Under the Belocal franchise agreement, what specific sections outline the covenants related to confidentiality and unfair competition?

[Item 22: CONTRACTS]

RECITALS

• A. Franchisor has the right to use and license the use of a system ("System") for the establishment and operation of franchised businesses that (i) sell print advertising for publications, (ii) sell digital advertising services, (iii) facilitate publishing of a print publication, (iv) solicit and compile content for a publication, and (v) organize local events, all under the Marks ("Franchised Business").
• B. The System is identified by certain Marks and includes certain Confidential Information which provides economic advantages to Franchisor and licensed users of the System.
• C. Covenantor desires to become involved with Franchisee in the capacity of an Owner of the Franchised Business.
• D. In connection with his or her duties, it will be necessary for Covenantor to have access to some or all of the Confidential Information, to use the Marks, and to obtain valuable knowledge and experience about the Franchised Business, including through training.
• E. Franchisor and Franchisee have agreed on, and Covenantor acknowledges, the importance of restricting the use, access, and dissemination of the Confidential Information and otherwise protecting the goodwill, the Marks, and other legitimate business interests of the Franchisor; and Covenantor has agreed to enter into a written agreement protecting the Confidential Information, further protecting the legitimate interests of the Franchised Business, and protecting the System against unfair competition.
• F. Covenantor acknowledges that receipt of and the right to use the Confidential Information, the Marks, the training, and goodwill constitutes independent valuable consideration for the representations, promises, and covenants made by Covenantor herein.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows:

AGREEMENT

Confidentiality/Non-Disclosure

• 1. Covenantor will at all times maintain the confidentiality of the Confidential Information and will use and disclose such Confidential Information only in the course of his or her work with or performance of services for the Franchisee in connection with the operation of the Franchised Business under the Franchise Agreement.
• 1. Covenantor will not at any time make copies of any of the Confidential Information for any purpose that is not directly related to the Franchised Business.

[Item 22: CONTRACTS]

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.

[Item 22: CONTRACTS]

Covenants Not to Compete

• 1. In order to protect the Confidential Information, the Marks, the goodwill of the System, and the legitimate business interests of the Franchised Business, Covenantor agrees that, during the term of his or her business relationship with the Franchisee or the Franchised Business, and for a period of two years following the earlier of (A) the termination of Covenantor's business relationship with Franchisee (regardless of the reason for such termination), or (B) the termination, expiration, or transfer of Franchisee's interest in the Franchise Agreement (regardless of the reason for termination, expiration, or transfer), Covenantor will not, without Franchisor's prior written consent or as permitted under a valid franchise agreement with Franchisor:
  • (i) own, operate, or manage any Competitive Business; or
• (ii) engage in, provide, or assist others in engaging in or providing, Competitive Services; or
• (iii) perform any activities for or relating to a Competitive Business, the performance of which is reasonably likely to involve the use or disclosure of Confidential Information, which activity is similar to any activity Covenantor engaged in during the twelve-month period prior to the termination of Covenantor's business relationship with Franchisee or the termination, expiration, or transfer of Franchisee's interest in the Franchise Agreement; provided, however, that nothing herein shall prohibit Covenantor from owning, solely as an investment, securities of any Person traded on any national securities exchange if neither Franchisee nor any Covenantor controls, or is a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person.

6. Definitions.

• (A) The term "Restricted Territory" means the following divisible and severable territorial divisions:
• (i) the territories of, and a ten-mile radius around the perimeter of the territory of, any publication business owned by Franchisor, its affiliates, or its franchisees (including the territory of the Franchised Business); or
• (ii) only in the event the foregoing is determined to be too broad by a court of law or arbitrator, the territories of any publication business owned by Franchisor, its affiliates, or its franchisees (including the territory of the Franchised Business); or

Source: Item 22 — CONTRACTS (FDD page 71)