Lil' Kickers

9040 Willows Road NE, Suite 101 Redmond, Washington 98052

[email protected]

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Lil’ Kickers Inc., a Washington corporation formerly known as Lil’ Kickers LLC, was formed on October 29, 2007 to offer Lil’ Kickers franchises. Their principal business address is 9040 Willows Road NE, Suite 102, Redmond, WA 98052. They have offered franchises since June 16, 2008.

Lil' Kickers Programs operate a soccer training program for children varying in age from 1 through 12 years. The program is based on child development principles and includes soccer classes, clinics, camps, parties, and other events. Lil' Kickers Programs also participate in advertising, marketing, and information systems, and quality standards designed and implemented by us or our affiliates. We have developed all of these as part of the operating system (the “System”), which you may be granted a franchise to use. We refer to the Lil' Kickers Program that you will operate as the “Franchised Business.” You will operate the Franchised Business under a license to use our System, know-how, and trademarks. You will sign a franchise agreement with us (the “Franchise Agreement”). The Franchise Agreement is attached to this disclosure document as Exhibit C. The Franchise Agreement gives you the right to establish and operate the Franchised Business at one specific and permanent location, which is usually your indoor sports arena but may be another acceptable location. We refer to each Lil' Kickers Program as a “traditional” Lil' Kickers Program, unless it is located in a small market and operates as a Micro Lil' Kickers Program (see next paragraph). If your Franchised Business is a traditional Lil' Kickers Program, you are also granted the right to operate off-site programs within your limited territory. If your Franchised Business will be located (i) within a city or township with a population of less than 100,000, (ii) in a facility with less than 25,000 square feet of total floor space, or (iii) in a market whose other demographics or characteristics may not, as determined in our sole discretion, support a traditional Lil' Kickers Program, we may offer you a smaller-scale franchise referred to as a “Micro” Lil' Kickers Program. The decision of whether to offer you a Micro Lil' Kickers Program instead of a traditional Lil' Kickers Program is completely in our discretion. If you sign a Franchise Agreement for a Micro Lil' Kickers Program, you will sign (in addition to our standard Franchise Agreement) the Addendum for Micro Lil' Kickers Program (attached as Exhibit F). Micro Lil' Kickers Programs have no protected area (unlike “traditional” Lil' Kickers Programs), a lower initial franchise fee, and a smaller marketing requirement. If you operate a Micro Lil' Kickers Program, we may during the term of your franchise agreement, in our sole discretion, offer you the option to convert to a traditional Lil' Kickers Program. In order to convert you are required to meet several conditions stated in the Addendum for Micro Lil' Kickers Program, including signing a new, then-current franchise agreement, and paying us the difference between the new initial franchisee fee and the initial $8,000 franchise fee you already paid. If we offer you the option to convert to a traditional Lil' Kickers Program, we will provide you with our then-current franchise disclosure document and the disclosures in that disclosure document will apply to your converted Franchised Business (see Item 12 for more information on Exclusive Areas and Nonexclusive Territories). In addition to your traditional or Micro Lil' Kickers Program, we may offer you the ability to operate additional Lil' Kickers programs and events at off-site locations outside of your Exclusive Area or Nonexclusive Territory that meet our standards and specifications. If you accept the offer, you will sign an Addendum for Remote Locations in Adjacent Territory (attached as Exhibit G). These off-site locations may only be located in a geographic area that will be designated on a schedule attached to the Addendum for Remote Locations in Adjacent Territory, but in any event may not be located: (i) within the Exclusive Area of another franchisee or licensee, or (ii) in a facility whose primary function is serving as an indoor or outdoor sports facility that is capable of supporting a separate Franchised Business, as determined in our sole discretion. You will have no exclusive rights in any adjacent territory, and we may establish, own, operate, or franchise any business, including competitive businesses, and may sell or produce any products and services, using any trademarks and any channel of distribution, in these adjacent territories (see Item 12 for more information on Exclusive Areas and Non-exclusive Territories). If we sell a traditional Lil' Kickers Program with an Exclusive Area that overlaps with the Adjacent Territory, you will be required to cease operations at any off-site locations in that Exclusive Area at the end of the then-current season.