What constitutes unauthorized use of confidential information by an Aira Fitness franchisee?

You may not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person or entity any Confidential Information, except to such employees as must have access to it in order to operate the Aira Fitness Business.

For purposes of this Agreement, "Confidential Information" means and includes, without limitation, all member information, contact information, and payment information concerning prospective and former members, without limitation, from management software, payment processors or otherwise (collectively, "Member Information"), and all proprietary information contained in the Manual or otherwise communicated to you in writing, verbally or through the internet or other online or computer communications, and any other knowledge or know-how concerning the methods of operation of the Aira Fitness Business.

You hereby acknowledge and agree that all Confidential Information, including Member Information, belongs exclusively to us.

You and each Owner agree to maintain the confidentiality of all Confidential Information, including Member Information, not to duplicate any materials containing Confidential Information, including Member Information, and not to divulge any Confidential Information, except to other franchisees and to your employees and professional advisors on a need to know basis.

You may use the Confidential Information, including Member Information, only for the purpose of operating the Aira Fitness Business.

This provision will survive the transfer, expiration or termination of this Agreement.

You must cause your general manager and any employee with access to Confidential Information, including Member Information, to sign a nondisclosure and confidentiality agreement in a form satisfactory to us.

You must provide a copy of each such agreement to us to us upon our request.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)