the Confidential
Information (as defined below) and as a material term of the Franchise Agreement
necessary to protect Franchisor's confidential know-how and distinctive systems,
designs, decor, trade dress, specifications, standards and procedures authorized
or required by Franchisor from time to time for use in the operation of
Franchisee's GJC Store, GJC Kiosk or GJC Cart (the "Store") and Franchisor's
proprietary rights in and Franchisee's right to use the Confidential
Information, Franchisor and Franchisee require that Covenantor enter into this
Agreement.
To induce Franchisor to enter into the Franchise Agreement and/or to avoid a
material breach thereof Franchisor, Franchisee and Covenantor desire and
consider it to be in Covenantor's best interests that Covenantor enter into this
Agreement.
Due to the nature of Franchisor's and Franchisee's business any use
or disclosure of the Confidential Information other than in accordance with this
Agreement will cause Franchisor and Franchisee substantial harm.
B-1
2.
PROTECTION OF CONFIDENTIAL INFORMATION
Covenantor acknowledges and agrees that Franchisor possesses certain
confidential and proprietary information in which Franchisor possesses valuable
industrial and intellectual property rights consisting of the methods,
techniques, formats, specifications, procedures, information, systems, methods
of business management, sales and promotion techniques and knowledge of and
experience in the operation and franchising of GJC STORES (the "Confidential
Information").
Franchisor and Franchisee will disclose such parts of the
Confidential Information as are required for Covenantor to perform its
obligations to Franchisee in furnishing Covenantor the training program, the
Operating Manual (as defined in the Franchise Agreement) and in guidance
furnished to Covenantor for his/her performance of services to Franchisee.
Covenantor agrees to use the Confidential Informa­tion only to the extent
reasonably necessary to perform Covenantor's duties for Franchisee taking into
consideration the confidential nature of the Confidential Information.
Covenantor may disclose the Confidential Information only as agent for
Franchisee.
Covenantor acknowledges and agrees that the unauthorized use or
duplication of the Confidential Information, including, without limitation, in
connection with any other business would be detrimental to Franchisor and
Franchisee and would constitute a breach of Covenantor's obligations of
confidentiality and an unfair method of competition with Franchisor and other
GJC Stores owned by Franchisor, its affiliates or franchisees.
Covenantor acknowledges and agrees that the Confidential Information is
confidential to and a valuable asset of Franchisor.
The Confidential
Information will be disclosed to Covenantor solely on the condition that
Covenantor agrees to the terms and conditions of this Agreement.
Covenantor
therefore agrees that during the term of the Franchise Agreement and thereafter,
he/she:
(a) will not use the Confidential Information in any other business or
capacity; (b) will maintain the absolute confidentiality of the Confidential
Information; (c) will not make unauthorized copies of any portion of the
Confidential Information disclosed or recorded in written or other tangible
form; and (d) will adopt and implement all reasonable procedures prescribed from
time to time by Franchisor and Franchisee to prevent unauthorized use or
disclosure of or access to the Confidential Information.
Notwithstanding anything to the contrary contained in this Agreement the
restrictions