training (as defined herein). No General Manager may have any interest in or business relationship with any business competitor of your franchise. Each General Manager must sign a written agreement, in a form approved by us, to maintain confidential our Confidential Information described in Paragraph 9.1, and to abide by the covenants not to compete described in Paragraph 9.3. You must forward to us a copy of each such signed agreement. If we determine, in our sole discretion, during or following completion of the Initial Training program, that your General Manager (if any) is not qualified to act as General Manager of the Franchise, then we have the right to require you to choose (and obtain our approval of) a new individual for that position. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n9\n\n\n\n\n\n\n\n 4.2 Training. You acknowledge that it is very important to the operation of the Franchise that you and your employees receive appropriate training. To that end, you agree as follows: (a) No later than thirty (30) days before the Franchise opens for business, you must attend our initial training program for your Franchise (the Initial Training) at the time and place we designate. You (if you are an individual) or at least one of your Principal Owners (if you are a legal entity) must complete the Initial Training to our satisfaction. If you employ a General Manager other than yourself or one of your Principal Owners, that General Manager must also complete the Initial Training to our satisfaction. Other employees may complete the Initial Training at your sole discretion and expense, provided you first obtain our approval and subject to availability of facilities and materials. The Initial Training may include classroom instruction and Franchise operation training, and will be furnished at our training facility in Scottsdale, Arizona, a The Joint Corp. Franchise location we designate, your Franchise location, and/or at another location we designate. Our Initial Training programs may be different for each employee depending on their responsibilities at the Franchise. There will be no tuition charge for the persons whom we require to attend any Initial Training program or for any additional personnel of your choosing. All persons who attend our Initial Training must attend and complete the Initial Training to our satisfaction. If we, in our sole discretion, determine that any General Manager or employee whom we require to attend any Initial Training program is unable to satisfactorily complete such program, then you must not hire that person, and must hire a substitute General Manager or employee (as the case may be), who must enroll in the Initial Training program within fifteen (15) days thereafter, and complete the Initial Training to our satisfaction. (b) You agree to have your General Manager (if any) and/or other employees who attend our Initial Training complete additional training programs at places and times as we may request from time to time during the term of this Agreement. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n10\n\n\n\n\n\n\n\n (c) In addition to providing the Initial Training described above, we reserve the right to offer and hold such additional ongoing training programs and franchise owners meetings regarding such topics and at such times and locations as we may deem necessary or appropriate. We also reserve the right to make any of these training programs mandatory for you and/or designated owners, employees, and/or representatives of yours. We reserve the right to charge you a daily attendance fee in an amount to be set by us for each attendee of yours who attends any mandatory or optional training program or owners meeting. If we offer any such mandatory training programs, then you or your designated personnel must attend a minimum of seventy-five percent (75%) of the programs offered on an annual basis. In addition to any other remedies we may have, if you fail to attend any required training, we reserve the right to charge you a non-attendance fee of up to $400 per day for each day of mandatory training programs or meetings you miss or fail to attend. (d) You agree to pay all wages and compensation owed to, and travel, lodging, meal, transportation, and personal expenses incurred by, all of your personnel who attend our Initial Training and/or any mandatory or optional training we provide. (e) We may require your employees to take and pass an online computer training course. While there is no cost to take such training, we may require all employees and staff to pass such training to our satisfaction before they may begin working at your Franchise location. (f) The Franchise's General Manager (if any) and other employees shall obtain all certifications and licenses required by law in order to perform their responsibilities and duties for the Franchise. 5. GUIDANCE; OPERATIONS MANUAL. 5.1 Guidance and Assistance. During the term of this Agreement, we may from time to time furnish you guidance and assistance with respect to: (1) specifications, standards, and operating procedures used by The Joint Corp. Location franchises; (2) purchasing approved equipment, furniture, furnishings, signs, materials and supplies; (3) development and implementation of local advertising and promotional programs; (4) general operating and management procedures; (5) establishing and conducting employee training programs for your Franchise; and (6) changes in any of the above that occur from time to time. This guidance and assistance may, in our discretion, be furnished in the form of bulletins, written reports and recommendations, operations manuals and other written materials (the Operations Manual), and/or telephone consultations and/or personal consultations at our offices or your Franchise. If you request—and if we agree to provide—any additional, special on-premises training of your personnel or other assistance in operating your Franchise, then you agree to pay a daily training fee in an amount to be set by us, and all expenses we incur in providing such training or assistance, including any wages or compensation owed to, and travel, lodging, transportation, and living expenses incurred by, our Company personnel. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n11\n\n\n\n\n\n\n\n 5.2 Operations Manual. The Operations Manual we lend to you will contain mandatory and suggested specifications, standards, and operating procedures that we prescribe from time to time for your Franchise, as well as information relative to other obligations you have in the operation of the Franchise. The Operations Manual may be composed of or include audio recordings, video recordings, computer disks, compact disks, and/or other written or intangible materials. We may make all or part of the Manual available to you through various means, including the Internet. A previously delivered Operations Manual may be superseded from time to time with replacement materials to reflect changes in the specifications, standards, operating procedures and other obligations in operating the Franchise. You must keep your copy of the Operations Manual current, and if you and we have a dispute over the contents of the Manual, then our master copy of the Manual will control. You agree that you will not at any time copy any part of the Operations Manual, permit it to be copied, disclose it to anyone not having a need to know its contents for purposes of operating your Franchise, or remove it from the Franchise location without our permission. If your copy of the Operations Manual is lost, destroyed, or significantly damaged, then you must obtain a replacement copy for us at our then-applicable charge. 5.3 Modifications to System. We will continually be reviewing and analyzing developments in the healthcare, and chiropractic industries, as well as developments in fields related to small-business management, and based upon our evaluation of this information, may make changes in the System, including but not limited to, adding new components to services offered and equipment used by The Joint Corp. Location franchises. Moreover, changes in laws regulating the services offered by The Joint Corp. franchises may (a) require us to restructure our franchise program, (b) require your General Manager (if any) and employees to obtain additional licenses or certifications, (c) require you to retain or establish relationships with additional professionals and specialists in the chiropractic and/or healthcare industries, and/or (d) require you to modify your ownership or organizational structure. You agree, at our request, to modify the operation of the Franchise to comply with all such changes, and to be solely responsible for all related costs. 5.4 Advisory Councils. You agree to participate in, and, if required, become a member of any advisory councils or similar organizations we form or organize for The Joint Corp. Location franchises.\n\nTHE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n12\n\n\n\n\n\n\n\n 6. FEES AND COSTS. 6.1 Initial Franchise Fee. You agree to pay us the initial franchise fee of Twenty-Nine Thousand and No/100 Dollars ($29,000.00) (the Initial Franchise Fee) when you sign this Agreement. In recognition of the expenses we incur in furnishing assistance and services to you, you agree that we will have fully earned the Initial Franchise Fee, and that is due and non-refundable when you sign this Agreement. 6.2 Royalty Fee. You agree to pay us a continuing franchise royalty fee (Royalty Fee) in the amount of seven percent (7%) of the gross revenues of the Franchise for all periods, with a minimum monthly amount of Seven Hundred and No/100 Dollars ($700.00). This fee will be payable on the 1st and 16t h of each month based on the Franchise's gross revenues. If the 1 st or 16t h of the month fall on a weekend or holiday, then the fee is payable on the next business day. If, at the end of any calendar month, the total Royalty Fee collected for the preceding month is less than $700.00, the difference between the amount collected and $700.00 shall be due on the tenth (10th) day of the following month. The terms gross revenues shall, for purposes of this Agreement, mean the total of all revenue and receipts derived from the operation of the Franchise, including all amounts received at or away from the site of the Franchise, or through the business the Franchise conducts (such as fees for chiropractic care, fees for the sale of any service or product, gift certificate sales, and revenue derived from products sales, whether in cash or by check, credit card, debit card, barter or exchange, or other credit transactions); and excludes only sales taxes collected from customers and paid to the appropriate taxing authority, and all customer refunds and credits the Franchise actually makes. For the avoidance of doubt, you specifically acknowledge that gross revenues includes the gross revenues of any P.C. or any of P.C.'s clinics that are managed by you pursuant to a Management Agreement, even if those revenues are not recognized on your books, and that you are responsible for determining those revenues and paying the Royalty Fee as if those revenues were recognized on your books. You and we acknowledge and agree that the Royalty Fee represents compensation paid by you to us for the guidance and assistance we provide and for the use of our Marks, Confidential Information (as defined herein), know-how, and other intellectual property we allow you to use under the terms of this Agreement. The Royalty Fee does not represent payment for the referral of customers to you, and you acknowledge and agree that the services we offer to you and our other The Joint Corp. franchisees do not include the referral of customers.\n\nTHE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n13\n\n\n\n\n\n\n\n 6.3 Regional and National Advertising Fee. Recognizing the value of advertising to the goodwill and public image of The Joint Corp. Location franchises, we may, in our sole discretion, establish, maintain and administer one or more regional and/or national advertising funds (the Ad Fund(s)) for such advertising as we may deem necessary or appropriate in our sole discretion. We may, however, choose to use only one Ad Fund to meet the needs of regional, multi- regional, and national advertising and promotional programs. If we establish an Ad Fund, you agree to contribute to the Ad Fund a percentage of gross revenues of the Franchise in an amount we designate from time to time by notice to you, up to a maximum of two percent (2%) of the gross revenues of the Franchise. As of the date of this Agreement, the current required contribution to the Ad Fund is one percent (1%) of the gross revenues of the Franchise. In the event we choose to change the required contribution amount, which we may do at our sole and absolute discretion, up to a maximum of two percent (2%) of gross revenues, we will provide you with thirty (30) days' advance written notice of the change. These advertising fees (Advertising Fees) will be payable with and at the same time as your Royalty Fees payable under Paragraph 6.2 above. A further description of the Ad Fund and your obligations with respect to advertising and promoting the Franchise is found in Section 11 of this Agreement. 6.4 Local Advertising. (a) By Franchisee. In addition to the Advertising Fees set forth in Paragraph 6.3, which will be used by us to promote The Joint Corp. on a regional and national level, you agree to spend a certain amount on advertising in your local market area. This amount must equal the greater of (a) Three Thousand and No/100 Dollars ($3,000.00); or (b) five percent (5%) of the Franchise's gross revenues for each month during the term of this Agreement (the Local Advertising Requirement). All proposed local advertising must be submitted to and approved by us before you enter into any advertising agreements. At our request, you must provide us with any documentation we request showing that you have met your monthly Local Advertising Requirement. (b) Regional Advertising Cooperative. In the event that more than one The Joint Corp. Location franchise is located in an area of dominant influence (ADI), we reserve the right to form a regional advertising cooperative (the Regional Ad Co-op), require you to join the Regional Ad Co-op and contribute to its funding. An ADI is a geographic market designation that defines a broadcast media market, consisting of all counties in which the home market stations receive a preponderance of viewing. We reserve the right to determine the amount to be contributed by each member of the Regional Ad Co-op as necessary. The required contributions to any Regional Ad Co-op will not be credited against the Local Advertising Requirement set forth in Paragraph 6.4(a) or 11.2. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n14\n\n\n\n\n\n\n\n 6.5 Grand Opening Costs. During sixty (60) day period that begins thirty (30) days prior to the opening of your Franchise, and ending thirty (30) days after the opening of your Franchise (the Grand Opening Period), you will be required to expend at least Ten Thousand and No/100 Dollars ($10,000.00) in verifiable marketing costs to publicize the grand opening of your Franchise. These costs may include, but are not limited to, signage, local advertising, flyers, promotions, and giveaways. Upon conclusion of the Grand Opening Period, you must send to us a report detailing the amounts spent to publicize the grand opening of your franchise during the Grand Opening Period. All proposed grand opening advertising must be submitted to and approved by us. At our request, you must provide us with any documentation we request showing that you have met the required spend requirement for your Grand Opening. 6.6 Software and Programming Fees. The initial purchase and installation fee for the Joint Software is Four Hundred Ninety-Five and No/100 Dollars ($495.00), which is payable along with the Initial Franchise Fee. For each month during the term of this Agreement, the on-going license fee for the Joint Software is Two Hundred Seventy-Five and No/100 Dollars ($275.00), which will be debited from the Account on the fifth (5th) day of each month for the preceding month. 6.7 Relocation Fee. If you must relocate the Premises of your Location for any reason, you must pay to us a Franchise Relocation Fee (the Relocation Fee) of Two Thousand Five Hundred and No/100 Dollars ($2,500.00). The Relocation Fee will help the Company defray the costs of approving a new location, reviewing and approving plans for the new location, and updating Company records and marketing materials to reflect the new location. 6.8 Late Payments. All Royalty Fees, Advertising Fees, amounts due from you for purchases from us or our affiliates, and other amounts which you owe us or our affiliates (unless otherwise provided for in a separate agreement between us or our affiliates) will begin to accrue interest after their respective due dates at the lesser of (i) the highest commercial contract interest rate permitted by state law, and (ii) the rate of eighteen percent (18%) per annum. In addition to any accruing interest, all late payments will incur a late charge of Fifty and No/100 Dollars ($50.00) per day until the payment is made. Payments due us or our affiliates will not be deemed received until such time as funds from the deposit of any check by us or our affiliates is collected from your account. You acknowledge that the inclusion of this Paragraph in this Agreement does not mean we agree to accept or condone late payments, nor does it indicate that we have any intention to extend credit to, or otherwise finance your operation of the Franchise. We have the right to require that any payments due us or our affiliates be made by certified or cashier's check in the event that any payment by check is not honored by the bank upon which the check is drawn. We also reserve the right to charge you a fee of One Hundred and No/100 Dollars ($100.00) for any payment by check that is not honored by the bank upon which it is drawn. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n15\n\n\n\n\n\n\n\n 6.9 Electronic Funds Transfer. We have the right to require you to participate in an electronic funds transfer program under which Royalty Fees, Advertising Fees, and any other amounts payable to us or our affiliates are deducted or paid electronically from your bank account (the Account). In the event you are required to authorize us to initiate debit entries, you agree to make the funds available in the Account for withdrawal by electronic transfer no later than the payment due date. The amount actually transferred from the Account to pay Royalty Fees and Advertising Fees will be based on the Franchise's gross revenues as reported in the Franchise's practice management software. If you have not properly input the Franchise's gross revenues for any reporting period, then we will be authorized to debit the Account in an amount equal to one hundred twenty percent (120%) of the Royalty Fee, Advertising Fee, and other amounts transferred from the Account for the last reporting period for which a report of the Franchise's gross revenues was provided to us. If at any time we determine that you have under-reported the Franchise's gross revenues or underpaid any Royalty Fee or Advertising Fee due us under this Agreement, then we will be authorized to initiate immediately a debit to the Account in the appropriate amount, plus applicable interest, in accordance with the foregoing procedure. Any overpayment will be credited, without interest, against the Royalty Fee, Advertising Fee, and other amounts we otherwise would debit from your account during the following reporting period. Our use of electronic funds transfers as a method of collecting Royalty Fees and Advertising Fees due us does not constitute a waiver of any of your obligations to provide us with weekly reports as provided in Section 12, nor shall it be deemed a waiver of any of the rights and remedies available to us under this Agreement. 6.10 Application of Payments. When we receive a payment from you, we have the right in our sole discretion to apply it as we see fit to any past due indebtedness of yours due to us or our affiliates, whether for Royalty Fees, Advertising Fees, purchases, interest, or for any other reason, regardless of how you may designate a particular payment should be applied.\n\nTHE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n16\n\n\n\n\n\n\n\n 6.11 Modification of Payments. If, by operation of law or otherwise, any fees contemplated by this Agreement cannot be based upon gross revenues, then you and we agree to negotiate in good faith an alternative fee arrangement. If you and we are unable to reach an agreement on an alternative fee arrangement, then the Company reserves the right to terminate this Agreement upon notice to you, in which case all of the post-termination obligations set forth in Section 16 shall apply. 6.12 Non-Compliance Charge. In addition to our other rights and remedies, we may charge you a non-compliance charge in an amount up to five hundred dollars ($500) per violation by you of any term or condition of this Agreement, including, without limitation, failure to pay (or to have adequate amounts available for electronic transfer of) amounts owed to Franchisor or Franchisor's affiliates or failure to timely provide required reports, or failure to obtain prior approval from Franchisor whenever Franchisor approval is required (i.e., advertising). 7. MARKS. 7.1 Ownership and Goodwill of Marks. You acknowledge that your right to use the Marks is derived solely from this Agreement, and is limited to your operation of the Franchise pursuant to and in compliance with this Agreement and all applicable standards, specifications, and operating procedures we prescribe from time to time during the term of the Franchise. You understand and acknowledge that our right to regulate the use of the Marks includes, without limitation, any use of the Marks in any form of electronic media, such as Websites (as defined herein) or web pages, or as a domain name or electronic media identifier. If you make any unauthorized use of the Marks, it will constitute a breach of this Agreement and an infringement of our rights in and to the Marks. You acknowledge and agree that all your usage of the Marks and any goodwill established by your use will inure exclusively to our benefit and the benefit of our affiliates, and that this Agreement does not confer any goodwill or other interests in the Marks on you (other than the right to operate the Franchise in compliance with this Agreement). All provisions of this Agreement applicable to the Marks will apply to any additional trademarks, service marks, commercial symbols, designs, artwork, or logos we may authorize and/or license you to use during the term of this Agreement. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n17\n\n\n\n\n\n\n\n 7.2 Limitations on Franchise Owner's Use of Marks. You agree to use the Marks as the sole trade identification of the Franchise, except that you will display at the Franchise location a notice, in the form we prescribe, stating that you are the independent owner of the Franchise pursuant to a Franchise Agreement with us. You agree not to use any Mark as part of any corporate or trade name or with any prefix, suffix, or other modifying words, terms, designs, or symbols (other than logos and additional trade and service marks licensed to you under this Agreement), or in any modified form. You also shall not use any Mark or any commercial symbol similar to the Marks in connection with the performance or sale of any unauthorized services or products, or in any other manner we have not expressly authorized in writing. You agree to display the Marks in the manner we prescribe at the Franchise and in connection with advertising and marketing materials, and to use, along with the Marks, any notices of trade and service mark registrations we specify. You further agree to obtain any fictitious or assumed name registrations as may be required under applicable law. 7.3 Notification of Infringements and Claims. You agree to immediately notify us in writing of any apparent infringement of or challenge to your use of any Mark, or claim by any person of any rights in any Mark or similar trade name, trademark, or service mark of which you become aware. You agree not to communicate with anyone except us and our counsel in connection with any such infringement, challenge, or claim. We have the right to exclusively control any litigation or other proceeding arising out of any actual or alleged infringement, challenge, or claim relating to any Mark. You agree to sign any documents, render any assistance, and do any acts that our attorneys say is necessary or advisable in order to protect and maintain our interests in any litigation or proceeding related to the Marks, or to otherwise protect and maintain our interests in the Marks. 7.4 Discontinuance of Use of Marks. If it becomes advisable at any time in our sole judgment for the Franchise to modify or discontinue the use of any Mark, or use one or more additional or substitute trade or service marks, including the Marks used as the name of the Franchise, then you agree, at your sole expense, to comply with our directions to modify or otherwise discontinue the use of the Mark, or use one or more additional or substitute trade or service marks, within a reasonable time after our notice to you. 7.5 Indemnification of Franchise Owner. We agree to indemnify you against, and reimburse you for, all damages for which you are held liable in any trademark infringement proceeding arising out of your use of any Mark pursuant to and in compliance with this Agreement, and for all costs you reasonably incur in the defense of any such claim in which you are named as a party, so long as you have timely notified us of the claim, and have otherwise complied with this Agreement. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n18\n\n\n\n\n\n\n\n 8. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION. 8.1 Independent Contractor; No Fiduciary Relationship. This Agreement does not create a fiduciary relationship between you and us. You and we are independent contractors, and nothing in this Agreement is intended to make either party a general or special agent, joint venture, partner, or employee of the other for any purpose whatsoever. You agree to conspicuously identify yourself in all your dealings with customers, suppliers, public officials, Franchise personnel, and others as the owner of the Franchise pursuant to a Franchise Agreement with us, and to place any other notices of independent ownership on your forms, business cards, stationery, advertising, and other materials as we may require from time to time. 8.2 No Liability, No Warranties. We have not authorized or empowered you to use the Marks except as provided by this Agreement, and you agree not to employ any of the Marks in signing any contract, check, purchase agreement, negotiable instrument or legal obligation, application for any license or permit, or in a manner that may result in liability to us for any indebtedness or obligation of yours. Except as expressly authorized by this Agreement, neither you nor we will make any express or implied agreements, warranties, guarantees or representations, or incur any debt, in the name of or on behalf of the other, or represent that your and our relationship is other than that of franchisor and franchisee. 8.3 Indemnification. We will not assume any liability or be deemed liable for any agreements, representations, or warranties you make that are not expressly authorized under this Agreement, nor will we be obligated for any damages to you or any person or property directly or indirectly arising out of the operation of the business you conduct pursuant to this Agreement, whether or not caused by your negligent or willful action or failure to act. We will have no liability for any sales, use, excise, income, gross receipts, property, or other taxes levied against you or your assets, or on us, in connection with the business you conduct, or any payments you make to us pursuant to this Agreement (except for our own income taxes). We will not assume any liability or be deemed liable for any agreements you enter with any third-parties, whether or not they are an approved or required vendor. You agree to indemnify, defend, and hold us, our affiliates and our and their respective owners, directors, officers, employees, agents, successors, and assigns (individually, an Indemnified Party, and collectively, the Indemnified Parties), harmless against, and to reimburse such Indemnified Parties for, all such obligations, damages, and taxes for which any Indemnified Party may be held liable, and for all costs the Indemnified Party reasonably may incur in the defense of any such claim brought against the Indemnified Party, or in any such action in which the Indemnified Party may be named as a party, including without limitation actual and consequential damages; reasonable attorneys', accountants', and/or expert witness fees; cost of investigation and proof of facts; court costs; other litigation expenses; and travel and living expenses. Each Indemnified Party has the right to defend any such claim against the Indemnified Party. You further agree to hold us harmless and indemnify and defend us for all costs, expenses, and/or losses we incur in enforcing the provisions of this Agreement, defending our actions taken relating to this Agreement, or resulting from your breach of this Agreement, including without limitation reasonable arbitrator's and attorneys' fees (including those for appeal), unless, after legal proceedings are completed, you are found to have fulfilled and complied with all of the terms of this Agreement. Your indemnification obligations described above will continue in full force and effect after, and notwithstanding, the expiration or termination of this Agreement. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n19\n\n\n\n\n\n\n\n 9. CONFIDENTIAL INFORMATION; NON-COMPETITION. 9.1 Types of Confidential Information. We possess certain unique confidential and proprietary information and trade secrets consisting of the following categories of information, methods, techniques, products, and knowledge developed by us, including but not limited to: (1) services and products offered and sold at The Joint Corp. franchises; (2) knowledge of sales and profit performance of any one or more The Joint Corp. franchises; (3) knowledge of sources of products sold at The Joint Corp. franchises, advertising and promotional programs, and image and decor; (4) the Joint Software; (5) methods, techniques, formats, specifications, procedures, information, systems, and knowledge of, and experience in, the development, operation, and franchising of The Joint Corp. franchises; and (6) the selection and methods of training employees. We will disclose much of the above- described information to you in advising you about site selection, providing our Initial Training, the Operations Manual, the Joint Software, and providing guidance and assistance to you under this Agreement. In addition, in the course of the operation of your Franchise, you or your employees may develop ideas, concepts, methods, or techniques of improvement relating to the Franchise that you disclose to us, and that we may then authorize you to use in the operation of your Franchise, and may use or authorize others to use in other The Joint Corp. franchises owned or franchised by us or our affiliates. Any such information disclosed to or developed by you will be referred to in this Agreement as Confidential Information. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n20\n\n\n\n\n\n\n\n 9.2 Non-Disclosure Agreement. You agree that your relationship with us does not vest in you any interest in the Confidential Information, other than the right to use it in the development and operation of the Franchise, and that the use or duplication of the Confidential Information in any other business would constitute an unfair method of competition. You acknowledge and agree that the Confidential Information belongs to us, may contain trade secrets belonging to us, and is disclosed to you or authorized for your use solely on the condition that you agree, and you therefore do agree, that you (1) will not use the Confidential Information in any other business or capacity; (2) will maintain the absolute confidentiality of the Confidential Information during and after the term of this Agreement; (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written form or another form that may be copied or duplicated; and (4) will adopt and implement all reasonable procedures we may prescribe from time to time to prevent unauthorized use or disclosure of the Confidential Information, including without limitation restrictions on disclosure to your employees, and the use of non-disclosure and non-competition agreements we may prescribe or approve for your shareholders, partners, members, officers, directors, employees, independent contractors, or agents who may have access to the Confidential Information. 9.3 Non-Competition Agreement. You agree that we would be unable to protect the Confidential Information against unauthorized use or disclosure, and would be unable to encourage a free exchange of ideas and information among The Joint Corp. franchises, if franchise owners of The Joint Corp. franchises were permitted to hold interests in any competitive businesses (as described below). Therefore, during the term of this Agreement, neither you, nor any Principal Owner, nor any member of your immediate family or of the immediate family of any Principal Owner, shall perform services for, or have any direct or indirect interest as a disclosed or beneficial owner, investor, partner, director, officer, employee, manager, consultant, representative, or agent in, any business that offers products or services the same as or similar to those offered or sold at The Joint Corp. Location franchises. The ownership of one percent (1%) or less of a publicly traded company will not be deemed to be prohibited by this Paragraph. Upon expiration or termination of this Agreement for any reason, you agree not to engage in a competitive business for a period of two (2) years after the termination or expiration and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n21\n\n\n\n\n\n\n\n 10. THE JOINT CORP. FRANCHISE OPERATING STANDARDS. 10.1 Condition and Appearance of the Franchise. You agree that: (a) neither the Franchise nor the Premises will be used for any purpose other than the operation of the Franchise in compliance with this Agreement; (b) you will maintain the condition and appearance of the Franchise; its equipment, furniture, furnishings, and signs; and the Premises in accordance with our standards and consistent with the image of a The Joint Corp. Location franchise as an efficiently operated business offering high quality services, and observing the highest standards of cleanliness, sanitation, efficient, courteous service and pleasant ambiance, and in that connection will take, without limitation, the following actions during the term of this Agreement: (1) thorough cleaning, repainting and redecorating of the interior and exterior of the Premises at reasonable intervals; (2) interior and exterior repair of the Premises; and (3) repair or replacement of damaged, worn out or obsolete equipment, furniture, furnishings and signs; (c) you will not make any material alterations to the Premises or the appearance of the Franchise, as originally developed, without our advance written approval. If you do so, we have the right, at our option and at your expense, to rectify alterations we have not previously approved; (d) you will promptly replace or add new equipment when we reasonably specify in order to meet changing standards or new methods of service; (e) you will expend at least Six Thousand and No/100 Dollars ($6,000.00) every four (4) years in remodeling, expansion, redecorating and/or refurnishing of the Premises and the Franchise, if deemed necessary by us (any changes to the decoration or furnishing of the Premises must be approved by us); (f) on notice from us, you will engage in remodeling, expansion, redecorating and/or refurnishing of the Premises and the Franchise to reflect changes in the operations of The Joint Corp. franchises that we prescribe and require of new franchisees, provided that (1) no material changes will be required unless there are at least two (2) years remaining on the Initial Term of the Franchise (any changes to the decoration or furnishing of the Premises must be approved by us); and (2) we have required the proposed change in at least twenty-five percent (25%) of all similarly situated Company and affiliate-owned The Joint Corp. Locations, and have undertaken a plan to make the proposed change in the balance of such Company and affiliate-owned Locations (any expenditures incurred pursuant to this Paragraph 10.1(f) shall apply to the requirement in Paragraph 10.1(e)); THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n22\n\n\n\n\n\n\n\n (g) you will place or display at the Premises (interior and exterior) only those signs, emblems, designs, artwork, lettering, logos, and display and advertising materials that we from time to time approve; and (h) if at any time in our reasonable judgment, the general state of repair, appearance, or cleanliness of the premises of the Franchise or its fixtures, equipment, furniture, or signs do not meet our standards, then we shall have the right to notify you specifying the action you must take to correct the deficiency. If you do not initiate action to correct such deficiencies within (ten) 10 days after receipt of our notice, and then continue in good faith and with due diligence, a bona fide program to complete any required maintenance or refurbishing, then we shall have the right, in addition to all other remedies available to us at law or under this Agreement, to enter the Premises or the Franchise and perform any required maintenance or refurbishing on your behalf, and you agree to reimburse us on demand. 10.2 Franchise Services and Products. You agree that (a) the Franchise will offer for sale all services and products that we from time to time specify for Locations, (b) the Franchise will offer and sell approved services and products only in the manner we have prescribed; (c) you will not offer for sale or sell at the Franchise, the Premises, or any other location any services or products we have not approved; (d) all products will be offered at retail prices, and you will not offer or sell any products at wholesale prices; (e) you will not use the Premises for any purpose other than the operation of the Franchise; and (f) you will discontinue selling and offering for sale any services or products that we at any time decide (in our sole discretion) to disapprove in writing. In the event that you use, sell or distribute unauthorized products or services, and do not cease the use, sale, or distribution of unauthorized services or products within ten (10) days after written notice is given to you, we reserve the right to terminate this agreement and/or charge you a fee of One Hundred and No/100 Dollars ($100.00) for each day that you fail to comply with our demand to cease the use, sale or distribution of unauthorized products or services, which is a reasonable estimate of the damages we would incur from your continued use, sale or distribution of unauthorized products or services, and not a penalty. You agree to maintain an inventory of approved products sufficient in quantity and variety to realize the full potential of the Franchise. We may, from time to time, conduct market research and testing to determine consumer trends and the saleability of new services and products. You agree to cooperate by participating in our market research programs, test marketing new services and products in the Franchise, and providing us with timely reports and other relevant information regarding such market research. In connection with any such test marketing, you agree to offer a reasonable quantity of the products or services being tested, and effectively promote and make a reasonable effort to sell them. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n23\n\n\n\n\n\n\n\n 10.3 Approved Products, Distributors and Suppliers. We have developed or may develop various unique products or services that may be prepared according to our formulations. We have approved, and will continue to periodically approve, specifications for suppliers and distributors (which may include us and/or our affiliates) for products or services required to be purchased by, or offered and sold at, The Joint Corp. Location franchises, that meet our standards and requirements, including without limitation standards and requirements relating to product quality, prices, consistency, reliability, and customer relations. You understand and acknowledge we will not be liable to you or anyone else for any damages or claims arising out of or resulting from the acts or omissions any supplier and distributor of products or services, whether or not such supplier or distributor is an approved or required supplier or distributor of products or services. You agree that the Franchise will: (1) purchase any required products or services in such quantities as we designate; (2) utilize such formats, formulae, and packaging for products or services as we prescribe; and (3) purchase all designated products and services only from distributors and other suppliers we have approved. In the event we designate a required supplier or distributor during the term of this Agreement, or any subsequent franchise agreement, you must begin to use such required supplier or distributor with thirty (30) days of the date we notify you that you must use such supplier or distributor, unless we designate a longer period for you to switch or convert over to such supplier or distributor. Your failure or refusal to do so shall constitute a breach of this Agreement. We may approve a single distributor or other supplier (collectively supplier) for any product, and may approve a supplier only as to certain products. We may concentrate purchases with one or more suppliers to obtain lower prices or the best advertising support or services for any group of The Joint Corp. Locations franchised or operated by us. Approval of a supplier may be conditioned on requirements relating to the frequency of delivery, concentration of purchases, standards of service (including prompt attention to complaints), or other criteria, and may be temporary, pending our continued evaluation of the supplier from time to time. If you would like to purchase any items from any unapproved supplier, then you must submit to us a written request for approval of the proposed supplier. We have the right to inspect the proposed supplier's facilities, and require that product samples from the proposed supplier be delivered, at our option, either directly to us, or to any independent, certified laboratory that we may designate, for testing. We may charge you a supplier evaluation fee (not to exceed the reasonable cost of the inspection and the actual cost of the test) to make the evaluation. We reserve the right to periodically re-inspect the facilities and products of any approved supplier, and revoke our approval if the supplier does not continue to meet any of our criteria. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n24\n\n\n\n\n\n\n\n We and/or our affiliates may be an approved supplier of certain products or services to be purchased by you for use and/or sale by the Franchise. We and our affiliates reserve the right to charge any licensed manufacturer engaged by us or our affiliates a royalty to manufacture products for us or our affiliates, or to receive commissions or rebates from vendors that supply goods or services to you. We or our affiliates may also derive income from our sale of products or services to you, and may sell these items at prices exceeding our or their costs in order to make a profit on the sale. 10.4 Hours of Operation. You agree to keep the Franchise open for business at such times and during such hours as we may prescribe from time to time. 10.5 Specifications, Standards and Procedures. You agree to comply with all mandatory specifications, standards, and operating procedures relating to the appearance, function, cleanliness, sanitation and operation of the Franchise. Any mandatory specifications, standards, and operating procedures that we prescribe from time to time in the Operations Manual, or otherwise communicate to you in writing, will constitute provisions of this Agreement as if fully set forth in this Agreement. All references to this Agreement include all such mandatory specifications, standards, and operating procedures. 10.6 Compliance with Laws and Good Business Practices. You agree to secure and maintain in force in your name all required licenses, permits and certificates relating to the operation of the Franchise. You also agree to operate the Franchise in full compliance with all applicable laws, ordinances, and regulations, including without limitation all government regulations relating to worker's compensation insurance, unemployment insurance, and withholding and payment of federal and state income taxes, social security taxes, and sales taxes. All advertising you employ must be completely factual, in good taste (in our judgment), and conform to the highest standards of ethical advertising and all legal requirements. You agree that in all dealings with us and any of our affiliates, other franchisees, your customers, your suppliers, and public officials, you will adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct. You further agree to refrain from any business or advertising practice that may be harmful to the business of the Company, the Franchise, and/or the goodwill associated with the Marks and other The Joint Corp. franchises. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n25\n\n\n\n\n\n\n\n You must notify us in writing within 5 days of (1) the commencement of any action, suit, or proceeding, and/or of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental unit, that may adversely affect your and/or the Franchise's operation, financial condition, or reputation; and/or (2) your receipt or knowledge any notice of violation of any law, ordinance, or regulation relating to health or safety. 10.7 Management and Personnel of the Franchise. Unless we approve your employment of a General Manager to operate the Franchise as provided in Paragraph 4.1, you must actively participate in the actual, on-site, day-to-day operation of the Franchise, and devote as much of your time as is reasonably necessary for the efficient operation of the Franchise. If you are other than an individual, then at least one (1) Principal Owner, director, officer, or other employee of you whom we approve must comply with the this requirement. If we agree that you may employ a General Manager, then the General Manager must fulfill this requirement. Any General Manager shall each obtain all licenses and certifications required by law before assuming his or her responsibilities at the Franchise. You will ensure that your employees and independent contractors of the Franchise have any licenses as may be required by law, and hold or are pursuing any licenses, certifications, and/or degrees required by law or by us in the Operations Manual, as updated from time to time. You will be exclusively responsible for the terms of your employees' and independent contractors' employment and compensation, and for the proper training of your employees and independent contractors in the operation of the Franchise. You must establish any training programs for your employees and/or independent contractors that we may prescribe in writing from time to time. You must require all employees and independent contractors to maintain a neat and clean appearance, and conform to the standards of dress that we specify in the Operations Manual, as updated from time to time. Each of your employees and independent contractors must sign a written agreement, in a form approved by us, to maintain confidential our Confidential Information, proprietary information, and trade secrets as described in Paragraph 9.1, and to abide by the covenants not to compete described in Paragraph 9.3. You must forward to us a copy of each such signed agreement. All of your employees and independent contractors must render prompt, efficient and courteous service to all customers of the Franchise. You agree not to recruit or hire, either directly or indirectly, any employee (or a former employee, for sixty (60) days after his or her employment has ended) of any The Joint Corp. Location franchise operated by us, our affiliates, or another The Joint Corp. franchise owner without first obtaining the written consent of us, our affiliate, or the franchise owner that currently employs (or previously employed) such employee. If you violate this provision, in addition to any other right or remedy we may have, you agree to pay the employee's current or former employer twice the employee's annual salary, plus all costs and attorneys' fees incurred as a result of the violation. This amount is set at twice the employee's annual salary because it is a reasonable estimation of the damages that would occur from such a breach, and it will almost certainly be impossible to calculate precisely the actual damages from such a breach. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n26\n\n\n\n\n\n\n\n 10.8 Insurance. Before you open the Franchise and during any Term of this Agreement, you must maintain in force, under policies of insurance written on an occurrence basis issued by carriers with an A.M. Best rating of A-VIII or better approved by us, and in such amounts as we may determine from time to time: (1) comprehensive public, professional, product, medical malpractice and motor vehicle liability insurance against claims for bodily and personal injury, death and property damage caused by or occurring in conjunction with the operation of the Franchise or otherwise in conjunction with your conduct of the Franchise Business pursuant to this Agreement, under one or more policies of insurance containing minimum liability coverage amounts as set forth in the Operations Manual; (2) general casualty insurance, including theft, cash theft, fire and extended coverage, vandalism and malicious mischief insurance, for the replacement value of the Franchise and its contents, and any other assets of the Franchise; (3) worker's compensation and employer's liability insurance as required by law, with limits equal to or in excess of those required by statute; (4) business interruption insurance for a period adequate to reestablish normal business operations, but in any event not less than six (6) months; (5) any other insurance required by applicable law, rule, regulation, ordinance or licensing requirements; and (6) umbrella liability coverage with limits of not less than $1,000,000/$3,000,000 or such other amounts that we may establish in the Operations Manual. You must purchase such insurance coverage(s) only from our approved or designated supplier(s). We may periodically increase or decrease the amounts of coverage required under these insurance policies, and/or require different or additional kinds of insurance, including excess liability insurance, to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards, or other relevant changes in circumstances. Each insurance policy must name us (and, if we so request, our members, directors, employees, agents, and affiliates) as additional insureds, and must provide us with thirty (30) days' advance written notice of any material modification, cancellation, or expiration of the policy. Deductibles must be in reasonable amounts, and are subject to review and written approval by us. You must provide us with copies of policies evidencing the existence of such insurance concurrently with execution of this Agreement and prior to each subsequent renewal date of each insurance policy, along with certificates evidencing such insurance. You are responsible for any and all claims, losses or damages, including to third persons, originating from, in connection with, or caused by your failure to name us as an additional insured on each insurance policy. You agree to defend, indemnify and hold us harmless of, from, and with respect to any such claims, loss or damage arising out of your failure to name us as additional insured, which indemnity shall survive the termination or expiration and non-renewal of this Agreement. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n27\n\n\n\n\n\n\n\n Prior to the expiration of the term of each insurance policy, you must furnish us with a copy of a renewal or replacement insurance policy and appropriate certificates of insurance. If you at any time fail or refuse to maintain any insurance coverage required by us or to furnish satisfactory evidence thereof, then we, at our option and in addition to our other rights and remedies under this Agreement, may, but need not, obtain such insurance coverage on your behalf, and you shall reimburse us on demand for any costs or premiums paid or incurred by us, including any administrative fees or surcharges that we may incur. If you fail to pay us within ten (10) days of our demand for reimbursement, we reserve the right to debit your account the amounts owed to us for any premiums paid on your behalf for such insurance coverage along with any other costs, surcharges expenses and fees we incur to obtain such coverage on your behalf or on behalf of your franchise. We reserve the right to require you to provide us with an application for insurance (in a form acceptable to our required supplier for insurance) for any medical professional that has been offered a position to work in a Franchise location so that we may, if you fail to do so, procure any necessary insurance coverage for such medical professional. Notwithstanding the existence of such insurance, you are and will be responsible for all loss or damage and contractual liability to third persons originating from or in connection with the operation of the Franchise, and for all claims or demands for damages to property or for injury, illness or death of persons directly or indirectly resulting therefrom; and you agree to defend, indemnify and hold us harmless of, from, and with respect to any such claims, loss or damage, which indemnity shall survive the termination or expiration and non-renewal of this Agreement. In addition to the requirements of the foregoing paragraphs of this Paragraph 10.8, you must maintain any and all insurance coverage in such amounts and under such terms and conditions as may be required in connection with your lease or purchase of the Premises. Your obligation to maintain insurance coverage as described in this Agreement will not be reduced in any manner by reason of any separate insurance we maintain on our own behalf, nor will our maintenance of that insurance relieve you of any obligations under Section 7 of this Agreement. 10.9 Credit Cards and Other Methods of Payment. You must at all times have arrangements in existence with Visa, Master Card, American Express, Discover and any other credit and debit card issuers or sponsors, check verification services, and electronic fund transfer systems that we designate from time to time, in order that the Franchise may accept customers' credit and debit cards, checks, and other methods of payment. We may require you to obtain such services through us or our affiliates. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n28\n\n\n\n\n\n\n\n 10.10 Pricing. To the extent permitted by applicable law, we may periodically establish maximum and/or minimum prices for services and products that the Franchise location offers, including without limitation, prices for promotions in which all or certain The Joint Franchise locations participate. If we establish such prices for any services or products, you agree not to exceed or reduce that price, but will charge the price for the service or product that we establish. You hereby agree to apply any pricing matrix or schedule established by us. If you wish to offer an alternate pricing matrix, you must obtain our prior written approval. In states where you must enter a Management Agreement (Section 2.3), this provision shall be modified, to the extent legally permissible, and/or legally construed to conform to the laws of the state where your Franchise location will be located. 11. ADVERTISING. 11.1 By Company. As stated in Paragraph 6.3, due to the value of advertising and the importance of promoting the public image of The Joint Corp. Location franchises, we will establish, maintain, and administer one or more Ad Funds to support and pay for national, regional, and/or local marketing programs that we deem necessary, desirable, or appropriate to promote the goodwill and image of all The Joint Corp. Location franchises. You will contribute to the Ad Fund the Advertising Fee set forth in Section 6.3. We agree that any Locations owned by us or our affiliates will contribute to the Ad Fund on at least the same basis as you do. We will be entitled to direct all advertising programs financed by the Ad Fund, with sole discretion over the creative concepts, materials, and endorsements used in them, and the geographic, market, and media placement and allocation of the programs. We will have the sole discretion to use the Ad Fund to pay the costs of preparing and producing video, audio, and written advertising materials; administering regional, multi- regional and/or national advertising programs; including purchasing direct mail and other media advertising; employing advertising agencies and supporting public relations, market research, and other advertising and marketing firms; and paying for advertising and marketing activities that we deem appropriate, including the costs of participating in any national or regional trade shows. and providing advertising and marketing materials to The Joint Corp. Location franchises. We may in our discretion use the Ad Fund to engage in advertising and promotional programs that benefit only one or several regionals, and not necessarily all Location franchises Ad Funds. The Ad Fund will furnish you with approved advertising materials at its direct cost of producing those advertising materials. The amounts you contribute to the Ad Fund will not be used for placement of advertising in television, radio, newspaper or other media. Rather, any collective media placement will be conducted through the local and regional advertising cooperatives described in Section 11.3. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n29\n\n\n\n\n\n\n\n The Ad Fund will be accounted for separately from other funds of the Company, and will not be used to defray any of our general operating expenses, except for any reasonable salaries, administrative costs, and overhead we may incur in activities reasonably related to the administration of the Ad Fund and its advertising programs (including without limitation conducting market research, preparing advertising and marketing materials, and collecting and accounting for contributions to the Ad Fund). We may spend in any fiscal year an amount greater or less than the total contributions to the Ad Fund in that year. We may cause the Ad Fund to borrow from us or other lenders to cover deficits of the Ad Fund, or to invest any surplus for future use by the Ad Fund. You authorize us to collect for remission to the Ad Fund any advertising monies or credits offered by any supplier to you based upon purchases you make. We will prepare an annual statement of monies collected and costs incurred by the Ad Fund and will make it available to you on written request. You understand and acknowledge that the Ad Fund will be intended to maximize recognition of the Marks and patronage of The Joint Corp. Location franchises. Although we will endeavor to use the Ad Fund to develop advertising and marketing materials, and to place advertising in a manner that will benefit all The Joint Corp. Location franchises, we undertake no obligation to ensure that expenditures by the Ad Fund in or affecting any geographic area are proportionate or equivalent to contributions to the Ad Fund by The Joint Corp. Location franchises operating in that geographic area, or that any The Joint Corp. Location franchise will benefit directly or in proportion to its contribution to the Ad Fund from the development of advertising and marketing materials or the placement of advertising. Except as expressly provided in this Paragraph, we assume no direct or indirect liability or obligation to you with respect to the maintenance, direction, or administration of the Ad Fund. We will have the right to terminate the Ad Fund by giving you thirty (30) days' advance written notice. All unspent monies on date of termination will be divided between the Company and the contributing The Joint Corp. Location franchisees in proportion to our and their respective contributions. At any time thereafter, we will have the right to reinstate the Ad Fund under the same terms and conditions as described in this Section (including the rights to terminate and reinstate the Ad Fund) by giving you thirty (30) days' advance written notice of reinstatement. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n30\n\n\n\n\n\n\n\n 11.2 By Franchise Owner. You must spend, in addition to any contributions to the Ad Fund, a minimum of the greater of (a) Three Thousand and No/100 Dollars ($3,000.00); or (b) five percent (5%) of the Franchise's gross revenues for each month during the term of this Agreement, as outlined in Paragraph 6.4, for local advertising, promotion and marketing. You must provide us (in a form we approve or designate) evidence of your required local advertising, marketing and promotional expenditures by the thirtieth (30th) day of each month, for the preceding calendar month, along with a year- to-date report of the total amount spent on local advertising. You agree to list and advertise the Franchise in each of the classified telephone directories distributed within your market area, in those business classifications as we prescribe from time to time, using any standard form of classified telephone directory advertisement we may provide. On each occasion before you use them, samples of all local advertising and promotional materials not prepared or previously approved by us must be submitted to us for approval. If you do not receive our written disapproval within fifteen (15) days from the date we receive the materials, the materials will be deemed to have been approved. You agree not to use any advertising or promotional materials that we have disapproved. You will be solely responsible and liable to ensure that all advertising, marketing, and promotional materials and activities you prepare comply with applicable federal, state, and local law, and the conditions of any agreements or orders to which you may be subject. 11.3 Regional Advertising Cooperatives. In the event that more than one The Joint Corp. Location franchise is located in an area of dominant influence (ADI), we reserve the right to form a regional advertising cooperative (the Regional Ad Co-op). We also reserve the right to require you to join the Regional Ad Co-op and to contribute to its funding. We reserve the right to determine the amount to be contributed by each member of the Regional Ad Co-op as necessary. The required contributions to any Regional Ad Co-op will not be credited against the Local Advertising Requirement set forth in Paragraphs 6.4(a) and 11.2. 11.4 Websites and Other Forms of Advertising Media. You acknowledge and agree that any Website or Other Forms of Advertising Media (as defined below) will be deemed advertising under this Agreement, and will be subject to, among other things, the need to obtain our prior written approval in accordance with Paragraphs 7.2 and 11.2. As used in this Agreement, the term or reference to Website or Other Forms of Advertising Media means any interactive system, including but not limited to all types of online communications, virtual applications, social media, or the like, including but not limited to Groupon, Living Social, Facebook, Twitter, etc., that you operate or use, or authorize others to operate or use, and that refer to the Franchise, the Marks, us, and/or the System. The term or reference Website or Other Forms of Advertising Media includes, but is not limited to, Internet and World Wide Web home pages. In connection with any Website or Other Forms of Advertising Media, you agree to the following: THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n31\n\n\n\n\n\n\n\n (a) Before establishing any Website or Other Form of Advertising Media, you will submit to us a sample of such Website or Other Form of Advertising Media format and information in the form and manner we may require. (b) You will not establish or use any Website or Other Forms of Advertising Media without our prior written approval. (c) In addition to any other applicable requirements, you must comply with our standards and specifications for Website or Other Forms of Advertising Media as we prescribe in the Operations Manual or otherwise in writing, including any specifications relating to the use of organic and paid search engine optimization, keyword and landing page management. If we require, you will establish a website as part of our corporate website and/or establish electronic links to our corporate website. (d) If you propose any material revision to Website or Other Forms of Advertising Media or any of the information contained therein, you will submit each such revision to us for our prior written approval. 12. ACCOUNTING, REPORTS AND FINANCIAL STATEMENTS. You agree to maintain, at your own expense, the Joint Software and accounting software, to act as a bookkeeping, accounting, and record keeping system for the Franchise. The Joint Software includes the capability of being polled by our central computer system, which you agree to permit. With respect to the operation and financial condition of the Franchise, we will pull from the Joint Software (if available), or require you to provide from your accounting software in a form we designate, or in accordance with General Acceptably Accounting Principles (GAAP), as the case may be, the following: (1) by Tuesday of each week, an electronic report of the Franchise's gross revenues for the preceding week ending on, and including, Sunday, and any other data, information, and supporting records that we may require; (2) by the thirtieth (30 t h) day of each month, a profit and loss statement for the preceding calendar month, and a year-to-date profit and loss statement and balance sheet; (3) within ninety (90) days after the end of your fiscal year, a fiscal year-end balance sheet, and an annual profit and loss statement for that fiscal year, reflecting all year- end adjustments; and (4) such other reports as we require from time to time (collectively, the Reports). You agree to input all Franchise transactions into the Joint Software and your accounting software in a timely manner to ensure that all Reports are accurate. If it is determined that any information was omitted from the Joint Software or your accounting software was input inaccurately, or you have failed to provide us any required Reports, we may charge a non-refundable accounting fee of One Hundred and No/100 Dollars ($100.00), payable in a lump sum by the fifth (5th) day of the month following the month during which the inaccurate report was submitted or for any late Reports. You agree to maintain and furnish upon our request complete copies of federal and state income tax returns you file with the Internal Revenue Service and state tax departments, reflecting revenues and income of the Franchise or the corporation, partnership, or limited liability company that holds the Franchise. We reserve the right to require you to have audited or reviewed financial statements prepared by a certified public accountant on an annual basis. You agree to retain hard copies of all records for a minimum of four (4) years. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n32\n\n\n\n\n\n\n\n 13. INSPECTIONS AND AUDITS. 13.1 Company's Right to Inspect the Franchise. To determine whether you and the Franchise are complying with this Agreement and the specifications, standards, and operating procedures we prescribe for the operation of the Franchise, we or our agents have the right, at any reasonable time and without advance notice to you, to: (1) inspect the Premises; (2) observe the operations of the Franchise for such consecutive or intermittent periods as we deem necessary; (3) interview personnel of the Franchise; (4) interview customers of the Franchise; and (5) inspect and copy any books, records and documents relating to the operation of the Franchise. You agree to fully cooperate with us in connection with any of those inspections, observations and interviews. You agree to present to your customers any evaluation forms we periodically prescribe, and agree to participate in, and/or request that your customers participate in, any surveys performed by or on our behalf. Based on the results of any such inspections and audits and your other reports, we may provide to you such guidance and assistance in operating your Franchise as we deem appropriate. 13.2 Company's Right to Audit. We have the right at any time during business hours, and without advance notice to you, to inspect and audit, or cause to be inspected and audited, the business records, bookkeeping and accounting records, sales and income tax records and returns and other records of the Franchise, and the books and records of any corporation, limited liability company, or partnership that holds the Franchise. You agree to fully cooperate with our representatives and any independent accountants we may hire to conduct any inspection or audit. If the inspection or audit is necessary because of your failure to furnish any reports, supporting records, other information or financial statements as required by this Agreement, or to furnish such reports, records, information, or financial statements on a timely basis, or if an understatement of gross revenues for any period is determined by an audit or inspection to be greater than two percent (2%), then you agree to pay us all monies owed, plus interest of one and one-half percent (1.5%) per month, and reimburse us for the cost of such inspection or audit, including without limitation any attorneys' fees and/or accountants' fees we may incur, and the travel expenses, room and board, and applicable per diem charges for our employees or contractors. The above remedies are in addition to all our other remedies and rights under this Agreement or under applicable law. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n33\n\n\n\n\n\n\n\n 14. TRANSFER REQUIREMENTS. 14.1 Organization. If you are a corporation, partnership or limited liability company (or if this Agreement is assigned to a corporation, partnership or limited liability company with our approval), you represent and warrant to us that you are and will continue to be throughout the term of this Agreement, duly organized and validly existing in good standing under the laws of the state of your incorporation, registration or organization, that you are qualified to do business and will continue to be qualified to do business throughout the term of this Agreement in all states in which you are required to qualify, that you have the authority to execute, deliver and carry out all of the terms of this Agreement, and that during the term of this Agreement the only business you (i.e., the corporate, partnership or limited liability entity) will conduct will be the development, ownership and operation of the Franchise. 14.2 Interests in Franchise Owner; Reference to Exhibit 4. You and each Principal Owner represent, warrant and agree that all Interests in Franchise Owner are owned in the amount and manner described in Exhibit 4. No Interests in Franchise Owner will, during the term of this Agreement, be public securities (i.e., securities that require, for their issuance, registration with any state or federal authority). (An Interest is defined to mean any shares, membership interests, or partnership interests of Franchise Owner and any other equitable or legal right in any of Franchise Owner's stock, revenues, profits, rights or assets. When referring to Franchise Owner's rights or assets, an Interest means this Agreement, Franchise Owner's rights under and interest in this Agreement, any The Joint Corp. franchise, or the revenues, profits or assets of any The Joint Corp. franchise.) You and each Principal Owner also represent, warrant, and agree that no Principal Owner's Interest has been given as security for any obligation (i.e., no one has a lien on or security interest in a Principal Owner's Interest), and that no change will be made in the ownership of an Interest other than as expressly permitted by this Agreement or as we may otherwise approve in writing. You and each Principal Owner agree to furnish us with such evidence as we may request from time to time to assure ourselves that the Interests of Franchise Owner and each of your Principal Owners remain as permitted by this Agreement, including a list of all persons or entities owning any Interest, as defined above. If you have transferred your Interests in violation of this Agreement you shall be considered in breach of this Agreement. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n34\n\n\n\n\n\n\n\n 14.3 Transfer by Company. This Agreement is fully transferable by us and will inure to the benefit of any person or entity to whom it is transferred, or to any other legal successor to our interests in this Agreement. 14.4 No Transfer Without Approval. You understand and acknowledge that the rights and duties created by this Agreement are personal to you and that we have entered into this Agreement in reliance on the individual or collective character, skill, aptitude, attitude, business ability, and financial capacity of you and your Principal Owners. Accordingly, neither this Agreement nor any part of your interest in it, nor any Interest (as defined in Paragraph 14.2) of Franchise Owner or a Principal Owner, may be transferred (see definition below) without our advance written approval if such transfer will result in the Principal Owner(s) set forth in Exhibit 4 holding less than a seventy-five percent (75%) Interest in Franchise Owner. Any Transfer that is made without our approval will constitute a breach of this Agreement and convey no rights to or interests in this Agreement, you, the Franchise, or any other The Joint Corp. franchise. As used in this Agreement the term Transfer means any voluntary, involuntary, direct or indirect assignment, sale, gift, exchange, grant of a security interest, or occurrence of any other event which would or might change the ownership of any Interest, and includes, without limitation: (1) the Transfer of ownership of capital stock, partnership interest or other ownership interest (including the granting of options (such as stock options or any option which give anyone ownership rights now or in the future); (2) merger or consolidation, or issuance of additional securities representing an ownership interest in Franchise Owner; (3) sale of common stock of Franchise Owner sold pursuant to a private placement or registered public offering; (4) Transfer of an Interest in a divorce proceeding or otherwise by operation of law; or (5) Transfer of an Interest by will, declaration of or transfer in trust, or under the laws of intestate succession. We will not unreasonably withhold consent to a Transfer of an Interest by a Principal Owner to a member of his or her immediate family or to your key employees, so long as all Principal Owners together retain a controlling Interest (i.e., the minimum ownership percentage listed in Exhibit 4), although we reserve the right to impose reasonable conditions on the Transfer as a requirement for our consent. Interests owned by persons other than the Principal Owners (minority owners) may be Transferred without our advance consent unless the Transfer would give that transferee and any person or group of persons affiliated or having a common interest with the transferee more than a collective twenty-five percent (25%) Interest in Franchise Owner, in which case our advance written approval for the Transfer must be obtained. Your formal partnership, corporation or other formation documents and all stock certificates, partnership units or other evidence of ownership must recite or bear a legend reflecting the transfer restrictions of this Paragraph 14.4. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n35\n\n\n\n\n\n\n\n 14.5 Conditions for Approval of Transfer. If you and your Principal Owners are in full compliance with this Agreement, we will not unreasonably withhold our approval of a Transfer that meets all the applicable requirements of this Section 14. The person or entity to whom you wish to make the Transfer, or its principal owners (Proposed New Owner), must be individuals of good moral character and otherwise meet our then-applicable standards for The Joint Corp. Location franchisees. If you propose to Transfer this Agreement, the Franchise or its assets, or any Interest, or if any of your Principal Owners proposes to Transfer a controlling Interest in you or make a Transfer that is one of a series of Transfers which taken together would constitute the Transfer of a controlling Interest in you, then all of the following conditions must be met before or at the time of the Transfer: (a) the Proposed New Owner must have sufficient business experience, aptitude, and financial resources to operate the Franchise; (b) you must pay any amounts owed for purchases from us and our affiliates, and any other amounts owed to us or our affiliates which are unpaid; (c) the Proposed New Owner's directors and such other personnel as we may designate must have successfully completed our Initial Training program, and shall be legally authorized and have all licenses necessary to perform the services offered by the Franchise. The Proposed New Owner shall be responsible for any wages and compensation owed to, and the travel and living expenses (including all transportation costs, room, board and meals) incurred by, the attendees who attend the Initial Training program; (d) if your lease for the Premises requires it, the lessor must have consented to the assignment of the lease of the Premises to the Proposed New Owner; (e) you (or the Proposed New Owner) must pay us a Transfer fee equal to seventy-five percent (75%) of the then current initial franchise fee we charge to new Start-up Location franchisees, and must reimburse us for any reasonable expenses incurred by us in investigating and processing any Proposed New Owner where the Transfer is not consummated for any reason; (f) you and your Principal Owners and your and their spouses must execute a general release (in a form satisfactory to us) of any and all claims you and/or they may have against us, our affiliates, and our and our affiliates' respective officers, directors, employees, and agents; THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n36\n\n\n\n\n\n\n\n (g) we must approve the material terms and conditions of the proposed Transfer, including without limitation that the price and terms of payment are not so burdensome as to adversely affect the operation of the Franchise; (h) the Franchise and the Premises shall have been placed in an attractive, neat and sanitary condition; (i) you and your Principal Owners must enter into an agreement with us providing that all obligations of the Proposed New Owner to make installment payments of the purchase price (and any interest on it) to you or your Principal Owners will be subordinate to the obligations of the Proposed New Owner to pay any amounts payable under this Agreement or any new Franchise Agreement that we may require the Proposed New Owner to sign in connection with the Transfer; (j) you and your Principal Owners must enter into a non-competition agreement wherein you agree not to engage in a competitive business for a period of two (2) years after the Transfer and within twenty-five (25) miles of your Franchise Premises or any other The Joint Corp. Location franchise location; (k) the Franchise shall have been determined by us to contain all equipment and fixtures in good working condition, as were required at the initial opening of the Franchise. The Proposed New Owner shall have agreed, in writing, to make such reasonable capital expenditures to remodel, equip, modernize and redecorate the interior and exterior of the premises in accordance with our then existing plans and specifications for a The Joint Corp. Location franchise, and shall have agreed to pay our expenses for plan preparation or review, and site inspection; (l) upon receiving our consent for the Transfer or sale of the Franchise, the Proposed New Owner shall agree to assume all of your obligations under this Agreement in a form acceptable to us, or, at our option, shall agree to execute a new Franchise Agreement with us in the form then being used by us. We may, at our option, require that you guarantee the performance, and obligations of the Proposed New Owner; and (m) you must have properly offered us the opportunity to exercise our right of first refusal as described below, and we must have then declined to exercise it. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n37\n\n\n\n\n\n\n\n 14.6 Right of First Refusal. If you or any of your Principal Owners wishes to Transfer any Interest, we will have a right of first refusal to purchase that Interest as follows. The party proposing the Transfer (the transferor) must obtain a bona fide, executed written offer (accompanied by a good faith earnest money deposit of at least five percent (5%) of the proposed purchase price) from a responsible and fully disclosed purchaser, and must submit an exact copy of the offer to us. You also agree to provide us with any other information we need to evaluate the offer, if we request it within five (5) days of receipt of the offer. We have the right, exercisable by delivering written notice to the transferor within fifteen (15) days from the date of last delivery to us of the offer and any other documents we have requested, to purchase the Interest for the price and on the terms and conditions contained in the offer, except that we may substitute cash for any form of payment proposed in the offer, and will not be obligated to pay any finder's or broker's fees that are a part of the proposed Transfer. We also will not be required to pay any amount for any claimed value of intangible benefits, for example, possible tax benefits that may result by structuring and/or closing the proposed Transfer in a particular manner or for any consideration payable other than the bona fide purchase price for the Interest proposed to be transferred. (In fact, we may in our sole and absolute discretion withhold consent to any proposed Transfer if the offer directly or indirectly requires payment of any consideration other than the bona fide purchase price for the Interest proposed to be transferred.) Our credit will be deemed equal to the credit of any other proposed purchaser, and we will have at least sixty (60) days to prepare for closing. We will be entitled to all customary representations and warranties given purchasers in connection with such sales. If the proposed Transfer includes assets not related to the operation of the Franchise, we may purchase only the assets related to the operation of the Franchise or may also purchase the other assets. (An equitable purchase price will be allocated to each asset included in the Transfer.) If we do not exercise our right of first refusal, the transferor may complete the sale to the Proposed New Owner pursuant to and on the terms of the offer, as long as we have approved the Transfer as provided in this Section 14. You must immediately notify us of any changes in the terms of an offer. Any material change in the terms of an offer before closing will make it a new offer, revoking any previous approval or previously made election to purchase and giving us a new right of first refusal effective as of the day we receive formal notice of a material change in the terms. If the sale to the Proposed New Owner is not completed within one hundred twenty (120) days after we have approved the Transfer, our approval of the proposed Transfer will expire. Any later proposal to complete that proposed Transfer will be deemed a new offer, giving us a new right of approval and right of first refusal effective as of the day we receive formal notice of the new (or continuing) proposal. We will not exercise a right of first refusal with respect to a proposed Transfer of less than a controlling interest to a member of a Principal Owner's immediate family or to your key employees. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n38\n\n\n\n\n\n\n\n 14.7 Death and Disability. Upon the death or permanent disability of you or a Principal Owner, the executor, administrator, conservator or other personal representative of the deceased or disabled person must Transfer the deceased or disabled person's Interest within a reasonable time, not to exceed forty-five (45) days from the date of death or permanent disability, to a person we have approved. Such Transfers, including without limitation transfers by a will or inheritance, will be subject to all the terms and conditions for assignments and Transfers contained in this Agreement. Failure to so dispose of an Interest within the forty-five (45) day period of time will constitute grounds for termination of this Agreement. 14.8 Effect of Consent to Transfer. Our consent to a proposed Transfer pursuant to this Section 14 will not constitute a waiver of any claims we may have against you or any Principal Owner, nor will it be deemed a waiver of our right to demand exact compliance with any of the terms or conditions of this Agreement by the Proposed New Owner. 14.9 Consent Not Unreasonably Delayed. If all the conditions are met to transfer the FA or any interest therein, we will not unreasonably delay granting our consent to the transfer. 15. TERMINATION OF THE FRANCHISE. We have the right to terminate this Agreement effective upon delivery of notice of termination to you, if: (1) you do not develop or open the Franchise as provided in this Agreement; (2) you abandon, surrender, transfer control of, lose the right to occupy the Premises of, or do not actively operate, the Franchise, or your lease for or purchase of the location of the Franchise is terminated for any reason; (3) you or your Principal Owners assign or Transfer this Agreement, any Interest, the Franchise, or assets of the Franchise without complying with the provisions of Section 14; (4) you are adjudged a bankrupt, become insolvent or make a general assignment for the benefit of creditors; (5) you use, sell, distribute or give away any unauthorized services or products, and do not cease the use, sale, or distribution of unauthorized services or products within ten (10) days after written notice is given to you; (6) you fail to maintain a valid license to practice and/or fail to maintain compliance with state and federal regulations and do not cure the failure within twenty (20) days after written notice is given to you; (7) you or any of your Principal Owners are convicted of or plead no contest to a felony or are convicted or plead no contest to any crime or offense that is likely to adversely affect the reputation of the Company, the Franchise, and/or the goodwill associated with the Marks; (8) you are involved in any action that is likely to adversely affect the reputation of the Company, the Franchise, and/or the goodwill associated with the Marks; (9) you or any of your employees violate any health or safety law, ordinance or regulation, or operate the Franchise in a manner that presents a health or safety hazard to your customers or the public; (10) you do not pay when due any monies owed to us or our affiliates, and do not make such payment within ten (10) days after written notice is given to you; (11) you fail to meet the minimum local advertising expenditures required in Section 11.2, and to provide the required proof of your expenditures; (12) you or any of your Principal Owners fail to comply with any other provision of this Agreement or any mandatory specification, standard, or operating procedure or you fail to make changes required to comply with applicable state or federal laws within twenty (20) days after written notice of such failure to comply is given to you; (13) you fail to procure or maintain any and all insurance coverage that we require, or otherwise fail to name us as an additional insured on any such insurance policies and failure to do so within ten (10) days after written notice is given to you; or (13) you or any of your Principal Owners fail on three (3) or more separate occasions within any twelve (12) consecutive month period to submit when due any financial statements, reports or other data, information, or supporting records; pay when due any amounts due under this Agreement; or otherwise fail to comply with this Agreement, whether or not such failures to comply are corrected after notice is given to you or your Principal Owners. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n39\n\n\n\n\n\n\n\n In addition, if, in the opinion of our legal counsel, any provision of this Agreement is contrary to law, then you and we agree to negotiate in good faith an amendment that would make this Agreement conform to the applicable legal requirements. If you and we are unable to reach such an agreement, or if fundamental changes to this Agreement are required to make it conform to the legal requirements, then we reserve the right to terminate this Agreement upon notice to you, in which case all of the post-termination obligations set forth in Section 16 shall apply. In the event that we terminate this Agreement under this Section or other applicable provisions of this Agreement, we shall be entitled, in those states in which such termination fees are enforceable, to receive from you a termination fee in the amount equal to one-half (1/2) of our then- current initial franchise fee for new The Joint Corp. Location franchises (the Termination Fee). The Termination Fee shall be payable by you in addition to any damages payable to us, including loss of future revenues, resulting from your improper or wrongful breach or other termination of this Agreement. We shall be entitled to recover all costs, including attorneys' fees, incurred in connection with the termination and collection of the Termination Fee. If you continue to operate the Franchise after termination of this Agreement, in addition to any other right or remedy we may have (including the Termination Fee), you agree to pay to us the amount of One Thousand and No/100 Dollars ($1,000.00) per day that you operate the Franchise in violation of this Agreement, plus all costs and attorneys' fees incurred as a result of the violation. This amount is set at $1,000 per day because it is a reasonable estimation of the damages that would occur from such a breach, and it will almost certainly be impossible to calculate precisely the actual damages from such a breach. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n40\n\n\n\n\n\n\n\n 16. RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISE OWNER UPON TERMINATION OR EXPIRATION OF THE FRANCHISE. 16.1 Payment of Amounts Owed to Company. You agree to pay us within five (5) days after the effective date of termination or expiration of the Franchise, or any later date that the amounts due to us are determined, all amounts owed to us or our affiliates which are then unpaid. 16.2 Marks. You agree that after the termination or expiration of the Franchise you will: (a) not directly or indirectly at any time identify any business with which you are associated as a current or former The Joint Corp. franchise or franchisee; (b) not use any Mark or any colorable imitation of any Mark in any manner or for any purpose, or use for any purpose any trademark or other commercial symbol that suggests or indicates an association with us; (c) return to us or destroy (whichever we specify) all customer lists, forms and materials containing any Mark or otherwise relating to a The Joint Corp. franchise; (d) remove all Marks affixed to uniforms or, at our direction, cease to use those uniforms; and (e) take any action that may be required to cancel all fictitious or assumed name or equivalent registrations relating to your use of any Mark. 16.3 De-Identification. If you retain possession of the Premises, you agree to completely remove or modify, at your sole expense, any part of the interior and exterior decor that we deem necessary to disassociate the Premises with the image of a The Joint Corp. franchise, including any signage bearing the Marks. If you do not take the actions we request within thirty (30) days after notice from us, we have the right to enter the Premises and make the required changes at your expense, and you agree to reimburse us for those expenses on demand. 16.4 Confidential Information. You agree that on termination or expiration of the Franchise you will immediately cease to use any of the Confidential Information, and agree not to use it in any business or for any other purpose. You further agree to immediately return to us all copies of the Operations Manual and any written Confidential Information or other confidential materials that we have loaned or provided to you. Upon THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n41\n\n\n\n\n\n\n\n 16.5 Joint Software. You agree that on termination or expiration of the Franchise, you will immediately cease to use the Joint Software and will uninstall it from all computer systems owned by the Franchise. 16.6 Company's Option to Purchase the Franchise. Upon the termination or expiration of the Franchise, we will have the option, but not the obligation, exercisable for thirty (30) days upon written notice to you, to purchase at fair market value all of the assets of the Franchise, including all approved equipment, fixtures, furniture and signs and all supplies, materials, and other items imprinted with any Mark, and to take an assignment of the lease for the Premises and any other lease or concession agreement necessary for the operation of the Franchise. If you and we cannot agree on the fair market value of the assets of the Franchise within a reasonable time, such value shall be determined by an average of the appraisals of two (2) independent appraisers, one of whom will be selected by you and one of whom will be selected by us. If the appraisals differ by more than ten percent (10%), then you and we will mutually agree on a value, or if you and we cannot agree, our appraisers will select a third appraiser whose determination of market value will be final. We shall not assume any liabilities, debts or obligations of the Franchise in connection with any such transfer, and you will indemnify us from any and all claims made against us arising out of any such transfer of the assets of the Franchise. All parties will comply with all applicable laws in connection with any such transfer, and you agree to cooperate with us in complying with all such requirements. The closing shall occur within thirty (30) days after we exercise our option to purchase the assets or such later date as may be necessary to comply with applicable bulk sales or similar laws. At the closing, you and we both agree to execute and deliver all documents necessary to vest title in the purchased assets and/or real property in us free and clear of all liens and encumbrances, except those assumed by us and/or to effectuate the lease of the Franchise Premises. You also agree to provide us with all information necessary to close the transaction. We reserve the right to assign our option to purchase the Franchise or designate a substitute purchaser for the Franchise. By signing this Agreement, you irrevocably appoint us as your lawful attorney-in-fact with respect to the matters contemplated by this Paragraph 16.6, with full power and authority to execute and deliver in your name all documents required to be provided by you under this Paragraph in the event you do not provide them in a timely and proper manner. You also agree to ratify and confirm all of our acts as your lawful attorney-in-fact, and indemnify and hold us harmless from all claims, liabilities, losses or damages suffered by us in so doing. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n42\n\n\n\n\n\n\n\n Once we give notice that we will purchase the Franchise assets, we will have the right to immediately take over the operations of the Franchise. From the date we take over the Franchise to the date of closing of the purchase of the Franchise assets, we will be entitled to use any gross revenues of the Franchise to operate the Franchise, and to retain as a management fee up to ten percent (10%) of the balance of such gross revenues after operating expenses are paid, plus any additional costs and expenses we may incur. 16.7 Continuing Obligations. All obligations of this Agreement (whether yours or ours) that expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect after and notwithstanding its expiration or termination until they are satisfied in full or by their nature expire. 16.8 Management of the Franchise. In the event that we are entitled to terminate this Agreement in accordance with Section 15 above or any other provision of this Agreement, and in addition to any other rights or and remedies available to us in the event of such termination, we may, but need not, assume the Franchise's management. All gross revenues from the Franchise's operation while we assume its management will be kept in a separate account, and all of the Franchise's expenses will be charged to this account. We may charge you (in addition to the Royalty Fee and Advertising Fee contributions due under this Agreement) a reasonable management fee in an amount that we may specify, equal to up to ten percent (10%) of the Franchise's gross revenues, plus our direct out-of-pocket costs and expenses, if we assume management of the Franchise under this Paragraph. We have a duty to utilize only our reasonable efforts in managing the Franchise, and will not be liable to you for any debts, losses, or obligations the Franchise incurs, or to any of your creditors for any products or services the Franchise purchases, while we manage it pursuant to this Paragraph. 17. ENFORCEMENT. 17.1 Invalid Provisions; Substitution of Valid Provisions. To the extent that the non-competition provisions of Sections 9.3 and 14.5 are deemed unenforceable because of their scope in terms of area, business activity prohibited, or length of time, you agree that the invalid provisions will be deemed modified or limited to the extent or manner necessary to make that particular provisions valid and enforceable to the greatest extent possible in light of the intent of the parties expressed in that such provisions under the laws applied in the forum in that we are seeking to enforce such provisions. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n43\n\n\n\n\n\n\n\n If any lawful requirement or court order of any jurisdiction (1) requires a greater advance notice of the termination or non-renewal of this Agreement than is required under this Agreement, or the taking of some other action which is not required by this Agreement, or (2) makes any provision of this Agreement or any specification, standard, or operating procedure we prescribed invalid or unenforceable, then the advance notice and/or other action required or revision of the specification, standard, or operating procedure will be substituted for the comparable provisions of this Agreement in order to make the modified provisions enforceable to the greatest extent possible. You agree to be bound by the modification to the greatest extent lawfully permitted. 17.2 Unilateral Waiver of Obligations. Either you or we may, by written notice, unilaterally waive or reduce any obligation or restriction of the other under this Agreement. The waiver or reduction may be revoked at any time for any reason on ten (10) days' written notice. 17.3 Written Consents from Company. Whenever this Agreement requires our advance approval or consent, you agree to make a timely written request for it. Our approval or consent will not be valid unless it is in writing. 17.4 Lien. To secure your performance under this Agreement and indebtedness for all sums due us or our affiliates, we shall have a lien upon, and you hereby grant us a security interest in, the following collateral and any and all additions, accessions, and substitutions to or for it and the proceeds from all of the same: (a) all inventory now owned or after-acquired by you and the Franchise, including but not limited to all inventory and supplies transferred to or acquired by you in connection with this Agreement; (b) all accounts of you and/or the Franchise now existing or subsequently arising, together with all interest in you and/or the Franchise, now existing or subsequently arising, together with all chattel paper, documents, and instruments relating to such accounts; (c) all contract rights of you and/or the Franchise, now existing or subsequently arising; and (d) all general intangibles of you and/or the Franchise, now owned or existing, or after-acquired or subsequently arising. You agree to execute such financing statements, instruments, and other documents, in a form satisfactory to us, that we deem necessary so that we may establish and maintain a valid security interest in and to these assets. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n44\n\n\n\n\n\n\n\n 17.5 No Guarantees. If in connection with this Agreement we provide to you any waiver, approval, consent, or suggestion, or if we neglect or delay our response or deny any request for any of those, then we will not be deemed to have made any warranties or guarantees upon which you may rely, and will not assume any liability or obligation to you. 17.6 No Waiver. If at any time we do not exercise a right or power available to us under this Agreement or do not insist on your strict compliance with the terms of the Agreement, or if there develops a custom or practice that is at variance with the terms of this Agreement, then we will not be deemed to have waived our right to demand exact compliance with any of the terms of this Agreement at a later time. Similarly, our waiver of any particular breach or series of breaches under this Agreement, or of any similar term in any other agreement between us and any other The Joint Corp. franchisee will not affect our rights with respect to any later breach. It will also not be deemed to be a waiver of any breach of this Agreement for us to accept payments that are due to us under this Agreement. 17.7 Cumulative Remedies. The rights and remedies specifically granted to either you or us by this Agreement will not be deemed to prohibit either you or us from exercising any other right or remedy provided under this Agreement, or permitted by law or equity. 17.8 Specific Performance; Injunctive Relief. Provided we give you the appropriate notice, we will be entitled, without being required to post a bond, to the entry of temporary and permanent injunctions and orders of specific performance to (1) enforce the provisions of this Agreement relating to your use of the Marks and non-disclosure and non-competition obligations under this Agreement; (2) prohibit any act or omission by you or your employees that constitutes a violation of any applicable law, ordinance, or regulation; constitutes a danger to the public; or may impair the goodwill associated with the Marks or The Joint Corp. franchises; or (3) prevent any other irreparable harm to our interests. If we obtain an injunction or order of specific performance, then you shall pay us an amount equal to the total of our costs of obtaining it, including without limitation reasonable attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses, and any damages we incur as a result of the breach of any such provision. You further agree to waive any claims for damage in the event there is a later determination that an injunction or specific performance order was issued improperly. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n45\n\n\n\n\n\n\n\n 17.9 Arbitration. Except insofar as we elect to enforce this Agreement or to seek temporary or permanent injunctive relief as provided above, all controversies, disputes or claims arising between us, our affiliates, and our and their respective owners, officers, directors, agents, and employees (in their representative capacity) and you (and your Principal Owners and guarantors) arising out of or related to: (1) this Agreement, any provision thereof, or any related agreement (except for any lease or sublease with us or any of our affiliates); (2) the relationship of the parties hereto; (3) the validity of this Agreement or any related agreement, or any provision thereof; or (4) any specification, standard or operating procedure relating to the establishment or operation of the Franchise, shall be submitted for arbitration to be administered by the office of the American Arbitration Association. Such arbitration proceedings shall be conducted in Maricopa County, Arizona, and, except as otherwise provided in this Agreement, shall be conducted in accordance with then current commercial arbitration rules of the American Arbitration Association. The arbitrator shall have the right to award or include in his award any relief that he or she deems proper in the circumstances, including without limitation, money damages (with interest on unpaid amounts from date due), specific performance, injunctive relief, attorneys' fees, and costs. The award and decision of the arbitrator shall be conclusive and binding on all parties to this agreement, and judgment on the award may be entered in any court of competent jurisdiction, and each such party waives any right to contest the validity or enforceability of such award. The provisions of this Paragraph are intended to benefit and limit third-party non-signatories, and will continue in full force and effect subsequent to, and notwithstanding expiration or termination of, this Agreement. You and we agree that any such arbitration shall be conducted on an individual, not a class-wide basis, and shall not be consolidated with any other arbitration proceeding. 17.10 Waiver of Punitive Damages and Jury Trial; Limitations of Actions. Except with respect to your obligations to indemnify us and claims that we may bring under Sections 7, 9, 15, or 16 of this Agreement, and except for claims arising from your non-payment or underpayment of any amounts owed to us or our affiliates, (1) any and all claims arising out of or related to this Agreement or the relationship between you and us shall be barred, by express agreement of the parties, unless an action or proceeding is commenced within two (2) years from the date the cause of action accrues; and (2) you and we hereby waive to the fullest extent permitted by law, any right to or claim for any punitive or exemplary damages against the other, and agree that, except to the extent provided to the contrary in this Agreement, in the event of a dispute between you and us, each party will be limited to the recovery of any actual damages sustained by it. You and we irrevocably waive trial by jury in any action, proceeding or counterclaim, whether at law or in equity, brought by either you or us. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n46\n\n\n\n\n\n\n\n 17.11 Governing Law/Consent To Jurisdiction. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §§ 1051 et seq.) and except that all issues relating to arbitrability or the enforcement or interpretation of the agreement to arbitrate set forth in Section 17.9 which will be governed by the United States Arbitration Act (9 U.S.C. § 1 et seq.) and the federal common law relating to arbitration, this Agreement and the Franchise will be governed by the internal laws of the State of Arizona (without reference to its choice of law and conflict of law rules), except that the provisions of any Arizona law relating to the offer and sale of business opportunities or franchises or governing the relationship of a franchisor and its franchisees will not apply unless their jurisdictional requirements are met independently without reference to this Paragraph. You agree that we may institute any action against you arising out of or relating to this Agreement (which is not required to be arbitrated hereunder or as to which arbitration is waived) in any state or federal court of general jurisdiction in Maricopa County, Arizona, and you irrevocably submit to the jurisdiction of such courts and waive any objection you may have to either the jurisdiction or venue of such court. 17.12 Binding Effect. This Agreement is binding on and will inure to the benefit of our successors and assigns and, subject to the Transfers provisions contained in this Agreement, will be binding on and inure to the benefit of your successors and assigns, and if you are an individual, on and to your heirs, executors, and administrators. 17.13 No Liability to Others; No Other Beneficiaries. We will not, because of this Agreement or by virtue of any approvals, advice or services provided to you, be liable to any person or legal entity that is not a party to this Agreement, and no other party shall have any rights because of this Agreement. 17.14 Construction. All headings of the various Sections and Paragraphs of this Agreement are for convenience only, and do not affect the meaning or construction of any provision. All references in this Agreement to masculine, neuter or singular usage will be construed to include the masculine, feminine, neuter or plural, wherever applicable. Except where this Agreement expressly obligates us to reasonably approve or not unreasonably withhold our approval of any of your actions or requests, we have the absolute right to refuse any request by you or to withhold our approval of any action or omission by you. The term affiliate as used in this Agreement is applicable to any company directly or indirectly owned or controlled by you or your Principal Owners, or any company directly or indirectly owned or controlled by us that sells products or otherwise transacts business with you. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n47\n\n\n\n\n\n\n\n 17.15 Joint and Several Liability. If two (2) or more persons are the Franchise Owner under this Agreement, their obligation and liability to us shall be joint and several. 17.16 Multiple Originals. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile transmission or other electronic means of a copy of this Agreement bearing the signature of the party so delivering this Agreement. 17.17 Timing Is Important. Time is of the essence of this Agreement. Time is of the essence is a legal term that emphasizes the strictness of time limits. In this case, it means it will be a material breach of this Agreement to fail to perform any obligation within the time required or permitted by this Agreement. 17.18 Independent Provisions. The provisions of this Agreement are deemed to be severable. In other words, the parties agree that each provision of this Agreement will be construed as independent of any other provision of this Agreement. 18. NOTICES AND PAYMENTS. All written notices, reports and payments permitted or required under this Agreement or by the Operations Manual will be deemed delivered: (a) at the time delivered by hand; (b) one (1) business day after transmission by telecopy, facsimile or other electronic system; (c) one (1) business day after being placed in the hands of a reputable commercial courier service for next business day delivery; or (d) three (3) business days after placed in the U.S. mail by Registered or Certified Mail, Return Receipt Requested, postage prepaid; and addressed to the party to be notified or paid at its most current principal business address of which the notifying party has been advised, or to any other place designated by either party. Any required notice, payment or report which we do not actually receive during regular business hours on the date due (or postmarked by postal authorities at least two (2) days before it is due) will be deemed delinquent. THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n48\n\n\n\n\n\n\n\n 19. INDEPENDENT PROFESSIONAL JUDGMENT OF YOU AND YOUR GENERAL MANAGER. You and we acknowledge and agree that the specifications, standards and operating procedures related to the services offered by the Franchise are not intended to limit or replace your or your General Manager's (if any) professional judgment in supervising and performing the services offered by your Franchise. The specifications, standards, and operating procedures represent only the minimum standards, and you and your General Manager (if any) are solely responsible for ensuring that the Franchise performs services in accordance with all applicable requirements and standards of care. Nothing in this Agreement shall obligate you or your General Manager (if any) to perform any act that is contrary to your or your General Manager's (if any) professional judgment; provided, however, that you must notify us immediately upon your determination that any specification, standard or operating procedure is contrary to your or your General Manager's (if any) professional judgment. 20. ENTIRE AGREEMENT. This Agreement, together with the introduction and exhibits to it, constitutes the entire agreement between us, and there are no other oral or written understandings or agreements between us concerning the subject matter of this Agreement. This Agreement may be modified only by written agreement signed by both you and us, except that we may modify the Operations Manual at any time as provided herein. However, nothing in this Agreement or any addendum shall have the effect of disclaiming any of the representations made in the Franchise Disclosure Document or any of its exhibits. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Agreement Date. COMPANY THE JOINT CORP., a Delaware corporation\n\nFRANCHISE OWNER ___________________, a_________________ By: By: Name: Chad Everts Name: Title: V.P. Franchise Development Title: THE JOINT…THE CHIROPRACTIC PLACE™ FRANCHISE AGREEMENT\n\n49\n\n\n\n\n\n\n\n EXHIBIT 1 TO THE JOINT CORP. FRANCHISE AGREEMENT\n\nFRANCHISE AGREEMENT EXPIRATION DATE PROJECTED FRANCHISING OPENING SCHEDULE 1-1 Expiration Date. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement will expire on _______________________________________. 1-2 Franchising Opening Schedule. In signing the foregoing Agreement to which this Exhibit 1 is attached, you acknowledge that: You have purchased the Franchise to which the Agreement corresponds as a The Joint Corp. Location Franchise. You will establish this Franchise as a Start-up Location. 2. You must open the Franchise mentioned above within a certain time period specified by us, the length of which depends upon the number of Franchises you have purchased and the number of these Franchises that you have developed and opened for business before developing and opening the Franchise to which the Agreement corresponds. 3. You must open the Franchise to which this Agreement corresponds within the following time period (the Opening Deadline), subject to the requirements of Paragraphs 3.3 and 3.6, and any other applicable provision of the Agreement: THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 1 - Expiration Date and Opening Schedule FRANCHISE AGREEMENT\n\n1\n\n\n\n\n\n\n\n EXHIBIT 2 TO THE JOINT CORP. FRANCHISE AGREEMENT OWNER'S GUARANTY AND ASSUMPTION OF OBLIGATIONS In consideration of, and as an inducement to, the execution of the Franchise Agreement, dated as of this _____ day of ____________________, 20__ (the Agreement), by and between The Joint Corp. (us) and (the Franchise Owner), each of the undersigned owners of the Franchise Owner and their respective spouses (you, for purposes of this Guaranty only), hereby personally and unconditionally agree to perform and keep during the terms of the Agreement, each and every covenant, obligation, payment, agreement, and undertaking on the part of Franchise Owner contained and set forth in the Agreement. Each of you agree that all provisions of the Agreement relating to the obligations of Franchise Owners, including, without limitation, the covenants of confidentiality and non-competition and other covenants set forth in the Agreement, shall be binding on you. Each of you waives (1) protest and notice of default, demand for payment or nonperformance of any obligations guaranteed by this Guaranty; (2) any right you may have to require that an action be brought against Franchise Owner or any other person as a condition of your liability; (3) all right to payment or reimbursement from, or subrogation against, the Franchise Owner which you may have arising out of your guaranty of the Franchise Owner's obligations; and (4) any and all other notices and legal or equitable defenses to which you may be entitled in your capacity as guarantor. Each of you consents and agrees that (1) your direct and immediate liability under this Guaranty shall be joint and several; (2) you will make any payment or render any performance required under the Agreement on demand if Franchise Owner fails or refuses to do so when required; (3) your liability will not be contingent or conditioned on our pursuit of any remedies against Franchise Owner or any other person; (4) your liability will not be diminished, relieved or otherwise affected by any extension of time, credit or other indulgence which we may from time to time grant to Franchise Owner or to any other person, including without limitation, the acceptance of any partial payment or performance, or the compromise or release of any claims; and (5) this Guaranty will continue and be irrevocable during the term of the Agreement and afterward for so long as the Franchise Owner has any obligations under the Agreement. If we are required to enforce this Guaranty in a judicial or arbitration proceeding, and prevail in such proceeding, we will be entitled to reimbursement of our costs and expenses, including, but not limited to, reasonable accountants', attorneys', attorneys' assistants', arbitrators' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses, whether incurred prior to, in preparation for or in contemplation of the filing of any such proceeding. If we are required to engage legal counsel in connection with any failure by you to comply with this Guaranty, you agree to reimburse us for any of the above-listed costs and expenses incurred by us. [Remainder of Page Left Intentionally Blank - Signature Page Follows] THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 2 - Owner's Guaranty and Assumption of Obligations FRANCHISE AGREEMENT\n\n1\n\n\n\n\n\n\n\n This Guaranty is now executed as of the Agreement Date. OWNER: OWNER'S SPOUSE: Name: Name: OWNER: OWNER'S SPOUSE: Name: Name: OWNER: OWNER'S SPOUSE: Name: Name: THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 2 - Owner's Guaranty and Assumption of Obligations FRANCHISE AGREEMENT\n\n2\n\n\n\n\n\n\n\n EXHIBIT 3 TO THE JOINT CORP. FRANCHISE AGREEMENT\n\nADDENDUM TO LEASE AGREEMENT This Addendum to Lease Agreement (this Addendum), is entered into effective on this ______ day of _______________, 20___, (the Effective Date) by and between __________________, a ________________________ (the Lessor), and __________________, a ________________________ (the Lessee) (each a Party and collectively, the Parties). RECITALS WHEREAS, the Parties hereto have entered into a certain Lease Agreement, dated on the ______ day of _______________, 20___ (the Agreement), and pertaining to the premises located at _____________________________ (the Premises); WHEREAS, Lessor acknowledges that Lessee intends to operate The Joint franchise from the Premises pursuant to a Franchise Agreement (the Franchise Agreement) with The Joint Corp. (Franchisor) under the name The Joint or other name designated by Franchisor (Franchised Business); and WHEREAS, the Parties now desire to amend the Lease Agreement in accordance with the terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth and each act done and to be done pursuant hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby represent, warrant, covenant and agree as follows: 1. Remodeling and Decor. The above recitals are hereby incorporated by reference. Lessor agrees that Lessee shall have the right to remodel, equip, paint and decorate the interior of the Premises and to display the proprietary marks and signs on the interior and exterior of the Premises as Lessee is reasonably required to do pursuant to the Franchise Agreement and any successor Franchise Agreement under which Lessee may operate a Franchised Business on the Premises. 2. Assignment. Lessee shall have the right to assign all of its right, title and interest in and to the Lease Agreement to Franchisor or its parent, subsidiary, or affiliate, (including another franchisee) at any time during the term of the Lease, including any extensions or renewals thereof, without first obtaining Lessor's consent, pursuant to the terms of the Collateral Assignment of Lease attached hereto as Exhibit A. However, no assignment shall be effective until such time as Franchisor or its designated affiliate gives Lessor written notice of its acceptance of the assignment, and nothing contained herein or in any other document shall constitute Franchisor or its designated subsidiary or affiliate a party to the Lease Agreement, or guarantor thereof, and shall not create any liability or obligation of Franchisor or its parent unless and until the Lease Agreement is assigned to, and accepted in writing by, Franchisor or its parent, subsidiary or affiliate. In the event of any assignment, Lessee shall remain liable under the terms of the Lease. Franchisor shall have the right to reassign the Lease to another franchisee without the Landlord's consent in accordance with Section 4(a). THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 3 - Addendum to Lease Agreement FRANCHISE AGREEMENT\n\n1\n\n\n\n\n\n\n\n 3. Default and Notice. (a) In the event there is a default or violation by Lessee under the terms of the Lease Agreement, Lessor shall give Lessee and Franchisor written notice of the default or violation within ten (10) days after Lessor receives knowledge of its occurrence. If Lessor gives Lessee a default notice, Lessor shall contemporaneously give Franchisor a copy of the notice. Franchisor shall have the right, but not the obligation, to cure the default. Franchisor will notify Lessor whether it intends to cure the default and take an automatic assignment of Lessee's interest as provided in Paragraph 4(a). Franchisor will have an additional fifteen (15) days from the expiration of Lessee's cure period in which it may exercise the option to cure, but is not obligated to cure the default or violation. (b) All notices to Franchisor shall be sent by registered or certified mail, postage prepaid, to the following address: The Joint Corp. 16767 N. Perimeter Dr., Suite 240 Scottsdale, AZ 85260 Attention: Chad Everts E-mail: [email protected] Franchisor may change its address for receiving notices by giving Lessor written notice of the new address. Lessor agrees that it will notify both Lessee and Franchisor of any change in Lessor's mailing address to which notices should be sent. (c) Following Franchisor's approval of the Lease Agreement, Lessee agrees not to terminate, or in any way alter or amend the same during the Initial Term of the Franchise Agreement or any Interim Period thereof without Franchisor's prior written consent, and any attempted termination, alteration or amendment shall be null and void and have no effect as to Franchisor's interests thereunder; and a clause to the effect shall be included in the Lease. THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 3 - Addendum to Lease Agreement FRANCHISE AGREEMENT\n\n2\n\n\n\n\n\n\n\n 4. Termination or Expiration. (a) Upon Lessee's default and failure to cure the default within the applicable cure period, if any, under either the Lease Agreement or the Franchise Agreement, Franchisor will, at its option, have the right, but not the obligation, to take an automatic assignment of Lessee's interest in the Lease Agreement and at any time thereafter to re-assign the Lease Agreement to a new franchisee without Lessor's consent and to be fully released from any and all liability to Lessor upon the reassignment, provided the franchisee agrees to assume Lessee's obligations and the Lease Agreement. Upon notice from Franchisor to Lessor requesting an automatic assignment, Lessor will, at the cost of Franchisor, take appropriate actions to secure the leased premises including but not limited changing the locks and granting Franchisor sole rights to the Premises. (b) Upon the expiration or termination of either the Lease Agreement or the Franchise Agreement (attached), Lessor will cooperate with and assist Franchisor in securing possession of the Premises and if Franchisor does not elect to take an assignment of the Lessee's interest, Lessor will allow Franchisor to enter the Premises, without being guilty of trespass and without incurring any liability to Lessor, to remove all signs, awnings, and all other items identifying the Premises as a Franchised Business and to make other modifications (such as repainting) as are reasonably necessary to protect The Joint marks and system, and to distinguish the Premises from a Franchised Business. In the event Franchisor exercises its option to purchase assets of Lessee or has rights to those through the terms and conditions any agreement between Lessee and Franchisor, Lessor shall permit Franchisor to remove all the assets being purchased by Franchisor. 5. Consideration; No Liability. (a) Lessor hereby acknowledges that the provisions of this Addendum are required pursuant to the Franchise Agreement under which Lessee plans to operate its business and Lessee would not lease the Premises without this Addendum. Lessor also hereby consents to the Collateral Assignment of Lease from Lessee to Franchisor as evidenced by Exhibit A. (b) Lessor further acknowledges that Lessee is not an agent or employee of Franchisor and Lessee has no authority or power to act for, or to create any liability on behalf of, or to in any way bind Franchisor or any affiliate of Franchisor, and that Lessor has entered into this Addendum with full understanding that it creates no duties, obligations or liabilities of or against Franchisor or any affiliate of Franchisor. THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 3 - Addendum to Lease Agreement FRANCHISE AGREEMENT\n\n3\n\n\n\n\n\n\n\n 6. Sales Reports. If requested by Franchisor, Lessor will provide Franchisor with whatever information Lessor has regarding Lessee's sales from its Franchised Business. 7. Amendments. No amendment or variation of the terms of the Lease or this Addendum shall be valid unless made in writing and signed by the Parties hereto. 8. Reaffirmation of Lease. Except as amended or modified herein, all of the terms, conditions and covenants of the Lease Agreement shall remain in full force and effect and are incorporated herein by reference and made a part of this Addendum as though copied herein in full. 9. Beneficiary. Lessor and Lessee expressly agree that Franchisor is a third party beneficiary of this Addendum. [Remainder of Page Left Intentionally Blank - Signature Page Follows] THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 3 - Addendum to Lease Agreement FRANCHISE AGREEMENT\n\n4\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, the Parties have duly executed this Addendum as of the Effective Date. LESSOR: LESSEE: _____________________________, _____________________________, a _____________________________ a _____________________________ By: By: Name: Name: Its: Its: THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 3 - Addendum to Lease Agreement FRANCHISE AGREEMENT\n\n5\n\n\n\n\n\n\n\n EXHIBIT A COLLATERAL ASSIGNMENT OF LEASE This COLLATERAL ASSIGNMENT OF LEASE (this Assignment) is entered into effective as of the ___ day of _____, 20___ (the Effective Date), the undersigned, __________________________________, (Assignor) hereby assigns, transfers and sets over unto The Joint Corp., a Delaware Corporation (Assignee) all of Assignor's right, title and interest as tenant, in, to and under that certain lease, a copy of w h i c h i s a t t a c h e d h e r e t o a s Exhib i t 1 ( t h e L e a s e A g r e e m e n t ) w i t h r e s p e c t t o t h e p r e m i s e s l o c a t e d a t _______________________________________________________________ (the Premises). This Assignment is for collateral purposes only and except as specified herein, Assignee shall have no liability or obligation of any kind whatsoever arising from or in connection with this Assignment unless Assignee shall take possession of the Premises demised by the Lease Agreement pursuant to the terms hereof and shall assume the obligations of Assignor thereunder. Assignor represents and warrants to Assignee that it has full power and authority to so assign the Lease Agreement and its interest therein and that Assignor has not previously, and is not obligated to, assign or transfer any of its interest in the Lease Agreement nor the Premises demised thereby. Upon a default by Assignor under the Lease Agreement or under that certain franchise agreement for The Joint between Assignee and Assignor (Franchise Agreement), or in the event of a default by Assignor under any document or instrument securing the Franchise Agreement, Assignee shall have the right and is hereby empowered to take possession of the Premises, expel Assignor therefrom, and, in the event, Assignor shall have no further right, title or interest in the Lease Agreement. Assignor agrees it will not suffer or permit any surrender, termination, amendment or modification of the Lease Agreement without the prior written consent of Assignee. Through the Initial Term of the Franchise Agreement and any Renewal Period thereof (as defined in the Franchise Agreement), Assignor agrees that it shall elect and exercise all options to extend the term of or renew the Lease Agreement not less than thirty (30) days before the last day that said option must be exercised, unless Assignee otherwise agrees in writing. Upon failure of Assignee to otherwise agree in writing, and upon failure of Assignor to so elect to extend or renew the Lease Agreement as stated herein, Assignor hereby irrevocably appoints Assignee as its true and lawful attorney-in-fact, which appointment is coupled with an interest, to exercise the extension or renewal options in the name, place and stead of Assignor for the sole purpose of effecting the extension or renewal. THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 3 - Addendum to Lease Agreement FRANCHISE AGREEMENT\n\n6\n\n\n\n\n\n\n\n IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Collateral Assignment of Lease as of the Effective Date. ASSIGNOR: ASSIGNEE: , THE JOINT CORP., a__________________________ a Delaware corporation By: By: Name: Name: Chad Everts Its: Its: VP Franchise Development THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 3 - Addendum to Lease Agreement FRANCHISE AGREEMENT\n\n7\n\n\n\n\n\n\n\n EXHIBIT 4 TO THE JOINT CORP. FRANCHISE AGREEMENT OWNERSHIP INTERESTS IN FRANCHISE OWNER 4-1. Full name and address of the owners of, and a description of the type of, all currently held Interests in Franchise Owner: 4-2. Minimum individual and aggregate Principal Owner ownership percentage required at all times during the term of this Agreement: 4-2.1 During the term of this Agreement, the Principal Owners together must have a controlling interest of no less than seventy-five percent (75%) of the equity, voting control and profits in the Franchise Owner. 4-2.2 Unless otherwise permitted, the required minimum ownership interest of each Principal Owner during the term of this Agreement is:\n\nName Ownership Percentage THE JOINT…THE CHIROPRACTIC PLACE™ Exhibit 4 - Ownership Interests in Franchise Owner FRANCHISE AGREEMENT\n\n1 \nQuestion: 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?\nSolution:", "role": "user" }, { "content": "Lessor and Lessee expressly agree that Franchisor is a third party beneficiary of this Addendum.", "role": "assistant" } ]

[ { "content": "See the multi-choice question below:\n\nSentence 1: There are good beaches, 10 golf courses within a 20-km (12-?­mile) radius of the town, and ample opportunities for tennis, horseback-riding, and windsurfing.\n\nSentence 2: You can find most outdoor activities within 12 miles but there are no beaches.\n\nIf the first sentence is true, then is the second sentence true?\nChoices: * yes; * it is not possible to tell; * no;", "role": "user" }, { "content": "no", "role": "assistant" } ]

[ { "content": "Q: In this task you will be given a string that only contains single digit numbers spelled out. The input string will not contain spaces between the different numbers. Your task is to return the number that the string spells out. The string will spell out each digit of the number for example '1726' will be 'oneseventwosix' instead of 'one thousand seven hundred six'.\nfourtwofoureightonefiveeightnine\nA:", "role": "user" }, { "content": "42481589", "role": "assistant" } ]

[ { "content": "Please answer the following question: Dan found three rattle snakes: one only had one rattle, the second snake had 4 rattles and the third snake had seven rattles on its tail. Which snake had more segments, the second or the third snake Dan found?\nAnswer:", "role": "user" }, { "content": "the third", "role": "assistant" } ]

[ { "content": "You will be given a definition of a task first, then some input of the task.\nIn this task, you will be given a short story. One sentence from the story is chosen. Consider the events that happen after that sentence. Is any of them directly caused by it, or is made possible by it? You should write your answer in the form \" A >causes/enables> B\". Try to use phrases and sentences from the story to compose your answer when possible. Do not change the main selected sentence in your answer.\n\nstory: Carey walked her dog in the dog park every day. Seeing all the dogs there gave her an idea. She decided to start a dog walking business. She put up fliers and knocked on doors of dog owners. Now Carey walks 9 dogs in the dog park every day.\n selected sentence: She put up fliers and knocked on doors of dog owners.\nOutput:", "role": "user" }, { "content": "Carey puts up flyers >Causes/Enables> People see the flyers", "role": "assistant" } ]

[ { "content": "A text is given in Marathi. Translate it from the Marathi language to the Urdu language. The translation must not omit or add information to the original sentence.\n\nफ) वन, वनीकरण आणि तंत्रज्ञानावरील संबंधित धोरणांना गती", "role": "user" }, { "content": "(cجنگلات کے تحفظ کو مستحکم کرنا اور جنگلات کی کٹائی کی روک تھام", "role": "assistant" } ]

[ { "content": "Teacher:In this task, you will be presented with a question having multiple possible answers in Chinese language. And you should choose a most suitable option out of \"A\", \"B\", \"C\", \"D\", and \"E\" based on your commonsense knowledge.\nTeacher: Now, understand the problem? Solve this instance: Question: 詹姆斯不知道该怎么办。 他觉得如果再进一步，就会破坏他和珍的关系，他不想这样做。 同时，他还斗志昂扬，推得更远可能会有什么好处？ \n Options: A 创办 B 破坏 C 产生 D 修理 E 构建 \nStudent:", "role": "user" }, { "content": "C", "role": "assistant" } ]

[ { "content": "Indicate if the following Polish tweet contains cyber-bullying content with 'Yes'; otherwise, respond with 'No'.\nQ: Tweet: @anonymized_account @anonymized_account Brakuje w tej wyliczance najważniejszego - Grzegorza Mielcarskiego :) , Question: Is the tweet free of any cyberbullying (harmful) content?\nA: ", "role": "user" }, { "content": "Yes", "role": "assistant" } ]

[ { "content": "You will be given a definition of a task first, then some input of the task.\nGiven a concept word, generate a hypernym for it. A hypernym is a superordinate, i.e., a word with a broad meaning constituting a category, that generalizes another word. For example, color is a hypernym of red. \n\nsieve\nOutput:", "role": "user" }, { "content": "artifact", "role": "assistant" } ]

[ { "content": "TASK DEFINITION: You are given a sentence and a question. You're expected to write the correct answer based on the sentence.\nPROBLEM: Sentence: Hercules is a giant of a man and on the disc tossing team for his school. Allison is a cheerleader. Question: Who can throw a disc further?\n\nSOLUTION: Hercules\n\nPROBLEM: Sentence: Juan is injured in a car accident, which necessitates a hospital stay where he is unable to maintain the strength in his arm. Juan notices that his throwing arm feels extremely frail compared to the level of strength it had when he was healthy. Question: If Juan decides to throw a ball with his friend, when will his throw travel less distance?\n\nSOLUTION: When Juan's arm is weak after the hospital stay\n\nPROBLEM: Sentence: Joe and Mike are walking down the same street at the same pace. Question: If Mike walks for one more hour than Joe, who travelled further?\n\nSOLUTION:", "role": "user" }, { "content": "Mike\n\n", "role": "assistant" } ]

[ { "content": "The lungs of mammals are unique in having alveoli . These are tiny, sac-like structures. Each alveolus is surrounded by a network of very small blood vessels (see Figure below ). Because there are millions of alveoli in each lung, they greatly increase the surface area for gas exchange between the lungs and bloodstream. Human lungs, for example, contain about 300 million alveoli. They give the lungs a total surface area for gas exchange of up to 90 square meters (968 square feet). That’s about as much surface area as one side of a volleyball court! Two six graders learned about the lives of animals. Lori learned more about fish, while Dan learned more about mammals. Which student learned more about alveoli?\nA:", "role": "user" }, { "content": "Dan", "role": "assistant" } ]

[ { "content": "location: grenoble cedex 9, france | closing on sep 30\n\nMake this proper case", "role": "user" }, { "content": "Location: Grenoble Cedex 9, France | Closing on Sep 30", "role": "assistant" } ]

[ { "content": "Q: In this task, you will be given two sentences separated by \"because\". You should decide whether the first sentence can be the result of the second sentence. If you can see a possible cause and effect relationship, answer with \"plausible\", otherwise answer with \"not plausible\".\nthe children knocked over a lamp because they thought they were safe\nA:", "role": "user" }, { "content": "not plausible", "role": "assistant" } ]

[ { "content": "A text is given in Marathi. Translate it from the Marathi language to the Urdu language. The translation must not omit or add information to the original sentence.\n\nQ: आसाममधल्या साडिया इथे देशातील सर्वाधिक लांबीच्या रस्ते पुलाचे, भूपेन हजारिका पुलाचे मे 2017 मध्ये राष्ट्रार्पण पंतप्रधानांच्या हस्ते झाले होते.\n\nA: وزیراعظم نے اس پل کی تعمیر سے وابستہ تمام تر افراد کی ستائش کی۔ انہوں نے کہا کہ مئی 2017 میں انہوں نے آسام میں بھوپین ہزاریکا برج کو بھی قوم کے نام وقف کیا تھا جو ملک کا سب سے لمبا سڑک پل ہے۔\n****\nQ: इन्स्टिट्यूट ऑफ इनोव्हेटिव्ह रिसर्च, टोकियो इन्स्टिट्यूट ऑफ टेक्नोलॉजी, जपान आणि सीएसआयआर यांच्यात सहकार्य करारावर ऑक्टोबर2018 मधे स्वाक्षऱ्या झाल्या.\n\nA: انسٹی ٹیوٹ آف اینوویشن ریسرچ، ٹوکیو انسٹی ٹیوٹ آف ٹیکنالوجی جاپان، اور سی ایس آئی آر بھارت کے درمیان تعاون کے ایک معاہدے پر اکتوبر 2018ء میں دستخط کئے گئے۔\n****\nQ: एकीकडे महान गणितज्ञ बोधायन, भास्कर, ब्रह्मगुप्त आणि आर्यभट्ट यांची परंपरा राहिली तर दुसरीकडे आरोग्य चिकित्सेमध्ये सुश्रुत आणि चरक आपल्या गौरवाचे स्थान आहेत.\n\nA:", "role": "user" }, { "content": "‘‘ایک بھول کرے نقصان، چھینے خوشیاں اور مسکان’’،\n****\n", "role": "assistant" } ]

[ { "content": "Given the rationale, provide a reasonable question and answer. Step-by-step reasoning process: Since 1 dozen is equal to 12, then Samuel has 2 x 12 = 24 doughnuts. While Cathy has 3 x 12 = 36. They both have 24 + 36 = 60 doughnuts together. There are 8 friends + 1 (Samuel) + 1 (Cathy) = 10 that will share the doughnuts. Thus, each of them will get 60 / 10 = 6 doughnuts.\n The question and answer:", "role": "user" }, { "content": "Samuel bought 2 dozen doughnuts and Cathy bought 3 dozen doughnuts. They planned to share the doughnuts evenly with their 8 other friends. How many doughnuts will each of them receive?\nThe answer is 6", "role": "assistant" } ]

[ { "content": "In this task, you are given two natural language statements with similar wording. You must choose the statement that makes less sense based on common sense knowledge. A '\n' separates the statements. Use \"first\" or \"second\" to indicate which sentence makes less sense.\nOne example is below.\nQ: A mosquito stings me\nI sting a mosquito\nA: second\nRationale: The second statement doesn't make sense.\nQ: The kid have to eat up the fork because his mom insist so\nThe kid have to eat up the broccoli because his mom insist so\nA:", "role": "user" }, { "content": "first", "role": "assistant" } ]

[ { "content": "You will be given a topic and an argument. Decide the argument's stance towards that topic. The argument's stance is in favor or against the topic. If the argument supports that topic, answer with \"in favor\"; otherwise, if the argument opposes the topic, answer with \"against\".\nQ: topic: Abortion\nargument: The Hippocratic oath forbids doctors from performing abortions\nA: ", "role": "user" }, { "content": "against", "role": "assistant" } ]

[ { "content": "Given the task definition and input, reply with output. The provided file includes inquiries about restaurants in Finnish, and we ask you to translate those to English language. Please bear in mind the following guidelines while doing the translation: 1) We are looking for the most naturally written and formal form of each sentence in your language. We are *NOT* looking for colloquial forms of the sentence. We are looking for formal form which is how you would type your queries in a text-based virtual assistant. 2) The words between quotation marks *SHOULD NOT* be translated. We expect you to keep those values intact and include the quotation marks around them as well. 3) The fully capitalized words like DATE_0, or DURATION_0 *SHOULD NOT* be translated. Please keep them as they are in the translations. 4) Please do not localize measurement units like miles to kilometers during your translation. miles should be translated to its equivalent in your language. 6) Note the input is all lowercased except for fully capitalized special placeholders (e.g. NUMBER, DATE, TIME). Please do the same in your translations.\n\nnäytä kaikki ravintolat, joilla on alle 1 tähteä.\n", "role": "user" }, { "content": "show all the restaurants below 1 stars .", "role": "assistant" } ]

[ { "content": "Given a sentence in Russian, generate a new Russian sentence by performing small changes on the sentence. Here, make sure that the changes are semantically related and syntactically similar to the input. And the generated sentence should have high commonsense plausibility, that is to have reasonable probability of it being true.\n\n[Q]: Вы скорее всего найдете котенка в споре с поставщиком.\n[A]: Вы, скорее всего, заполните DVD в постели с собакой.\n\n\n[Q]: Вы скорее всего найдете обезьяну в овоще.\n[A]: Вы рады посадить обезьяну в контейнер.\n\n\n[Q]: Вы, скорее всего, почувствуете запах сумки в самолёте.\n[A]:", "role": "user" }, { "content": "Вы скорее всего получите сумку на самолете.\n\n\n", "role": "assistant" } ]

[ { "content": "Instructions: In this task, you are given a conversation, and your task is to generate a summary from the information present in the given conversation. Generate a summary in such a way that the context should be present in the conversation. It should cover the complete context of the conversation. \nInput: Lisa: it was nice meeting your brother, Lisa: but could you please tell him not to call me lis?, Lisa: i hate it, Kevin: I DIDN'T KNOW THAT!!!, Kevin: i call you that all the time, Kevin: i'll cal you lisa from now on :-D \nOutput:", "role": "user" }, { "content": " Kevin agrees to not call Lisa Lis anymore as she hates it. ", "role": "assistant" } ]

[ { "content": "You are given two sentences(Sentence1 and Sentence2). Answer \"Yes\" if these sentences are a paraphrase of one another, otherwise answer \"No\".\n\nExample Input: Sentence1: However , EPA officials would not confirm the 20 percent figure ., Sentence2: Only in the past few weeks have officials settled on the 20 percent figure .\nExample Output: No\n\nExample Input: Sentence1: The official would not name the leakers for the record and said he had no indication that Mr Bush knew about the calls ., Sentence2: The official would not name the leakers for the record and would not name the journalists .\nExample Output: No\n\nExample Input: Sentence1: For the weekend , the top 12 movies grossed $ 157.1 million , up 52 percent from the same weekend a year earlier ., Sentence2: The overall box office soared , with the top 12 movies grossing $ 157.1 million , up 52 percent from a year ago .\nExample Output:", "role": "user" }, { "content": "Yes\n\n", "role": "assistant" } ]

[ { "content": "Given the task definition and input, reply with output. In this task, you will be presented with a context passage, a question about that paragraph, and a possible answer to that question. The task is to check the validity of the answer. Answer with \"Yes\" or \"No\".\n\n But I think it is certain that most of the early Christians understood these words of our Lord's ascension and coming again in glory. They believed that He was coming again in a very little while during their own life-time, in a few months or years, to make an end of the world and to judge the quick and the dead. And as they waited for His coming, one generation after another, and yet He did not come, a sadness fell upon them. Christ seemed to have left the world. The little while that He had promised to be away seemed to have become a very long while. Hundreds of years passed, and yet Christ did not come in glory. And, as I said, a sadness fell on all the Church. Surely, they said, this is the time of which Christ said we were to weep and lament till we saw Him again--this is the time of which He said that the bridegroom should be taken from us, and we should fast in those days. And they did fast, and weep, and lament; and their religion became a very sad and melancholy one--most sad in those who were most holy, and loved their Lord best, and longed most for His coming in glory. <sep>Who did sadness fall upon awaiting the coming of Christ?<sep>Early Hindus\n", "role": "user" }, { "content": "No", "role": "assistant" } ]

[ { "content": "Instructions: You are given a sentence in English. Your job is to translate the English sentence into Portugese.\nInput: And lots of little parades.\nOutput:", "role": "user" }, { "content": "E muitos desfiles militares. O meu avô costumava levar-me.", "role": "assistant" } ]

[ { "content": "TASK DEFINITION: In this task, you are given a part of an article. Your task is to generate headline (title) for this text. Preferred headlines are under fifteen words.\nPROBLEM: We consider linear models for stochastic dynamics. To any such model can be as-<lb>sociated a network (namely a directed graph) describing which degrees of freedom<lb>interact under the dynamics. We tackle the problem of learning such a network<lb>from observation of the system trajectory over a time interval T .<lb>We analyze the l1-regularized least squares algorithm and, in the setting in which<lb>the underlying network is sparse, we prove performance guarantees that are uni-<lb>form in the sampling rate as long as this is sufficiently high. This result substan-<lb>tiates the notion of a well defined ‘time complexity’ for the network inference<lb>problem. keywords: Gaussian processes, model selection and structure learning, graphical models, sparsity<lb>and feature selection.\n\nSOLUTION: Learning Networks of Stochastic Differential Equations\n\nPROBLEM: String Kernel (SK) techniques, especially those using gapped k-mers as features (gk), have obtained great success in classifying sequences like DNA, protein, and text. However, the state-of-the-art gk-SK runs extremely slow when we increase the dictionary size (⌃) or allow more number of mismatches (M). This is because current gk-SK uses a trie-based algorithm to calculate co-occurrence of mismatched substrings resulting in a time cost proportional to O(⌃ ). We propose a fast algorithm for calculating Gapped k-mer Kernel using Counting (GaKCo). GaKCo uses associative arrays to calculate the co-occurrence of substrings using cumulative counting. This algorithm is fast, scalable to larger ⌃ and M , and naturally parallelizable. We provide a rigorous asymptotic analysis that compares GaKCo with the state-of-the-art gk-SK. Theoretically, the time cost of GaKCo is independent of the ⌃ term that slows down the trie-based approach. Experimentally, we observe that GaKCo achieves the same accuracy as the state-of-the-art and outperforms its speed by factors of 2, 100, and 4, on classifying sequences of DNA (5 datasets), protein (12 datasets), and character-based English text (2 datasets), respectively .\n\nSOLUTION: GaKCo: a Fast Gapped k-mer string Kernel using Counting\n\nPROBLEM: With the recent proliferation of large-scale learning problems, there have been a lot of interest on distributed machine learning algorithms, particularly those that are based on stochastic gradient descent (SGD) and its variants. However, existing algorithms either suffer from slow convergence due to the inherent variance of stochastic gradients, or have a fast linear convergence rate but at the expense of poorer solution quality. In this paper, we combine their merits together by proposing a distributed asynchronous SGD-based algorithm with variance reduction. A constant learning rate can be used, and it is also guaranteed to converge linearly to the optimal solution. Experiments on the Google Cloud Computing Platform demonstrate that the proposed algorithm outperforms state-of-the-art distributed asynchronous algorithms in terms of both wall clock time and solution quality.\n\nSOLUTION:", "role": "user" }, { "content": "Fast Distributed Asynchronous SGD with Variance Reduction\n\n", "role": "assistant" } ]

[ { "content": "Answer the following question, but give the rationale first. Is watermelon safe for people with a tricarboxylic acid allergy?", "role": "user" }, { "content": "Tricarboxylic acid as an acid that manifests itself in fruits as citric acid. Citric acid can be found in citrus fruits such as oranges and lemon. Watermelon is not a citrus fruit. So the final answer is yes.", "role": "assistant" } ]

[ { "content": "Given the below context: Concurrently with designing churches and building railways, Sharpe was heavily involved in the civic life of Lancaster, particularly in pioneering sanitary reform. By political persuasion he was a Conservative, and in 1837 he joined the local Heart of Oak Club, the core of the Lancaster Conservative Association. He was elected a town councillor for Castle Ward in 1841, a post he held for ten years, and in 1843 was appointed the town council's representative on the local Police Commission. He was also a visitor to the national schools, and in November 1848 he was elected as mayor for year, at that time a position more like that of a \"chief magistrate\". Through these offices he became aware of the unsatisfactory state of sanitation in the town, and resolved to improve it. The town was overcrowded, it suffered from poor housing, open sewers, overflowing cesspits, and a very poor water supply, mainly from wells polluted by infiltration. Many people suffered from typhus, and in 1848 there was an outbreak of cholera. The Police Commission had been established in Lancaster in 1825 with a wider role than suggested by its title, including \"cleansing, lighting and watching\" the town. However, there was constant friction between the Police Commission and the Town Council, the former tending to block any necessary reforms on the grounds of cost to the ratepayers. The conflict was unresolved until the two bodies merged in 1849. The functions of the new body included the establishment of the first Lancaster Board of Health. Guess a valid title for it!\nThe answer to this question is:", "role": "user" }, { "content": "Edmund Sharpe", "role": "assistant" } ]

[ { "content": "TASK DEFINITION: A text is given in Marathi. Translate it from the Marathi language to the Telugu language. The translation must not omit or add information to the original sentence.\nPROBLEM: 2013 సంవ‌త్స‌రం నాటి వేగంతోనే మేము క‌దిలిన‌ట్ల‌యితే బ‌హిరంగ మ‌ల‌మూత్ర విస‌ర్జ ర‌హిత దేశం గా రూపుదిద్దుకునేందుకు లేదా దేశం లోని ప్ర‌తి ఒక్క ప్రాంతానికి విద్యుత్తు వ‌స‌తి క‌ల్పించేందుకు లేదా గ్రామీణ, ప‌ట్ట‌ణ ప్రాంతాల్లోని ప్ర‌తి ఒక్క మ‌హిళ‌కు ఎల్‌పిజి క‌నెక్ష‌న్ అందించేందుకు శ‌తాబ్దాల స‌మ‌యం ప‌ట్టేది.\n\nSOLUTION: - गेल्या चार वर्षात जी कामे झाली आहेत त्या कामांचा आपण जर आढावा घेतला तर तुम्हाला हे जाणून आश्चर्य वाटेल की देशाची गती काय आहे, प्रगती काय आहे, कोणत्या गतीने देश वाटचाल करत आहे.\n\nPROBLEM: ‘త్రిపుల్ త‌లాక్’ అనే క‌త్తి నిరంత‌రం త‌మ మెడ‌పై వేలాడుతోంద‌నే భ‌యం లోనే మ‌న ముస్లిం సోద‌రీమ‌ణులు, కుమార్తెలు జీవించ‌డం చూశాం.\n\nSOLUTION: तुम्ही पाहिले असेल आपल्या मुस्लीम मुली, आपल्या बहिणी त्यांच्या डोक्यावर तीन तलाकची टांगती तलवार लटकत होती.\n\nPROBLEM: పొరుగు వారి కే ప్రాధాన్యం ఇవ్వాలన్న తమ ప్రభుత్వ విధానాన్ని గౌరవ ప్రధాన మంత్రి మరోసారి గుర్తుకు తెస్తూ సామాజిక- ఆర్థిక అభివృద్ధి, ప్రజాస్వామిక, స్వతంత్ర సంస్థ ల పరిరక్షణ ప్రయత్నాలలో మాల్దీవ్స్ కు అన్ని రకాలుగాను సహాయాన్ని అందించగలమని ప్రధాన మంత్రి శ్రీ మోదీ గట్టి గా వక్కాణించారు.\n\nSOLUTION:", "role": "user" }, { "content": "शेजाऱ्यांचा प्रथम विचार या आपल्या सरकारच्या धोरणाची आठवण करून देतांना मालदीवच्या जनतेच्या सामाजिक आर्थिक विकासाच्या आकांक्षा पूर्ण करण्यासाठी आणि लोकशाही आणि स्वायत्त संस्थांच्या बळकटीसाठी मालदीवला भारताकडून सर्वतोपरी साहाय्य देण्याचा पुनरुच्चार पंतप्रधान मोदी यांनी केला.\n\n", "role": "assistant" } ]

[ { "content": "Q: In this task, you are given a sentence in the Bulgarian language and corresponding English translation of this sentence. Here, your job is to generate label \"yes\" if translation is right, otherwise generate label \"no\".\nBulgarian: Предаване на текстове, приети на настоящото заседание: вж. протоколи, English: Dates of forthcoming sittings : see Minutes\nA:", "role": "user" }, { "content": "no", "role": "assistant" } ]

[ { "content": "Answer the following question, but give the rationale first. Was Jackson Pollock straight edge?", "role": "user" }, { "content": "Jackson Pollock was a famous painter. Straight Edge is a punk inspired lifestyle who's adherents abstain from alcohol and drugs. Jackson Pollock was an alcoholic. Jackson Pollock died in a car crash while driving under the influence of alcohol. So the final answer is no.", "role": "assistant" } ]

[ { "content": "In this task, given a sentence in the English language, your task is to convert it into the Vietnamese language.\n\n[EX Q]: The research is reported in the journal Sleep Medicine Reviews.\n[EX A]: Nghiên cứu được đang báo trên tờ Sleep Medicine Reviews.\n\n[EX Q]: Plaintiffs argue that the government and health ministry did not act quickly enough after international organizations issued warnings in 1972 that asbestos could be a carcinogen.\n[EX A]: Các nguyên đơn lập luận rằng Chính phủ và Bộ Y tế đã không hành động kịp thời sau khi các tổ chức quốc tế đưa ra cảnh báo vào năm 1972 rằng Amiăng có thể là một chất gây ung thư.\n\n[EX Q]: American Bill Gates, co-founder of Microsoft Corp, is again listed in second place with US$56 billion while investor Warren Buffett of Berkshire Hathaway is third.\n[EX A]:", "role": "user" }, { "content": "Bill Gates, người Mỹ, đồng sáng lập Tập đoàn Microsoft, một lần nữa nằm ở vị trí thứ hai với 56 tỉ đôla trong khi nhà đầu tư Warren Buffet của Berkshire Hathaway giành vị trí thứ ba.\n\n", "role": "assistant" } ]

[ { "content": "Instructions: You are given a sentence in Spanish. Your job is to translate the Spanish sentence into Galician.\nInput: piensen en esta escena, cuando Sherlock está en Londres, entrando al taxi llevado por el asesino al que busca.\nOutput:", "role": "user" }, { "content": "Pensen nesta escena, cando Sherlock entra en Londres no taxi conducido polo asasino que está a buscar.", "role": "assistant" } ]

[ { "content": "Given the task definition, example input & output, solve the new input case.\nDetermine if the provided SQL statement properly addresses the given question. Output 1 if the SQL statement is correct and 0 otherwise. An SQL query works by selecting data from a table where certain conditions apply. A table contains columns where every row in that table must have a value for each column. Every table has a primary key that uniquely identifies each row, usually an id. To choose which columns are returned you specify that after the \"SELECT\" statement. Next, you use a \"FROM\" statement to specify what tables you want to select the data from. When you specify a table you can rename it with the \"AS\" statement. You can reference that table by whatever name follows the \"AS\" statement. If you want to select data from multiple tables you need to use the \"JOIN\" statement. This will join the tables together by pairing a row in one table with every row in the other table (Cartesian Product). To limit the number of rows returned you should use the \"ON\" statement. This will only return rows where the condition specified after the statement is true, this is usually an equals operator with primary keys. You can also use the \"WHERE\" statement to specify that only rows with column values statisfying a certain condition, should be returned. The \"GROUP BY\" statement will group rows together that have equal column values for whatever columns follows the statement. The \"HAVING\" statement will return groups that statisfy whatever condition follows the statement. Any column(s) being returned from grouped rows must either be an aggregate function, (AVG, MAX, COUNT, SUM, ...) of a column, or the column(s) that the data was grouped by. To sort the returned data you can use the \"ORDER BY\" command which will order the data by whatever aggregate function or column follows the statement. The \"DESC\" statement will sort in descending order and the \"ASC\" statement will sort in ascending order. Finally, you can use the \"LIMIT\" statement to return a certain number of rows. When \"*\" is used in an SQL statement every column is returned. For example, SELECT * FROM table WHERE attribute = 1, will select every column from rows with the attribute column equal to 1.\nExample: Query: SELECT DISTINCT ?x0 WHERE {\n?x0 a ns:people.person .\n?x0 ns:people.person.spouse_s/ns:people.marriage.spouse|ns:fictional_universe.fictional_character.married_to/ns:fictional_universe.marriage_of_fictional_characters.spouses ?x1 .\n?x1 ns:people.person.gender ns:m.05zppz .\n?x1 ns:people.person.spouse_s/ns:people.marriage.spouse|ns:fictional_universe.fictional_character.married_to/ns:fictional_universe.marriage_of_fictional_characters.spouses M2 .\nFILTER ( ?x0 != ?x1 ) .\nFILTER ( ?x1 != M2 )\n} Question: Who did M2 's male spouse marry\nOutput: 1\nQuery correctly extracts data for male spouse of M2\n\nNew input case for you: Query: SELECT DISTINCT ?x0 WHERE {\n?x0 a ns:people.person .\n?x0 ns:film.editor.film M1 .\n?x0 ns:film.editor.film M2 .\n?x0 ns:film.producer.films_executive_produced ?x1 .\n?x1 a ns:film.film .\n?x1 ns:film.film.edited_by ?x2 .\n?x1 ns:film.film.written_by ?x2 .\n?x2 a ns:film.editor\n} Question: What was executive produced , edited , directed , produced , and written by M0 's producer and costume designer\nOutput:", "role": "user" }, { "content": "0", "role": "assistant" } ]

[ { "content": "egypt 's civil aviation authority slaughtered thousands of french ducklings on sunday after it was ordered earlier this week to comply with a ban on imports of live birds and poultry products to keep out bird flu , an airport official said .\n\nWrite a brief summary in a sentence or less", "role": "user" }, { "content": "egypt enforces poultry ban slaughters french ducklings", "role": "assistant" } ]

[ { "content": "Q: A text is given in Malayalam. Translate it from the Malayalam language to the Telugu language. The translation must not omit or add information to the original sentence.\nചെറിയ വിമാനത്താവളങ്ങളും ഹെലിക്കോപ്റ്ററുകളും അടിയന്തര വൈദ്യസേവനങ്ങള്‍ക്ക് വിനിയോഗിക്കല്‍ ( എച്ച്ഇഎംഎസ്)\nA:", "role": "user" }, { "content": "(ii) హెలిపోర్టులు, హెలికాప్ట‌ర్ ఎమ‌ర్జెన్సీ మెడిక‌ల్ స‌ర్వీసులు (హెచ్ఇఎంఎస్‌)", "role": "assistant" } ]

[ { "content": "Detailed Instructions: This task is about translating a given French language sentence to English.\nQ: Des neurones spécifiques et des neurotransmetteurs, comme la noradrénaline, déclenchent un État défensif quand nous sentons que nos pensées doivent être protégés contre l'influence des autres.\nA:", "role": "user" }, { "content": "Specific neurons and neurotransmitters, such as norepinephrine, trigger a defensive state when we feel that our thoughts have to be protected from the influence of others.", "role": "assistant" } ]

[ { "content": "You will be given a definition of a task first, then some input of the task.\nGiven a sentence in German, provide an equivalent paraphrased translation in Japanese that retains the same meaning both through the translation and the paraphrase.\n\nSie arbeitete und lebte in Stuttgart, Berlin (Deutschland) und in Wien (Österreich).\nOutput:", "role": "user" }, { "content": "彼女はドイツ（シュトゥットガルト、ベルリン）とウィーン（オーストリア）で働いて住んでいました。", "role": "assistant" } ]

[ { "content": "instruction:\nYou are given a sentence in Italian. Your job is to translate the Italian sentence into Hebrew.\nquestion:\nAbbiamo aumentato la predisposizione delle persone nel mondo in cui analizzano l'informazione.\nanswer:\nגרמנו לאנשים להיות יותר מוטים באופן בו הם מעבדים מידע.\n\n\nquestion:\nE 'un vecchio esperimento ma ancora molto valido perché semplice, e dunque facile da raccontare.\nanswer:\nאז זהו ניסוי ישן, אבל הוא מצויין, כי הוא היה מאד פשוט, אז קל מאד לספר עליו.\n\n\nquestion:\nBello, eh? E ora penso: \"\" oh-oh \"\", e c'è un treno in arrivo mentre io sono lì a pensare che significa e grazie tante.\nanswer:\n", "role": "user" }, { "content": "נכון? ועכשיו אני חושב, או-או, והרכבת עומדת להגיע ואני מנסה להבין מה זה אומר, ותודה רבה.\n\n\n", "role": "assistant" } ]

[ { "content": "Given the task definition and input, reply with output. In this task, you are given a sentence in the English language from the various articles. Your task is to translate the given English sentence into the Yoruba language. Please bear in mind the following guidelines while doing the translation: 1) Generated output should have natural language and formal form. The output sentence should not be a colloquial form of the input sentence. The generated output should be in natural language which is how you would type your queries in a text-based virtual assistant. 2) The words between quotation marks *SHOULD NOT* be translated. The output should keep those values intact and include the quotation marks around them as well. 3) Numbers and fully capitalized words like SEPTEMBER, or 10 HOURS *SHOULD NOT* be translated. Keep them as they are in the translations. 4) Do not localize measurement units like miles to kilometers during your translation. 5) Note the input is in sentence case except for special placeholders. Do the same in your translations.\n\nIn his remark, Governor Babajide Sanwo-Olu who thanked residents for their support and solicited their continued support said very soon, a number would be released which resident can send complains about roads needing rehabilitation for quick response. Reiterating his administration’s zero tolerance on indiscriminate dumping of refuse and flouting of traffic rules the Governor said his administration will continue to call on residents to ensure the successful implementation of its policies.\n", "role": "user" }, { "content": "Nínú ọ̀rọ̀ Gómìnà Sanwó-Olú ló ti dúpẹ́ lọ́wọ́ àwọn olúgbé fún ìfọwọ́sopọ̀ wọn tó sì tún ṣe ìlérí pé láìpẹ́ ojú òpó kan máa tó jáde fún ará ìlú láti máa fi kàn sí ìjọba bákan náà lótún óní gẹ́gẹ́ bí ẹṣe mọ̀ pé ìjọba yìí kònífi àyè gba ìgbàkugbà fún àwọn tó ń dalẹ̀ sí ibi tí kòtọ́ àti àwọn tí wọn ń rú òfin ìrìnà gómìnà tún ní ìjọba òun kòní káàárẹ̀ láti rii pé àgbékalẹ̀ òfin àti àfojúsùn òun múnádóko.", "role": "assistant" } ]

[ { "content": "Detailed Instructions: Given a concept word, generate a hypernym for it. A hypernym is a superordinate, i.e. a word with a broad meaning constituting a category, that generalizes another word. For example, color is a hypernym of red.\nQ: god\nA:", "role": "user" }, { "content": "superior", "role": "assistant" } ]

[ { "content": "In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head is a part, portion, or makeup of the Tail or not. Classify your answers into \"Yes\" and \"No\". The phrase may also contain \"___\", a placeholder that can be an object, a person, and/or an action.\nOne example: Head: bed<sep>Tail: mattress\nSolution is here: Yes\nExplanation: This is a good example. The Head is made of the Tail.\n\nNow, solve this: Head: magazine<sep>Tail: feature\nSolution:", "role": "user" }, { "content": "Yes", "role": "assistant" } ]

[ { "content": "Toutefois, le secteur de la vente au détail informel, composé des épiciers indépendants des townships qui vendent des produits de base, a aussi une présence visible dans le marché.\n\nWhich language is this?", "role": "user" }, { "content": "French", "role": "assistant" } ]

[ { "content": "instruction:\nIn this task, you will be presented with a question having multiple possible answers in Italian language. And you should choose a most suitable option out of \"A\", \"B\", \"C\", \"D\", and \"E\" based on your commonsense knowledge.\nquestion:\nQuestion: Quale stadio è quello dove un tempo gli uomini combattevano con le lance? \n Options: A grande città B città universitaria C fare sport D roma E tenere concerto \nanswer:\nD\n\n\nquestion:\nQuestion: Danny amava il cibo, ma il cibo non lo ama. Se mangia quello che gli piace, cosa sviluppa spesso? \n Options: A aumento di peso B non affamato C digestione D gas E cataratte \nanswer:\nD\n\n\nquestion:\nQuestion: John viveva in una piccola isola circondata da H2O liquido fluente Dove potrebbe vivere? \n Options: A Giappone B hawaii C corpo idrico D Oceano Pacifico E fiume mississippi \nanswer:\n", "role": "user" }, { "content": "E\n\n\n", "role": "assistant" } ]

[ { "content": "In this task, given a sentence in the English language, your task is to convert it into the Japanese language.\n\nExample input: Test subjects will be administered either a placebo or PA-457 that will be taken in combination with the medication they already take.\nExample output: 被験者は、彼らがすでに服用している薬剤と一緒に偽薬またはPA-457を与えられる。\nExample explanation: The above sentence is correctly translated from English to Japanese.\nQ: Flight Safety Pty Ltd had been asked to carry out an independent investigation by an anonymous client after the March 2007 disaster, which occurred when the aircraft landed at excessive speed and shot off the end of the runway.\nA:", "role": "user" }, { "content": "飛行機が過剰なスピードで離陸し、滑走路の端にぶつかるという2007年3月の惨事以降、飛行安全社は、匿名のクライアントに独自の調査を実行することを要求された。", "role": "assistant" } ]

[ { "content": "Given the background description of some cooking related query, summarize the question into a title\n\nI had some eggs that were a couple weeks overdue and I used them in an off-the-shelf cake batter. I've had eggs that past due date before without issues but these were two weeks overdue and I thought they smelled a bit off but I couldn't be sure. Would anyone know if bad/old eggs in baking would make you sick? The eggs are cooked in the batter so I was hoping that they would still be ok.", "role": "user" }, { "content": "Bad eggs in baking?", "role": "assistant" } ]

[ { "content": "Given a comment text in Tamil, classify the comment into one of these categories (i) Hope speech, if it contains encouraging, positive or supportive contents about equality, diversity or inclusion, (ii) Not Hope Speech or (iii) Not in Expected Language, if the text is not Tamil.\n\nExample Input: Hi MG anna\nExample Output: Hope Speech\n\nExample Input: இனி Chinese products reviews சையும் தன் சேனலில் தம்பி அவா்கள் இனி செய்யமாட்டா் அறிவிக்கிறாா்...\nExample Output: Hope Speech\n\nExample Input: super bro ...\nExample Output:", "role": "user" }, { "content": "Not in Expected Language\n\n", "role": "assistant" } ]

[ { "content": "Answer the following question: Sasha made a New Year's resolution to get in better shape. Given that the answer to a question is \"proud of themselves\", what is the question?\nAnswer:", "role": "user" }, { "content": "How would Sasha feel afterwards?", "role": "assistant" } ]

[ { "content": "Given a sentence in Japanese, provide an equivalent paraphrased translation in German that retains the same meaning both through the translation and the paraphrase.\nOne example: 1975 - 76年のNBAシーズンは、全米バスケットボール協会の30番目のシーズンでした。\nSolution is here: Die Saison 1975 - 76 der National Basketball Association war die 30. Saison der NBA.\nExplanation: This is a correct and accurate translation from Japanese to German because the translated paraphrase retains the main message that between the years 1975-1976, the 30th NBA season occurred.\n\nNow, solve this: ブリッグスはその後1967年にラヴィ・シャンカーも出演していたモントレーポップ・フェスティバルで、エリック・バードンとザ・アニマルズとブリッグスに出会いました。\nSolution:", "role": "user" }, { "content": "Briggs traf Briggs später beim Monterey Pop Festival von 1967, wo Ravi Shankar auch mit Eric Burdon und The Animals auftrat.", "role": "assistant" } ]

[ { "content": "TASK DEFINITION: In this task, your goal is to judge a correct answer to a given question based on an associated paragraph and decide if it is a good correct answer or not. A good correct answer is one that correctly and completely answers the question. A bad correct answer addresses the question only partially or incorrectly. If you think the given correct answer is good, indicate it by responding \"Yes\". Otherwise, respond \"No\". There are only two types of responses possible: \"Yes\" and \"No\".\nPROBLEM: Paragraph- Sent 1: The story line of the film is the escapades of a cricket crazy kid , all of eight years and his father , a cop .\nSent 2: Antony Simon is a crime branch CI , but prefers to spend his time fooling around with his son Aadi .\nSent 3: And being a Crime Branch police officer , his rather laid-back attitude is not appreciated by his peers and superiors .\nSent 4: Richa Pallod portrays his wife who finds this irritating .\nSent 5: The father-son duo becomes friends with the famous national cricketer Sreesanth when they save him from some street fight .\nSent 6: Once while the father-son duo was out for shopping , Adhi saw a man with the gun and screams at his father .\nSent 7: Simon turns back and shoots him but he kills the wrong person .\nSent 8: Simon now faces murder charges and is suspended from duty .\nSent 9: Later that day , Aadhi is found missing .\nSent 10: Simon being a cop , the entire police force in the district is in search .\nSent 11: They find that the one who was killed by Simon was part of the gang who were trying to get Sreesanth into a match-fixing deal and now they are trying to get revenge on Simon for killing one of their gang members .\nSent 12: The rest of the film is how Simon fights the gang and gets his kid back from them . \nQuestion: what is the age of the son of crime branch CI? \nCorrect Answer: 8.\n\nSOLUTION: No.\n\nPROBLEM: Paragraph- Sent 1: Callimaco is taken by the beauty of Lucrezia , but she is the loyal wife of Nicia , a rich and foolish lawyer .\nSent 2: Callimaco hires the service of a shady ` fixer ' named Ligurio to aid in his quest to sleep with her .\nSent 3: Lgurio informs Callimaco that Nicia and Lucrezia are anxious to have a child .\nSent 4: With the fixer 's help , .\nSent 5: Callimaco masquerades as a doctor and convinces Nicia that the best way for Lucrezia to conceive a child is by her taking a potion made from the Mandrake Root .\nSent 6: He lies and warns Nicia that the first man to sleep with Lucrezia after she has taken the potion will die within eight days .\nSent 7: Together they devise a plan to kidnap a stranger to sleep with Lucrezia and draw out the poison .\nSent 8: Callimaco then disguises himself and arranges to be the one who is kidnapped .\nSent 9: Lucrezia is an honorable woman and does not at first agree to meet with the stranger .\nSent 10: Nicia gets both Lucrezia 's mother , a woman of ill repute , and her confessor Brother Timoteo , a priest of low morals , to aid in convincing Lucrezia of the necessity of the plan .\nSent 11: After finally sleeping with Lucrezia , Callimaco confesses everything .\nSent 12: Lucrezia gives thought to the duplicity of her husband , her mother , and her confessor , and decides that she now wants Callimaco as a lover forever .\nSent 13: Callimaco gets what he had desired and everyone else continues to believe that each had outwitted the others . \nQuestion: What is the role of Callimaco in this play? \nCorrect Answer: kipnapped man.\n\nSOLUTION: Yes.\n\nPROBLEM: Paragraph- Sent 1: Convicted murderer Seth Baxter awakens chained to a table beneath a pendulum blade .\nSent 2: A videotape informs him that crushing his hands between the presses will release him ; he does so , but the blade still swings down and violently cuts him in half , while someone watches through a hole in the wall .\nSent 3: The scene cuts to Agent Peter Strahm , who kills Jeff Denlon in self-defense and is sealed in the sickroom .\nSent 4: He finds a hidden passage with a tape recorder that warns him to stay in the sickroom , but ignores it .\nSent 5: He is attacked by a pig-masked figure in the passage and awakens with his head sealed in a box slowly filling with water , which he survives by performing a tracheotomy using a pen .\nSent 6: Outside the plant , Detective Mark Hoffman delivers Corbett Denlon to the police and claims they are the only survivors , and is shocked when Strahm is brought out alive as well .\nSent 7: Jill Tuck is met by John Kramer 's attorney , who is administering his will .\nSent 8: She is left a box and a videotape , in which John stresses the importance of the box 's contents .\nSent 9: She opens it with a key hung around her neck and then leaves without disclosing its contents .\nSent 10: In a memorial service held for David Tapp , Steven Sing , Allison Kerry , Eric Matthews , and Daniel Rigg , the five officers killed in action , Hoffman is promoted to detective lieutenant .\nSent 11: He is informed of the death of Agent Lindsey Perez while taking Strahm 's phone and goes to the hospital to meet Strahm , who says that Hoffman 's name was Perez 's last words . \nQuestion: Whose death was Hoffman informed of? \nCorrect Answer: Lindsey Perez.\n\nSOLUTION:", "role": "user" }, { "content": "Yes.\n\n", "role": "assistant" } ]

[ { "content": "Instructions: In this task you are expected to fix an SQL query based on feedback. You will be given an SQL statement and an English description with what is wrong about that SQL statement. You must correct the SQL statement based off of the feedback. An SQL query works by selecting data from a table where certain conditions apply. A table contains columns where every row in that table must have a value for each column. Every table has a primary key that uniquely identifies each row, usually an id. To choose which columns are returned you specify that after the \"SELECT\" statement. Next, you use a \"FROM\" statement to specify what tables you want to select the data from. When you specify a table you can rename it with the \"AS\" statement. You can reference that table by whatever name follows the \"AS\" statement. If you want to select data from multiple tables you need to use the \"JOIN\" statement. This will join the tables together by pairing a row in one table with every row in the other table (Cartesian Product). To limit the number of rows returned you should use the \"ON\" statement. This will only return rows where the condition specified after the statement is true, this is usually an equals operator with primary keys. You can also use the \"WHERE\" statement to specify that only rows with column values statisfying a certain condition, should be returned. The \"GROUP BY\" statement will group rows together that have equal column values for whatever columns follows the statement. The \"HAVING\" statement will return groups that statisfy whatever condition follows the statement. Any column(s) being returned from grouped rows must either be an aggregate function, (AVG, MAX, COUNT, SUM, ...) of a column, or the column(s) that the data was grouped by. To sort the returned data you can use the \"ORDER BY\" command which will order the data by whatever aggregate function or column follows the statement. The \"DESC\" statement will sort in descending order and the \"ASC\" statement will sort in ascending order. Finally, you can use the \"LIMIT\" statement to return a certain number of rows. When \"*\" is used in an SQL statement every column is returned. For example, SELECT * FROM table WHERE attribute = 1, will select every column from rows with the attribute column equal to 1. \nInput: SQL: SELECT email_address , phone_number FROM Staff EXCEPT SELECT email_address , phone_number FROM Staff\nFeedback: Change staff table with customers table and make sure customer have registered a complaint In step 2.\nOutput:", "role": "user" }, { "content": "SELECT email_address , phone_number FROM customers WHERE customer_id NOT IN (SELECT customer_id FROM complaints)", "role": "assistant" } ]

[ { "content": "In this task, you're given a context, a sentence, and a character. The sentence describes an action or job of the given character. Also, the context provides more information about the sentence or the character. Your task is to write the character's motivation by doing a specific job, which is given in the sentence. You can use context to find the motivation; however, all the inputs do not provide context. Also, in some inputs, there can be zero motivation; output, 'None' in this case.\n\nExample input: Context: Jake was frustrated from work. \n Sentence: He decided to go for a walk at night. \n Character: Jack\nExample output: to have fun\nExample explanation: Jack was frustrated from work; so, little walk at night can refresh his mood and he can have fun.\nQ: Context: None \n Sentence: Bill was looking forward to a quiet weekend at home. \n Character: Bill\nA:", "role": "user" }, { "content": "to relax alone", "role": "assistant" } ]

[ { "content": "In this task, you will be given a debate topic, along with a sentence from the debate. You should classify the given sentence and choose the type of that sentence. Possible types are explained below.\nPolicy: This refers to a sentence proposing a specific course of action to be taken. It typically contains modal verbs like \"should\" and \"ought to\". It cannot be directly proved with objective evidence, and a proper type of support is a logical reason from which the proposition can be inferred.\nValue: This refers to a sentence containing value judgments without making specific claims about what should be done (If so, then it is a Policy sentence.). Because of the subjectivity of value judgments, it cannot be proved directly with objective evidence.\nFact: This refers to an objective proposition expressing or dealing with facts or conditions as perceived without distortion by personal feelings, prejudices, or interpretations. A Fact sentence has a truth value that can be verified with objective evidence that may be available at the time the claim is made; predictions about future are considered unverifiable.\nTestimony: This refers to an objective sentence about the author's personal state or experience. Evidence for Testimony is not publicly available in most cases.\n\ntopic: The Reason why Christianity is Looked Down Upon...\nsentence: Therefore, if Christians can't prove the Christian theories to be true, then no Atheists would be willing to convert.", "role": "user" }, { "content": "Value", "role": "assistant" } ]

[ { "content": "Given the task definition and input, reply with output. The provided file includes inquiries about restaurants in Polish, and we ask you to translate those to English language. Please bear in mind the following guidelines while doing the translation: 1) We are looking for the most naturally written and formal form of each sentence in your language. We are *NOT* looking for colloquial forms of the sentence. We are looking for formal form which is how you would type your queries in a text-based virtual assistant. 2) The words between quotation marks *SHOULD NOT* be translated. We expect you to keep those values intact and include the quotation marks around them as well. 3) The fully capitalized words like DATE_0, or DURATION_0 *SHOULD NOT* be translated. Please keep them as they are in the translations. 4) Please do not localize measurement units like miles to kilometers during your translation. miles should be translated to its equivalent in your language. 6) Note the input is all lowercased except for fully capitalized special placeholders (e.g. NUMBER, DATE, TIME). Please do the same in your translations.\n\npokaż mi oceny napisane przez \" amy \".\n", "role": "user" }, { "content": "show me reviews written by \" amy \" .", "role": "assistant" } ]

[ { "content": "Detailed Instructions: Given a sentence in Tagalog language, translate the sentence to English language keeping the meaning of the original sentence intact.\nProblem:Tagalog sentence: Gayunpaman, ibinahagi ni Villanueva na ang mga benepisyaryo ay dapat pa ring tumulong at suportahan ang mga misyon ng Tzu Chi.\nSolution:", "role": "user" }, { "content": "But even as is, Villanueva shares that beneficiaries should instil mutual help and support Tzu Chi’s endeavours.", "role": "assistant" } ]

[ { "content": "Instructions: In this task, you will be presented with a question having multiple possible answers in Dutch language. And you should choose a most suitable option out of \"A\", \"B\", \"C\", \"D\", and \"E\" based on your commonsense knowledge.\nInput: Question: Als iemand nieuwe dingen ziet in een positieve omgeving, wat voelt hij dan? \n Options: A angst B nieuwsgierigheid C zich afvragen D opwinding E woede \nOutput:", "role": "user" }, { "content": "D", "role": "assistant" } ]

[ { "content": "Banktransfertothefollowingaccount:\nGenerate a sentence using the above characters:", "role": "user" }, { "content": "Bank transfer to the following account:", "role": "assistant" } ]

[ { "content": "Detailed Instructions: This task is to translate the English language Input to Telugu Language Output\nSee one example below:\nProblem: I am very happy\nSolution: స్నేను చాలా సంతోషంగా ఉన్నాను\nExplanation: The translation is correct with meaning of the sentence not being impacted.\n\nProblem: Some alternative scientists have recently stated that a \"technologically\" advanced civilization has flourished in the distant past. These scientists make a mistake in projecting the spirit of their time into the distant past, rather than paying attention to what the old were trying to tell us. Plato describes the Golden Age as \"spiritually\" advanced civilization, not \"technically\" advanced. The demise of this civilization occurred because the Atlanteans had ceased to identify with their \"divine\" nature.\nSolution:", "role": "user" }, { "content": "కొంతమంది ప్రత్యామ్నాయ శాస్త్రవేత్తలు ఇటీవల \"సాంకేతికంగా\" అభివృద్ధి చెందిన నాగరికత సుదూర కాలంలో అభివృద్ధి చెందిందని పేర్కొన్నారు. ఈ శాస్త్రవేత్తలు పాతవారు మనకు చెప్పడానికి ప్రయత్నిస్తున్న వాటిపై శ్రద్ధ చూపకుండా, వారి కాలపు ఆత్మను సుదూర గతం లోకి చూపించడంలో తప్పు చేస్తారు. ప్లేటో స్వర్ణయుగాన్ని \"ఆధ్యాత్మికంగా\" అధునాతన నాగరికతగా అభివర్ణించాడు, \"సాంకేతికంగా\" అభివృద్ధి చెందలేదు. ఈ నాగరికత యొక్క మరణం సంభవించింది ఎందుకంటే అట్లాంటియన్లు వారి \"దైవిక\" స్వభావంతో గుర్తించడం మానేశారు.", "role": "assistant" } ]

[ { "content": "Q: Two analogies that relate places/locations to the associated travel mode is given in the form \"A : B. C : ?\". \"A : B\" relates place A to travel mode B. Your task is to replace the question mark (?) with the appropriate travel mode for the given place C, following the \"A : B\" relation.\nairport : car. theater : ?\nA:", "role": "user" }, { "content": "car", "role": "assistant" } ]

[ { "content": "In this task you need to indicate the plausibility of reasoning for the pronoun coreference relations. Each of the provided inputs contains a sentence with a target pronoun and a sentence that justifies which noun phrase the pronoun refers to. Correct reasons do not need to use all the knowledge from the sentence. The resolution of the pronoun coreference relations typically involve one or multiple following knowledge types about commonsense: First: 'Property', the knowledge about property of objects (e.g., ice is cold). Second: 'Object', the knowledge about objects (e.g., cats have ears). Third: 'Eventuality', the knowledge about eventuality (e.g., 'wake up' happens before 'open eyes'). Forth: 'Spatial', the knowledge about spatial position (e.g., object at the back can be blocked). Fifth: 'Quantity', the knowledge about numbers (e.g., 2 is smaller than 10). Sixth: all other knowledge if above ones are not suitable. You should answer 'Correct' if the reasoning made sense, otherwise, you should answer 'Wrong'.\n\nExample Input: Sentence: Ann asked Mary what time the library closes, but she had forgotten.\n Reason: The 'she' refers to mary because she had forgotten Ann asked Mary what time the library closes. \n Question: Is the above reasoning correct or wrong? \nExample Output: Correct\n\nExample Input: Sentence: Many people start to read Paul's books and can't put them down. They are gripped because Paul writes so well.\n Reason: The 'They' refers to people because he spends a lot of time in his writings telling the story of Israel. \n Question: Is the above reasoning correct or wrong? \nExample Output: Wrong\n\nExample Input: Sentence: The foxes are getting in at night and attacking the chickens. I shall have to kill them .\n Reason: The 'them' refers to the foxes because I think i kill the foxes because at night and attacking the chickens. \n Question: Is the above reasoning correct or wrong? \nExample Output:", "role": "user" }, { "content": "Correct\n\n", "role": "assistant" } ]

[ { "content": "Part 1. Definition\nA text is given in Panjabi. Translate it from the Panjabi language to the Tamil language. The translation must not omit or add information to the original sentence.\nPart 2. Example\nਸਾਡੇ ਇੱਕ ਪੁਰਾਤਨ ਗਰੰਥ ਅਥਰਵਵੇਦ ਵਿੱਚ ਕਿਹਾ ਗਿਆ ਹੈ\nAnswer: எமது பண்டைய கிரந்தணிப்பு\nExplanation: Correct translation for given sentence. Input sentence means 'Our Ancient Granth is described in Atheravewaid' which is the same as the output sentence.\nPart 3. Exercise\nਜਿਨ੍ਹਾਂ ਨੇ ਰਾਸ਼ਟਰ ਨੂੰ ਲੁੱਟਿਆ ਅਤੇ ਗਰੀਬਾਂ ਨੂੰ ਲੁੱਟਿਆ ਉਹ ਅੱਜ ਸ਼ਾਂਤੀ ਨਾਲ ਸੌਣ ਦੇ ਕਾਬਲ ਵੀ ਨਹੀਂ ਹਨ।\nAnswer:", "role": "user" }, { "content": "நம் நாட்டில் பெரியது அல்லது சிறியது என்று எதுவும் இல்லை.", "role": "assistant" } ]

[ { "content": "Detailed Instructions: In this task, you are given a sentence in the english language. Here, your job is to convert english sentence into the bulgarian language.\nSee one example below:\nProblem: Membership of Parliament: see Minutes\nSolution: Състав на Парламента: вж. протоколи\nExplanation: English sentence is converted into bulgarian sentence.\n\nProblem: Mobile satellite services (MSS) (\nSolution:", "role": "user" }, { "content": "Подбор и издаване на разрешителни за системите, предоставящи мобилни спътникови услуги (МСУ) (", "role": "assistant" } ]

[ { "content": "Detailed Instructions: Given a paragraph and a claim, classify it this way: If the claim contradicts the evidence present in the paragraph, classify the claim as '0'. If the claim has multiple supporting *AND* contradicting evidences, classify the claim as '1'. If the claim has supporting evidence and the paragraph is in overall favor of the claim, then classify the claim as '2'.\nQ: Paragraph: There was no discussion of class costs. How much do yoga classes – several times a week – cost? The story provided much discussion about the impact of the yoga on levels of ‘oxidative stress’. Besides the fact that the link between oxidative stress and disease is tenuous at best, the story reported that those in the yoga group had a 20% reduction in oxidative stress when the study results showed that they had a 20% reduction in one marker of oxidative stress but at the same time showed reductions in two pathways form managing oxidative stress – which could be interpreted as increasing their risk from oxidative stress. Even the weight loss was not really quantified (the writer mentioned “a handful of pounds” lost). This does not actually address what is known about any potential harms of the type of yoga reported on. The story could have mentioned that the study mentioned that there were no adverse events reported during the 3 months of yoga classes but that about 5% of those assigned to the yoga classes dropped out and were not included in the final analysis. The story did not provide sufficient details for readers to evaluate how the study results might apply to them. And the story included only hand picked pieces of information from the study. While it is potentially exciting that the change in body weight between the groups was statistically different at 3 months, the magnitude of that change is not clinically significant. The story also didn’t explain what measures of oxidative stress were used. The story did not engage in overt disease-mongering. The story did not quote any independent sources. There was no discusion about how adding other lifestyle changes in addition to the other management strategies in place affect the health of those with type II diabetes. For example, prior studies have examined the benefits of regular light exercise. A discussion of exercise alternatives and their relative benefits would have helped the readers judge the benefit of yoga in context. The story indicated that gentle yoga classes might be found in hospitals and local community settings. The story didn’t give any context about prior reports examining the potential for people with type II diabetes to benefit from participation in regular series of yoga classes. We can’t be sure of the extent to which the story relied on a news release. We do know that it quoted only a single source – the lead researcher. Claim: Yoga shows some benefit for diabetes\nA:", "role": "user" }, { "content": "0", "role": "assistant" } ]

[ { "content": "Definition: Write a fact related to the given fact, based on the given topic word. Note that, your fact should have at least one word in common with the given fact. All facts in this task refer to scientific facts. Your related fact must form a chain with the given fact. Chains form when two facts connect together to produce the third fact. An example of a chain is: \"pesticides cause pollution\" (given fact) + \"pollution can harm animals\" (related fact) → \"pesticides can harm animals\" (connected chain). Avoid creating simple paraphrases of the given fact. While your generated fact should be related to the input fact, they must describe slightly different scientific phenomena. It's okay if your related fact includes some irrelevant information, provided that it has some overlap with the given fact and it contains some words corresponding to the provided topic.\nInput: Fact: completing a circuit causes electricity to flow through that circuit. \nTopic: electricity can shock people.\nOutput:", "role": "user" }, { "content": "Electricity can give the opener a shock.", "role": "assistant" } ]