How is the proprietary Know-how of Best In Class Education Center disclosed to franchisees?

to the (a) goods or services offered or sold at a Center, (b) method of operation of a Center, (c) processes, systems or procedures utilized by a Center, (d) marketing, advertising or promotional materials, programs or strategies utilized by a Center or (e) trademarks, service marks, logos or other intellectual property utilized by a Center, whether developed by you, Franchisee, us or any other person.

• "Intellectual Property" means, collectively or individually, the Business Data, Copyrighted Materials, Improvements, Know-how, Marks and System.
• "Know-how" means all of our trade secrets and other proprietary information relating to the design, construction, development, marketing or operation of a Center, including, but not limited to: architectural plans, drawings and specifications for a prototype Center; site selection criteria; curricula; instructional materials; methods and techniques; standards and specifications; policies and procedures; supplier lists and information; marketing strategies; merchandising strategies; financial information; and information comprising the System or included in the Manual.
• "Manual" means our confidential brand standards manual for the operation of a Center.
• "Marks" means and includes all service marks, trademarks, trade names and logos that we designate from time to time and authorize Centers to use, including BEST IN CLASS EDUCATION CENTER® and the associated logo. The Marks also include any distinctive trade dress used to identify a Center.

• "System" means the business format and operating system developed for the operation of a Center, the distinctive characteristics of which include: proprietary curriculum and educational materials; proprietary technology; trade secrets (if any); methods; techniques; procedures; and operating system.
• 2. BACKGROUND. You are an employee or independent contractor of Franchisee. As a result of this association, you may gain knowledge of our System and Know-how. You understand that protecting the Intellectual Property is vital to our success and that of our franchisees and that you could seriously jeopardize our franchise system if you were to misuse our Intellectual Property. To avoid such damage, you agree to comply with the terms of this Agreement.
• 3. INTELLECTUAL PROPERTY & CONFIDENTIAL INFORMATION. You agree to: (a) refrain from using the Intellectual Property or Confidential Information in any business or for any purpose other than the operation of Franchisee's Center; (b) maintain the confidentiality of Confidential Information at all times; (c) refrain from making unauthorized copies of documents containing Confidential Information; (d) take all steps we reasonably require to prevent unauthorized use or disclosure of Confidential Information; and (e) immediately stop using the Intellectual Property and Confidential Information at such time that you are no longer an employee or independent contractor of Franchisee. You agree to assign to us or our designee, without charge, all rights to any Improvement developed by you, including the right to grant sublicenses. If applicable law precludes you from assigning ownership to us, then such Improvement shall be perpetually licensed by you to us free of charge, with full rights to use, commercialize and sublicense the same.
• 4. FAMILY MEMBERS. You could circumvent the intent of this Agreement by disclosing Confidential Information to immediate family members (i.e., parent, sibling, child or grandchild) and it would be difficult for us to prove your breach. For that reason you are presumed to have breached this Agreement if an immediate family member uses or discloses Confidential Information. You may rebut this presumption with evidence conclusively showing you did not disclose Confidential Information to the family member.
• 5. BREACH. You agree that: (a) any failure to comply with this Agreement is likely to cause substantial and irreparable damage to us and/or other franchisees for which there is no adequate remedy at law; and (b) we are entitled to injunctive relief if you breach this Agreement together with any other relief available at equity or law. We will notify you if we intend to seek injunctive relief but we need not post a bond.

Source: Item 23 — RECEIPT (FDD pages 47–204)