What is an employee's obligation regarding the confidentiality of Know-how related to Augusta Lawn Care?

You acknowledge and agree that the information, ideas, forms, marketing plans and other materials disclosed to You under this Agreement, whether or not included in the Manual, are confidential and proprietary information and trade secrets of Augusta Lawn Care. Any and all information, knowledge and techniques which Augusta Lawn Care designates as confidential shall be deemed confidential for purposes of this Agreement, except information which You can demonstrate came to Your attention prior to disclosure thereof by Augusta Lawn Care or which, at or after the time of disclosure by Augusta Lawn Care to You, had become or later becomes a part of the public domain, through publication or communication by others. You agree to maintain the confidentiality of all such material. You may not disclose any such information to any third-party, except to Your employees and agents, as necessary in the regular conduct of the Augusta Lawn Care Business, and except as authorized in writing by Augusta Lawn Care. You shall be responsible for requiring compliance of Your Related Parties and employees with the provisions of this Section. You shall obtain signed Nondisclosure, Nonsolicitation and Noncompetition Agreements, in the form of Exhibit E to this Agreement, from Your Related Parties and employees, and send Augusta Lawn Care a copy of each such agreement upon demand.

EXHIBIT F TO AUGUSTA LAWN CARE FRANCHISE AGREEMENT

SAMPLE CONFIDENTIALITY AGREEMENT

This Agreement ("Agreement") is entered into by the undersigned ("you") in favor of Augusta Franchise LLC, a Washington limited liability company, and its renewals and assigns ("us"), upon the terms and conditions set forth in this Agreement.

1. Definitions. For purposes of this Agreement, the following terms have the meanings given to them below:

"Augusta Lawn Care Business" means a business that operates a Business providing landscaping and lawn maintenance services of exterior residential and commercial properties, including lawn mowing, leaf and debris cleanup, artificial turf and sod installation and repair, lawn care treatments and fertilizations, grading and excavation, tree trimming and pruning, snow plowing and salting, gutter cleaning, pressure washing, and general "handyman services."

"Franchisee" means the Augusta Lawn Care franchisee for whom you are an officer, director, employee or independent contractor.

"Intellectual Property" means, collectively or individually, our Marks, Copyrights, Knowhow and System.

"Know-how" means all of our trade secrets and other proprietary information relating to the development, construction, marketing and/or operation of an Augusta Lawn Care Business, including, but not limited to, methods, techniques, specifications, proprietary practices and procedures, policies, marketing strategies and information comprising the System and the Manual.

"Manual" means our confidential operations manual for the operation of an Augusta Lawn Care Business.

"System" means our system for the establishment, development, operation and management of an Augusta Lawn Care Business, including Know-how, proprietary programs and products, confidential operations manuals and operating system.

• 1. Background. You are an officer, director, or manager of Franchisee. As a result of this relationship, you may gain knowledge of our System and Know-how. You understand that protecting the Intellectual Property is vital to our success and that of our franchisees and that you could seriously jeopardize our entire franchise system if you were to unfairly compete with us. In order to avoid such damage, you agree to comply with the terms of this Agreement.
• 1. Intellectual Property. You agree: (i) you will not use the Know-how in any business or capacity other than Augusta Lawn Care Business operated by Franchisee; (ii) you will maintain the confidentiality of the Know-how at all times; (iii) you will not make unauthorized copies of documents containing any Know-how; (iv) you will take such reasonable steps as we may ask of you from time-to-time to prevent unauthorized use or disclosure of the Know-how; and (v) you will stop using the Know-how immediately if you are no longer a manager of Franchisee's Augusta Lawn Care Business. You further agree that you will not use the Intellectual Property for any purpose other than the performance of your duties for Franchisee and within the scope of your employment or other engagement with Franchisee.

Source: Item 23 — RECEIPTS (FDD pages 44–184)