What standards must an Antioch Pizza Shop franchisee follow when operating their restaurant?

fiduciary relationship between the parties, nor shall anything herein be deemed to create any trust duties between the parties. No covenant shall be implied to vary or interpret the terms of this provision.

9. DUTIES OF FRANCHISEE

In addition to its duties as set forth elsewhere in this Agreement, Franchisee agrees to perform the following:

• (a) Inventory and Supply Specifications. To promote uniformity and quality, and to protect the integrity of the Marks, Franchisee agrees to the following restrictions regarding inventory, supplies and products, as follows:
• (i) Proprietary Products. Franchisor has developed certain ingredients, products, equipment and merchandise using or incorporating secret recipes or other trade secrets or information (the "Proprietary Products"). For example, these products may consist of pizza dough and sauces, frozen pizzas, hand-made sandwiches, desserts and additional food items, dough rollers, cheese graters and other equipment, cookbooks and other promotional products, and shall include those developed in the future and authorized for use in Antioch Pizza Shop™ restaurants. Franchisee agrees to purchase all Proprietary Products only from Franchisor, or a supplier designated by Franchisor, and in no event will Franchisee alter or attempt to substitute any other product for any Proprietary Product. Franchisee will only use or distribute Proprietary Products in connection with the operation of the Restaurant and any other franchise which Franchisor may grant to Franchisee. Franchisor expressly reserves the right to designate suppliers, or itself to be the sole supplier, of all or any of the Proprietary Products.
• (ii) Advertising and Materials or Supplies Using the Marks. In the dispensing and sale of food products, and in displaying products and merchandise to be sold by Franchisee,

all articles such as containers, cartons, bags, menus, napkins and other paper goods, packaging, point of sale advertising and promotional materials and products, shall be subject to approval by Franchisor as to quality and design and shall bear trademarks, logos and/or slogans approved by Franchisor.

• (iii) All Other Products, Inventory or Supplies. Franchisor will from time to time establish and publish reasonable specifications for the types of products, inventory and supplies authorized for use in connection with the operation of the Restaurant. Franchisee must purchase products, inventory and supplies that meet Franchisor's specifications from Franchisor or suppliers approved by Franchisor. Franchisor may, in its sole discretion, approve suppliers selected by Franchisee provided the following conditions are first met:
• (A) Franchisee shall submit a written request to Franchisor for approval of the supplier and pay Franchisor an evaluation fee upon receipt of invoice therefor as compensation for Franchisor's investigation and sampling of Franchisee's proposed supplier;
• (B) The supplier shall demonstrate to Franchisor's satisfaction that it is able to supply an item to Franchisee meeting Franchisor's specifications for such item, including but not limited to, providing Franchisor with samples and the opportunity to inspect its facilities from time to time;
• (C) The supplier shall demonstrate to Franchisor's satisfaction that the supplier is of good standing in the business community with respect to its financial soundness and the reliability of its product and service;
• (D) The supplier shall obtain, maintain and submit to Franchisor proof of, sufficient insurance coverage (including, but not limited to, product liability coverage) at limits and including coverage acceptable to Franchisor, and include Franchisor and Franchisee as additional named insureds with the right to receive at least thirty (30) days' prior written notice of any modification, cancellation or termination of such policy; and
• (E) In the event the item to be supplied is required to bear one of the Marks, such supplier must execute a license agreement (which may include a royalty payment) in a form acceptable to Franchisor.

Until and unless Franchisor notifies Franchisee in writing that it has approved a supplier, Franchisee must continue to purchase from previously approved suppliers. If Franchisor determines that a previously approved supplier no longer conforms to such standards, it shall so notify Franchisee and Franchisee shall thereupon discontinue making purchases from supplier.

(b) Confidential Information

(i) Types of Confidential Information**.** Franchisor possesses certain unique confidential and proprietary information and trade secrets consisting of the following categories of information, methods, techniques, products, and knowledge developed by Franchisee and its franchisees: (1) methods, techniques, formats, specifications, procedures, information, systems and knowledge of and experience in the development, operation, and franchising of Antioch Pizza Shop Restaurants; (2) sources of supply, purchasing, and methods of providing the services and products sold by the Restaurants; (3) recipes, product mixes and food preparation methods; (4) knowledge of sales and profit performance of any one or more the Restaurants; (5) knowledge of test programs, concepts or results relating to new services and products; (6) advertising,

marketing and promotional programs; (7) designing and equipping of the premises; (7) the contents of the Operations Manual, training materials or other written materials provided to you;

Source: Item 22 — Contracts (FDD pages 56–57)