cause its Unit Franchisees to do so, at his or her sole cost and expense within 30 days of Franchisor's request.

ARTICLE 6 - MANUALS AND OTHER CONFIDENTIAL INFORMATION

Section 6.1 - Confidential Use

Subfranchisor will receive valuable training regarding the operation and maintenance of the Subfranchise Business, Unit Franchise Businesses and Confidential Information which are beyond the present skills, experience and knowledge of Subfranchisor, or any of its owners, principals, managers or employees. The Confidential Information provided by Franchisor in connection with this Agreement constitutes valuable, essential, necessary and indispensable information that Subfranchisor requires and every restriction imposed on Subfranchisor and its principals in this Article 6 constitutes measures necessary to maintain the identity, integrity and reputation of the System. Consequently, Subfranchisor and each of its principals, owners, managers and employees will at all times treat the Anago Manuals and any other Confidential Information as confidential, and will use best efforts to preserve the confidentiality of all Confidential Information. The Anago Manuals will, at all times, be kept in a secure area at Subfranchisor's offices. Subfranchisor will report the theft, loss or destruction of the Anago Manuals, or any portion of the Manuals, immediately to Franchisor. Upon the theft, loss or destruction of the Anago Manuals, a replacement set must be purchased by Subfranchisor from Franchisor at a cost of $500. Moreover, Subfranchisor agrees that designated portions of the Anago Manuals are "trade secrets" held and treated as "trade secrets" by Franchisor. Subfranchisor will strictly limit access to the Anago Manuals to Subfranchisor's employees, to the extent they have a "need to know" in order to perform their jobs. Subfranchisor will not at any time, without Franchisor's written consent, copy, record or otherwise reproduce any part of the Anago Manuals, nor otherwise make the Anago Manuals available to any

unauthorized person except as may be required by law, regulation or court order. All current and future principals, employees and agents of Subfranchisor involved in any manner with his or her Subfranchise Business and having access to the Anago Manuals or any other Confidential Information, are required to sign before Initial Subfranchisor Training or upon employment, a nondisclosure and noninterference agreement.

Section 6.2 - Sole Property of Franchisor

The Anago Manuals and other Confidential Information at all times is and remains the sole property of Franchisor. Subfranchisor acquires no right, title or interest to this property under this Agreement except to possess and use the Anago Manuals or other Confidential Information during the Term of, and subject to the restrictions contained in, this Agreement. Therefore, Subfranchisor is prohibited from altering, editing or changing the Anago Manuals or any part of thereof. All improvements, developments, derivative works, enhancements, or modifications to any Confidential Information (collectively, "Innovations") made or created by Subfranchisor, its employees, contractors or Unit Franchisees, whether developed separately or in conjunction with Franchisor, shall be owned solely by Franchisor. Subfranchisor represents, warrants, and covenants that its employees, contractors and Unit Franchisees are bound by written agreements assigning all rights in and to any Innovations developed or created by them to Subfranchisor. To the extent that Subfranchisor, its employees, contractors or Unit Franchisees are deemed to have any interest in such Innovations, Subfranchisor hereby agrees to assign, and does assign, all right, title and interest in and to such Innovations to Franchisor. To that end, Subfranchisorshall execute, verify, and deliver such documents (including, without limitation, assignments) and perform such other acts (including appearances as a witness) as Franchisor may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such ownership rights in and to the Innovations, and the assignment thereof. Subfranchisor's obligation to assist Franchisor with respect to such ownership rights shall continue beyond the expiration or termination of this Agreement. In the event Franchisor is unable for any reason, after reasonable effort, to secure Subfranchisor's signature on any document needed in connection with the actions specified in this Section 6.2, Subfranchisor hereby irrevocably designates and appoints Franchisor and its duly authorized officers and agents as Subfranchisor's agent and attorney in fact, which appointment is coupled with an interest and is irrevocable, to act for and on Subfranchisor's behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 6.2 with the same legal force and effect as if executed by Subfranchisor. The obligations of this Section 6.2 shall survive any expiration or termination of this Agreement.

Subfranchisor agrees not to contest, directly or indirectly, Franchisor's ownership, title, right or interest in the Confidential Information or any other copyrights, trade secrets, methods, procedures or other intellectual property rights that are part of Franchisor's business or contest Franchisor's sole right to register, use or license others the right to use the Confidential Information, copyrights, trade secrets, methods, or any other intellectual property rights.

Section 6.3 - Periodic Revisions

Franchisor may revise and change the contents of the Anago Manuals and Subfranchisor expressly agrees to comply with each new or changed provision and shall implement and enforce all

such modifications, as applicable, in connection with each Unit Franchisee in the Area. A new or changed provision is effective on the 30th day (or any longer time as specified by Franchisor) after written notice from Franchisor. Revisions to the Anago Manuals are based on what Franchisor, in its sole discretion, deem is in the best interests of the System, including to promote quality, enhance good will, increase efficiency, decrease administrative burdens, or improve profitability of Subfranchisor or its Unit Franchisees. Subfranchisor will at all times ensure that its copy of the Anago Manuals contains all updates received by Subfranchisor from Franchisor. Upon any dispute as to the contents of the Anago Manuals, the terms contained in the "Master Copy" of each of the Anago Manuals maintained by Franchisor at Franchisor's home office is controlling.

Section 6.4 - Prior Information

Subfranchisor acknowledges that all Confidential Information received before the Agreement Date was unknown to Subfranchisor before the negotiation and signing of this Agreement and that the marketing practices and operating procedures developed by Franchisor and loaned to Subfranchisor by Franchisor are unique to Franchisor. To the extent Subfranchisor receives any Confidential Information after the Agreement Date, and Subfranchisor does not object in writing to Franchisor within 30 days after receipt that any of the information comprising the Confidential Information should not be considered Confidential Information, then Subfranchisor agrees that he or she is deemed to have irrevocably waived his or her right to make any objection. Subfranchisor agrees that this provision is a material inducement for Franchisor to enter into this Agreement, and any breach of this provision is a material breach of this Agreement. Subfranchisor will take all other steps necessary, at his or her own expense, to protect the Confidential Information and will not divulge Confidential Information either during, or upon the expiration or termination of, this Agreement without the written consent of Franchisor.

ARTICLE 7 - TRANSFER OF INTEREST

Section 7.1 - Transfer by Franchisor

Subfranchisor represents that it has not signed this Agreement in reliance on any particular manager, owner, director, officer or employee remaining with Franchisor in any capacity. Franchisor may change its ownership or form at its discretion. Franchisor also has the absolute right, without the consent or approval of Subfranchisor, to transfer or assign this Agreement and to delegate all or any part of its rights or obligations under this Agreement.

Source: Item 23 — RECEIPTS (FDD pages 62–298)