As an employee or trainee of Azal Coffee, what is the agreement regarding access to confidential information about the Franchisor's methods?

ompany"). The Company operates or is developing an Azal Coffee | | | | franchise under a | | | | Franchise Agreement between the Company and Durar Investment, LLC (the "Franchisor") or of | | | | one of its affiliates or franchisees. | | |

As an employee or trainee of the Company, I acknowledge that in the course of my employment by the Company and my training in the Azal Coffee franchise systems of operation, I will have access to certain Confidential Information, as defined below, about the Company and the Franchisor's methods of establishing, developing, operating and maintaining Azal Coffee Stores that is confidential and not available to the public in general. I understand that the Company and the Franchisor have spent a great deal of time and money developing this Confidential Information and I acknowledge that the Company and the Franchisor's reasonable competitive business interests would be severely and irreparably damaged if the Confidential Information that has been (or may be) revealed to me were to be disclosed to any third person, become available to the public in general, or used by me to compete with the Company or the Franchisor or any of its affiliates or franchisees. I, therefore, agree that the Company and Franchisor have a need to protect the Company's and the Franchisor's valuable Confidential Information and I agree that in consideration of these factors, and in consideration of my employment or continuing employment with the Company and/or by training in the Azal Coffee systems of operation, I promise and agree to be bound by the terms of this Agreement as follows:

1. I agree not to directly or indirectly disclose to any individual, company, partnership, business, corporation or any other entity ("person") or to use myself, any Confidential Information which I learn during my training and/or employment with the Company, except as necessary in the course of my employment with the Company. I agree that these restrictions will apply while I am in training or am employed by the Company and indefinitely after my training is completed or ends or my employment terminates or ends for any reason.

I agree to, at all times, keep the Confidential Information strictly confidential and to maintain the secrecy of the Confidential Information. In particular, I will, at all times, keep all tangible forms of the Confidential Information that I have been entrusted with in a secure work area and safely locked away when not in use and will ensure that these items do not fall into the hands of unauthorized persons.

I also agree that if my training ceases without my being employed by the Company or my employment with the Company terminates or ends for any reason, I will immediately return to the Company or the Franchisor, all memoranda, notes, and other written, digital, electronic, or printed information that is in my possession or under my control, which contains Confidential Information, including information, which although not confidential, belongs to the Company or the Franchisor or relates to its business or systems of the Company or the Franchisor. This obligation will apply regardless of whether the information was prepared by me, the Company, the Franchisor, or a third party.

The term "Confidential Information" includes, but is not limited to: (i) "proprietary information," which includes, but is not limited to, knowledge and experience relating to Azal Coffee Stores; advertising, marketing techniques and strategies, and advertising programs used in developing and operating Azal Coffee Stores; computer software and similar technology and systems that have been or may be developed by or for the Company or the Franchisor, which is

proprietary to the Company or the Franchisor, including digital passwords and identifications and any source code of, and data, reports, and other printed materials generated by, the software or similar technology; the contents of the Brand Standards Manual; financial information, including but not limited to knowledge of the operating results and financial performance of Azal Coffee Stores; new ventures, pending projects and proposals, and product development information; other aspects of the Azal Coffee systems now or later revealed to you and all changes and enhancements in the Azal Coffee systems, even if developed by you; and other property that the Company or the Franchisor describes as being Confidential Information or that is confidential, unique and/or not generally known or available to the public, including but not limited to, information regarding the Company's or the Franchisor's methods, equipment, and materials relating to the development, marketing, and operation of the Company's business of a Azal Coffee Store; (ii) "trade secret" information which includes any knowledge, ideas, concepts, recipes, techniques, computer programs, systems manuals, installation guides, reports, technical manuals, operation manuals, and training programs relating to the establishment, development, operation and maintenance of the Company's business, Franchisor's business, or an Azal Coffee Store; (iii) "customer information" which includes information about current and prospective customers of the Company or the Franchisor, including any list that contains the names, addresses and telephone numbers, and other contact information of the Company's or Franchisor's current or prospective customers, and specific information about these customers or prospective customers such as number of employees, general needs, order history, contact information, and customer contacts or referral sources; and (iv) "supplier information" which includes product source information and information about current and prospective carriers, suppliers, vendors, agencies, or providers of the Company or the Franchisor, including the names, addresses and telephone numbers of any such suppliers and the terms of any contracts or arrangements between the Company or the Franchisor and such suppliers.

• 1. I will not, while I am in training or while I am employed by the Company, nor within three (3) years of the date that training ceases without my being employed by the Company or the date my employment with the Company terminates or ends, for any reason whatsoever, directly or indirectly:
  • (a) engage in any business that is in competition with the Company or the Franchisor as principal, agent on behalf of others, jointly with others, or as a stockholder, partner, director, members, manager, officer, independent contractor, employee or advisor of or to any Person within twenty-five (25) miles of any Azal Coffee store; or
  • (b) have a financial interest in, or aid or assist, financially or otherwise (as a lender, stockholder, member, or otherwise), any Person who is engaged in a business that competes with the Company or the Franchisor within twenty-five (25) miles of any Azal Coffee Store.

I also agree that I will not disparage or otherwise make harmful or unfavorable statements regarding the Company or the Franchisor or an Azal Coffee Store or any of their services, operations, processes, or methods to anyone else.

1. Pursuant to the federal Defend Trade Secrets Act of 2016, I have been notified and understand that I will not be held criminally or civilly liable under any federal or state trade secrets law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

• 1. I understand that the Franchisor is the exclusive owner of all rights relating to the Azal Coffee systems and its Confidential Information, and I agree that as a condition of my training and/or employment by the Company, the Franchisor has the exclusive rights to all ideas, improvements and innovations relating to an Azal Coffee Store, which I conceive, develop or help develop during my training and/or employment.
• 1. I understand that the Company is an independently owned and operated Azal Coffee franchisee and is my sole employer and solely responsible for the terms and conditions of my employment and my compensation. I further understand that the Franchisor is not directly or indirectly my employer and that the Franchisor is granted rights under this Agreement solely for the purpose of protecting the Azal Coffee Confidential Information and the Azal Coffee systems and brand.
• 1. My obligations under this Agreement will be binding on me and my heirs and personal representatives and will inure to the benefit of the Company and the Franchisor and their successors and assigns.

Source: Item 23 — RECEIPTS (FDD pages 51–204)