What is the role of the Franchise Agreement in relation to the Associate's agreement with Bambu?

[Item 23: Receipts]

• C.

Franchisee is a franchisee under an effective franchise agreement ("Franchise Agreement") with Bambu.

• D.

Associate is or will become involved with Franchisee in the capacity of an officer, partner, director, manager, agent, employee, independent contractor (such capacities collectively referred to as "Affiliation") or is related to a person who has an Affiliation with Franchisee, and will become privileged as to certain confidential information related to Bambu, its operations and the Bambū shoppe.

• E.

Associate, Franchisee and Bambu have reached an understanding and agreement with regard to nondisclosure by Associate of confidential information and with respect to noncompetition by Associate with Bambu and Franchisee.

• NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Associate, Franchisee and Bambu, intending legally to be bound, agree as follows:

Confidential Information.

Associate recognizes and agrees that certain proprietary information relating to Bambu and its operations and the operations of Bambū shoppes ("Confidential Information") is owned by Bambu and is treated as confidential by Bambu and Franchisee, including without limitation, all proprietary information concerning Bambū shoppes; the Bambū system; the distinctive business format, plans, methods, drink and food item preparation information, recipes, menu, food preparation techniques, processes, and product formulas of a Bambū shoppe; designs; layouts;

operating procedures; all financial information of Bambu or Franchisee other than financial information filed with any government regulatory agency; marketing methods; sales and promotional methods; all nonpublic statistical information; the strategic plan, budgets and projections for Bambu; all information concerning negotiations of any kind conducted by Bambu whether pending or completed; all marketing research data and marketing plans; all information contained in the Bambū resource center materials, and any other manual or other nonpublic written information; internal lists of franchisees and customers of Bambū shoppes; and all other information which may be considered a trade secret or proprietary and such Confidential Information as may be further developed from time to time by Bambu.

[Item 23: Receipts]

• 1. Use and Disclosure of Confidential Information. Associate acknowledges that, in connection with Associate's Affiliation with Bambu or Franchisee, Bambu or Franchisee will disclose in strict confidence certain Confidential Information necessary for the operation of a Bambū shoppe. Associate specifically acknowledges that the Confidential Information is valuable, unique and comprises a substantial portion of the assets of Bambu; and Associate agrees that he or she will not utilize all or any portion of the same for Associate's personal benefit during the term of Associate's Affiliation with Franchisee, nor in any manner use the same subsequent to the termination of Associate's Affiliation with Bambu or Franchisee or the termination or expiration of the Franchise Agreement, nor disclose any of the same to any person, firm, corporation or other entity whatsoever at any time for any reason or purpose, without the prior written consent of Bambu. Associate shall not copy, publish or otherwise duplicate the Confidential Information or permit others to do so and shall return all Confidential Information to Franchisee upon termination of Associate's Affiliation with Franchisee. Associate may disclose to other employees, agents, or representatives of Bambu or Franchisee the Confidential Information only to the extent necessary for such employees, agents or representatives to carry out their intended function.
• 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.

[Item 23: Receipts]

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

Injunction.

Associate acknowledges and agrees that in the event of any breach or threatened breach of this Agreement, Bambu and Franchisee, or either one separately, shall be authorized and entitled to seek, from any court of competent jurisdiction, preliminary and permanent injunctive relief in addition to any other rights or remedies to which Bambu and/or Franchisee may be entitled.

Associate agrees that Bambu may obtain such injunctive relief, without posting a bond or bonds totaling more than $500, but upon due notice, and Associate's sole remedy in the event of the entry of such injunctive relief shall be dissolution of such injunctive relief, if warranted, upon hearing duly had; provided, however, that all claims for damages by reason of the wrongful issuance of any such injunction are hereby expressly waived by Associate.

Assignment.

Both Franchisee and Bambu may assign all or part of this Agreement and the rights which inure to either of them hereunder without the consent of Associate, provided that any assignment by Franchisee shall require the written consent of Bambu.

This Agreement shall not be assignable by Associate.

Effect of Waiver.

The waiver by Associate, Franchisee or Bambu of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof, and in no event shall such a waiver be binding upon Bambu unless it is in writing and signed by an authorized representative of Bambu.

Binding Effect.

This Agreement shall be binding upon and inure to the benefit of Associate, Franchisee and Bambu and their respective heirs, executors, representatives, successors and assigns.

Entire Agreement.

This instrument contains the entire agreement of Associate, Franchisee and Bambu relating to the matters set forth herein.

It may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

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