What constitutes a violation of confidentiality or unfair competition that could lead to termination of the Belocal franchise agreement?

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For clarity, any attempt by Franchisee (using any method) to upload, download, or copy into any format any Confidential Information that is not directly related to the Franchised Business, including without limitation, client and advertiser information, shall constitute grounds for immediate termination of this Agreement.

B. In-term Noncompetition. Franchisee and Owners represent that they are not currently working with or for any Person engaged in any Competitive Business (as defined in Section 7.G. below). Franchisee and each Owner specifically acknowledge that they will receive valuable Confidential Information beyond their present skills and experience and that such Confidential Information provides a competitive advantage. In consideration for gaining access to Confidential Information, the use of the Marks, and other valuable consideration associated with the grant of the right to operate the Franchised Business, Franchisee and each Owner agree that, during the Term of this Agreement, neither Franchisee nor any Owner shall, for themselves, or through or on behalf of or in conjunction with any other person or entity, own, maintain, operate or engage in any Competitive Business or provide any Competitive Services

at any location within the United States, its territories or commonwealths, or any other country, province, state, or geographic area in which Franchisor or its affiliates have used, sought registration of, or registered the Marks or similar marks or operated or granted others (including other of Franchisor's franchisees) the right to operate a business under the Marks or similar marks.

• C. In-term Non-solicitation. Franchisee and each Principal specifically acknowledge that they will receive valuable Confidential Information beyond their present skills and experience and that such Confidential Information provides a competitive advantage. In consideration for gaining access to Confidential Information, the use of the Marks, and other valuable consideration associated with the grant of the right to operate the Franchised Business, Franchisee and each Principal agree that during the Term of this Agreement, neither Franchisee nor any Principal shall, for themselves, or through or on behalf of or in conjunction with other persons or entities, solicit or attempt to solicit, using any form of oral, written, or electronic communications, any current or prospective business advertiser of Franchisor (or any of its affiliates) with whom Franchisee or any Principal interacted for the purpose of soliciting, offering, or accepting goods or services that are competitive with those offered by Franchisee, Franchisor, or any of Franchisor's affiliates.
• D. Post-term Noncompetition. For a period of two years after the termination, expiration, or transfer of this Agreement, regardless of the reason for such termination, expiration, or transfer, Franchisee and its Owner(s) shall not, within the Restricted Territory (as defined in Section 7.G. below):
  • (1) own, operate, or manage any Competitive Business, or
• (2) engage in, provide, or assist others in engaging in or providing any Competitive Services; or
• (3) perform any activities for or relating to a Competitive Business, the performance of which would reasonably be likely to involve the use or disclosure of Confidential Information, and which activity is similar to the activities Franchisee or the Owner(s) engaged in during the twelve-month period prior to the termination, expiration, or transfer of this Agreement.

Source: Item 22 — CONTRACTS (FDD page 71)