After leaving a Body Brain Center franchisee, for how long am I restricted from unfairly competing?

e System and the Manual.

"Manual" means our confidential operations manual for the operation of a Body & Brain Center.

"Marks" means the logotypes, service marks, and trademarks now or hereafter involved in the operation of a Body & Brain Center, including "Body & Brain" and "Body & Brain Center". The term "Marks" also includes our distinctive trade dress used to identify a Body & Brain Center, whether now in existence or created in the future.

"Prohibited Activities" means any or all of the following: (i) owning, operating or having any other interest (as an owner, partner, director, officer, employee, manager, consultant, shareholder, creditor, representative, agent or in any similar capacity) in a Competitive Business (other than owning an interest of five percent (5%) or less in a publicly traded company that is a Competitive Business); (ii) diverting or attempting to divert any business from us (or one of our affiliates or franchisees); (iii) selling any Body & Brain products or services to any person who is a current member of or has a customer agreement with a franchisee (other than Franchisee) or company-owned Body & Brain outlet without the consent of the person with whom the person is a member or customer; and/or (iv) inducing any customer of ours (or of one of our affiliates or franchisees) to transfer their business to you or to any other person that is not then a franchisee of ours.

"Restricted Period" means the two (2) year period after you cease to be an employee, director, officer, member, partner or independent contractor of Franchisee; provided, however, that if a court of competent jurisdiction determines that this period of time is too long to be enforceable, then the "Restricted Period" means the one (1) year period after you cease to be an employee, director, officer, member, partner or independent contractor of Franchisee.

"System" means our unique system for the operation of a Body & Brain Center, the distinctive characteristics of which include logo, trade secrets, concept, proprietary programs and products, confidential operations manuals, marketing techniques and strategies, Solar Body Method of systemized training, coaching system (including specially developed media content and merchandise) and operating

system.

• 2. Background. You are an employee, director, officer, member, partner 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 our Intellectual Property is vital to our success and that of our franchisees and that you could seriously jeopardize our entire franchise system if you were to unfairly compete with us. In order to avoid such damage, you agree to comply with the terms of this Agreement.
• 3. Our Know-how and Intellectual Property. You agree: (i) you will not use the Know-how in any business or capacity other than the Body & Brain Center operated by Franchisee; (ii) you will maintain the confidentiality of the Know-how at all times; (iii) you will not make unauthorized copies of documents containing any Know-how; (iv) you will take such reasonable steps as we may ask of you from time to time to prevent unauthorized use or disclosure of the Know-how; and (v) you will stop using the Know-how immediately if you are no longer an employee, director, officer, member, partner or independent contractor of Franchisee. You further agree that you will not use our Intellectual Property for any purpose other than the performance of your duties for Franchisee within the scope of your employment or other engagement with Franchisee.
• 4. Unfair Competition During Relationship.

Source: Item 23 — RECEIPT (FDD pages 43–178)