What are the non-compete covenants that a Brightstar Care franchisee must adhere to?

nt's terms to your landlord and any lender providing financing for the Agency. The protections granted under this Agreement are in addition to and not in lieu of all other protections for such trade secrets and Confidential Information that may otherwise be afforded in law or equity.

11.4 Non-Compete Covenants

You agree that you will receive valuable training, goodwill, and Confidential Information that you otherwise would not receive or have access to but for the rights licensed under this Agreement. You therefore agree to the following non-competition covenants:

11.4.1 You covenant that during the Initial Term you will not (a) divert or attempt to divert any business, client, or potential client of the Agency or any other BrightStar Care Agency to any competitor, by direct or indirect inducement or otherwise; (b) perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Licensed Marks or the BrightStar Care Agency Program; or (c) make, or authorize or direct any other person to make, any written or oral statement, or take any action, that disparages us, our affiliates, any of our respective owners, directors, or officers, or the BrightStar Care Agency Program, provided, however, that nothing in this Section 11.4.1 or elsewhere in this Agreement restricts or is intended to restrict your communications with any state or federal law regulator or enforcement authority about potential violations of law.

11.4.2 You covenant during the Initial Term not directly or indirectly, for yourself or through, on behalf of, or in conjunction with any person or entity, to own, manage, operate, maintain, engage in, consult with or have any interest in any business, other than the one authorized by this Agreement or any other agreement between you and us, that would be considered a Competing Business. For purposes of this Section 11.4, a "Competing Business" is any business that provides (a) supplemental healthcare staff to institutional clients, such as hospitals, Medicare agencies, hospice agencies, assisted-living centers, nursing homes and clinics; (b) homecare services—whether comprehensive care services (including medical and non-medical care services), solely non-medical care services, or solely medical care services—to private-duty clients within their home or residence (the reference to "private-duty clients" means clients who receive care in their homes or other places of residence regardless of the nature of the payor for such care (e.g., a private individual, long-term care, commercial insurance, National Accounts payor, Medicare Advantage, Medicaid, etc.)); (c) case management and care management services; and/or

• (d) any other services, technology or devices, or products BrightStar may now or in the future authorize you to offer or sell in connection with the Agency's operation.
• 11.4.3 You covenant, for a period of twenty-four (24) months after the expiration, non-renewal or termination of this Agreement, regardless of the cause of termination, or for twenty-four (24) months after sale of the Agency or any interest in you, either directly or indirectly, for yourself or through, on behalf of, or in conjunction with any person or entity, not to own, manage, operate, maintain, engage in, consult with or have any interest in any Competing Business:
  • (a) Located at the premises of the former Agency;
  • (b) Located or operating within the Protected Territory of the former Agency;
  • (c) Located or operating within the protected territory of any other BrightStar Care Agency (whether owned by a franchisee, us, or our affiliates) in operation on the effective date of the expiration, non-renewal, termination, or transfer; or
  • (d) Located or operating within a 25-mile radius of the outer boundaries of the protected territory of any other BrightStar Care Agency (whether owned by a franchisee, us, or our affiliates) in operation on the effective date of the expiration, non-renewal, termination, or transfer.
• 11.4.4 You covenant, for a period of twenty-four (24) months after the expiration, non-renewal or termination of this Agreement, regardless of the cause of termination, or for twenty-four (24) months after sale of the Agency or any interest in you, not to solicit business from clients of your former Agency, from any National Accounts, or from referral sources with which your former Agency or the BrightStar System did business during the Initial Term and not to contact any of our suppliers or vendors in connection with your ownership, management, operation, maintenance of, engagement in, consulting with, or having any interest in any Competing Business.

Source: Item 22 — CONTRACTS (FDD pages 117–118)