What procedures must a Bambu franchisee adopt to safeguard written materials and prevent unauthorized disclosure?

te regarding this Agreement is hereby authorized to and shall make only such limited changes as are necessary to make the restrictions enforceable.

• 21.3 Confidentiality of Proprietary Information. Franchisee and Bambu acknowledge that the distinctive business format, plans, operating methods, ingredients and cooking recipes, drink and food item preparation information, menu, workflow processes, marketing systems, manuals, product formulas, trademarks, proprietary marks and information and know-how of Bambu which are developed and utilized in connection with the Bambū system are proprietary and confidential ("Confidential Information"). Such Confidential Information is unique, exclusive property and a trade secret of Bambu and has valuable goodwill associated with it. Franchisee acknowledges that any unauthorized disclosure or use of the Confidential Information would be wrongful and would cause irreparable injury and harm to Bambu. It is understood that Confidential Information is deemed to include, without limitation, drink and food item preparation information, ingredients and cooking recipes, menus, food preparation techniques and methods, customer and loyalty member lists, vendor lists, any and all information contained in the FRC Materials, and any information of whatever nature which gives Bambu and its affiliates an opportunity to obtain an advantage over its competitors who do not have access to, know or use such techniques, methods, lists, written materials or information. Franchisee further acknowledges that Bambu has expended a great amount of effort and money in obtaining and developing the Confidential Information, that it would be very costly for competitors to acquire or duplicate the Confidential Information and that any unauthorized disclosure of such Confidential Information shall cause irreparable harm to Bambu. Consequently, Franchisee shall not at any time, publish, disclose, divulge or in any manner communicate to any person, firm, corporation, association, partnership or any other entity whatsoever or use, directly or indirectly, for its own benefit or for the benefit of any person, firm, corporation or other entity other than for the use of Bambu or Franchisee's shoppe, any of the Confidential Information of Bambu or its affiliates. Bambu and Franchisee agree that the Confidential Information does not include information that is generally available to the public.
• 21.4 Confidentiality Agreements. Bambu reserves the right to require that Franchisee cause each of its officers, directors, partners, shareholders, members, managers, and employees (including employed Bambū Certified Team Leaders) who have access to the Confidential Information, and their immediate family members, to execute and submit to Bambu a Nondisclosure and Noncompetition Agreement containing the above restrictions, in a form approved by Bambu containing the restrictive covenants of this Agreement. If Bambu requires any immediate family member to execute a Nondisclosure and Noncompetition Agreement subsequent to the execution of this Agreement by Franchisee, Franchisee must use its best efforts to cause that immediate family member to execute the Nondisclosure and Noncompetition Agreement. Franchisee will provide to Bambu a copy of each Nondisclosure and Noncompetition Agreement signed by any such individual immediately following its execution and thereafter upon Bambu's request.
• 21.5 Non-Disparagement. Franchisee agrees that it shall not take any action or make any statements to any third parties that would constitute a criticism, denigration or disparagement of Bambu or its Bambū system or would tend to be injurious to the reputation or goodwill of Bambu or its Marks, or which in any manner may interfere with the business affairs or business relations of Bambu.

• 21.6 Interpretation. All parties to this Agreement acknowledge that this Article has been fully negotiated and has been entered into freely. This Article shall not be interpreted against either party as drafter.
• 21.7 Claims Are Not Defenses to Covenants. Franchisee expressly agrees that the existence of any claim it may have against Bambu, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by Bambu of the covenants of this Article 21. Franchisee further agrees that Bambu shall be entitled to set off from any amount owed by Bambu to Franchisee any loss or damage to Bambu resulting from Franchisee's breach of this Article 21.

22. INSURANCE

• 22.1 Insurance Coverage. Franchisee shall procure and maintain the types of insurance as set forth in the FRC Materials or other writings provided by Bambu, with the limits prescribed in the FRC Materials or other writings provided by Bambu. All of the required policies of liability insurance shall name Bambu, together with any third parties required by Bambu to be named, as additional named insureds and shall provide for a 30-day advance written notice to Bambu of cancellation. Bambu has the right to change the types of insurance Franchisee is required to maintain and the minimum amount of insurance Franchisee is required to maintain by giving Franchisee 60 days' prior notice.
• 22.2 Proof of Insurance Coverage.

Source: Item 14 — Patents, Copyrights, and Proprietary Information (FDD page 42)