FLIPPING LMS

9.6.1 Reporting ROYALTY. FRANCHISEE shall accurately report the total ROYALTY that SHOPPE COMPANY became entitled to receive at the same time that FRANCHISEE must report its GROSS SALES under Section 9.4, and for the same reporting period. 9.6.2 When Due. Unless SHOPPE COMPANY establishes a different due date under Section 9.6.3, ROYALTY payments are due at the same time FRANCHISEE report its GROSS SALES under Section 9.4. 9.6.3 ROYALTY Payments SHOPPE COMPANY may from time to time modify the requirements and system for payment and collection of the ROYALTY. By way of example, but not limitation: (a) SHOPPE COMPANY may periodically invoice FRANCHISEE for the ROYALTY due, taking into account any prepayment made under Section 9.6.4, in which case the ROYALTY will not be delinquent as long as it is paid in accordance with the terms of the respective invoice; provided however that in the event FRANCHISEE fails to timely pay the ROYALTY invoiced, or fails to timely report GROSS SALES, thus impeding the ROYALTY invoicing process, then FRANCHISEE shall be deemed to have failed to timely pay the ROYALTY as of when FRANCHISEE was required to report its related GROSS SALES. (b) SHOPPE COMPANY may direct FRANCHISEE to pay the ROYALTY at the same time that FRANCHISEE must report the ROYALTY payable to SHOPPE COMPANY under Section 9.6.1. (c) SHOPPE COMPANY may automatically deduct the ROYALTY from a financial account maintained by FRANCHISEE, using an electronic funds transfer ("EFT") process in accordance with Section 9.9. 9.6.4 Prepayment of ROYALTY. SHOPPE COMPANY may require FRANCHISEE to prepay the ROYALTY when FRANCHISEE purchases HAAGEN-DAZS® PRODUCTS, using a formula identical to that used to calculate the royalty paid by other SYSTEM franchisees, or some other formula determined by SHOPPE COMPANY to reasonably approximate the ROYALTY that FRANCHISEE must pay. 9.6.5 Treatment of Overpayments. SHOPPE COMPANY will periodically, and no less often than quarterly, reconcile amounts it became entitled to receive from FRANCHISEE for the ROYALTY, with the ROYALTY prepayments made by FRANCHISEE under Section 9.6.4. If a reconciliation under this Section 9.6.5 establishes that FRANCHISEE overpaid the ROYALTY due for the period reconciled, then SHOPPE COMPANY will at its option issue a payment or credit to FRANCHISEE in the amount of the overpayment. In the case of a credit, the credit may be used toward amounts due or that become due to SHOPPE COMPANY or its affiliates, as determined by SHOPPE COMPANY. SHOPPE COMPANY shall have the absolute right to

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