Is an Associate of a Bambu franchise allowed to divert business from Bambu, the Franchisee, or other franchisees to a Competitive Business?

• 1. Noncompetition Covenant. Associate covenants and agrees that, during the term of his or her Affiliation, except in conjunction with Franchisee's Bambū shoppe in a manner authorized by Bambu and Franchisee, Associate shall not, either directly or indirectly through any member of Associate's immediate family, separate business entity, or otherwise:
• (a) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, defined below;
• (b) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business;
• (c) divert or attempt to divert any business related to Bambu, Franchisee or any other franchisee of Bambu to any Competitive Business by direct inducement or otherwise; or
• (d) divert or attempt to divert the employment of any employee or representative of Bambu, Franchisee or any other franchisee of Bambu to any Competitive Business by any direct inducement or otherwise.

The term "Competitive Business" as used in this Agreement means any business operating, or any business granting franchises or licenses to others to operate a retail or wholesale business deriving more than 10 percent of its gross receipts from preparation of or sale of teas, fruit dessert drinks, coffee or other products now or in the future offered or sold by Bambū shoppes. Notwithstanding the foregoing, Associate will not be prohibited by this Agreement from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 5 percent or less of that class of securities issued and outstanding.

Post-Termination Covenant Not to Compete.

Associate covenants and agrees that, for a period of two years after the earlier of (i) the effective date of termination or expiration of Associate's Affiliation with Franchisee or Bambu, or (ii) the effective date of termination or expiration of the Franchisee's Franchise Agreement, neither Associate, nor any member of Associate's immediate family, shall have any direct or indirect interest as a disclosed or a beneficial owner, investor, partner, director, officer, manager, employee, consultant, representative or agent or in any other capacity in any Competitive Business located or operating within a 10 mile radius of the Franchised Location, as defined in the Franchise Agreement governing the Franchised Business, or within 10 miles of any Bambū shoppe owned by Franchisee or an affiliate of Franchisee, or within 10 miles of any other franchised or licensed Bambū shoppe.

If Associate or any member of Associate's immediate family breaches this Section, then the two-year period under this Section shall start on the date that Associate or its family member, as applicable, is enjoined from such activity or ceases such activity, whichever is later.

Associate expressly acknowledges that he or she possesses business and career skills and abilities of a general nature and has other opportunities for exploiting such skills and abilities.

Consequently, enforcement of this covenant will not deprive Associate of his or her personal goodwill or ability to earn a living.

Source: Item 23 — Receipts (FDD pages 52–209)