[Item 22: CONTRACTS]

(d) "Franchise Agreement" shall mean the franchise agreement between Franchisor and ("Franchisee") dated as amended or renewed from time to time.

• (e) "Location" shall mean the accepted location of Franchisee's Franchised Business.

• (f) "Restrictive Period" shall mean a period of two (2) years that begins the earlier of (i) the date of termination, expiration, or non-renewal of the Franchise Agreement, regardless of the reason for such termination, expiration, or non-renewal, or (ii) the date Associate's association with Franchisee or the Franchised Business ends for any reason, including but not limited to, divorce, separation, sale, termination, or transfer.

  • (g) "Restrictive Territory" shall mean:
    • i) At the Location of the Franchised Business; or
  • ii) The Territory served by Franchisee as that Territory exists on the date of termination, expiration, non-renewal, or transfer of the Franchise Agreement, including the Location; or

• iii) The territories in which Franchisor or its affiliates operate any BURNEY'S SWEETS & MORE businesses or locations as of the date of termination, expiration, non-renewal, or transfer of the Franchise Agreement, including those locations; or

• iv) The territories of any of Franchisor's BURNEY'S SWEETS & MORE franchisees as those territories exist as of the date of termination, expiration, non-renewal, or transfer of the Franchise Agreement, including those locations; or

• v) An area which is within a 10-mile radius of:

• (1) The Location of the Franchised Business as of the date of termination, expiration, non-renewal, or transfer of the Franchise Agreement, including the Location, and

• (2) The location of any other BURNEY'S SWEETS & MORE shops owned by Franchisor or its affiliates or franchisees as of the date of termination, expiration, non-renewal, or transfer of the Franchise Agreement, including the Location.

• (h) "Term" shall mean the period between the Effective Date and the first date of the Restrictive Period.

• (i) "Territory" shall have the meaning defined in the Franchise Agreement.

• 1. Confidential Information.

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herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Associate and the Franchisor, intending legally to be bound, agree as follows:

1) Definitions.

• (a) "Associate" shall mean the individual described in the first paragraph of this Agreement.
• (b) "Competitive Business" as used in this Agreement means any business or commercial activity, other than a BURNEY'S SWEETS & MORE business that Franchisee is authorized by Franchisor to operate, that receives twenty-five percent (25%) or more of its gross sales from the sale of bakery items, including, but not limited to, cakes, croissants, and/or pies, and related items on a dine-in or carry-out basis, or that sells any amount of glazed and deep-fried croissants.
• (c) "Confidential Information" shall include, without limitation, any information, not generally known to the public, in any form, relating to the System and the Franchised Business and its operations, including all trade secrets of the Franchised Business; all knowledge, know-how, standards, methods, and procedures related to the establishment and operation of the Franchised Business not generally known to the public; all records pertaining to customers, suppliers, and other service providers of, and/or related in any way to, the Franchised Business (such as all names, addresses, phone numbers, e-mail addresses for customers and suppliers; customer purchase records and mail lists); product formulas, methods of production; electronic code, designs, marketing materials, and business, sales, and marketing strategies; financial information; databases; training materials; knowledge of the franchise system; and any other data and information that we or our affiliates designates as confidential, including all information contained in the Brand Standards Manual.

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5. Territorial Provisions.

(a) Territory. Subject to the provisions of this Section 5, provided Franchisee is in compliance with its obligations under this Agreement, Franchisor agrees that during the Initial Term it will not establish and operate, nor license any party other than Franchisee to establish and operate, a BURNEY'S SWEETS & MORE Shop at a physical location within the territory set forth in Attachment 1 hereto (the "Territory"), except at Non-Traditional Locations, as defined below. Until such time as the Location is identified and agreed upon in the Franchise Rider or in the Site Selection Acceptance Letter (as defined in the Franchise Rider), no Territory will be

granted to Franchisee and Franchisor shall have the right to locate other franchises anywhere Franchisor determines without interfering with any territorial rights of Franchisee. Franchisee shall not solicit business from customers outside of its Territory without receiving Franchisor's prior, written permission. Notwithstanding the foregoing, Franchisor does not warrant or represent that no other BURNEY'S SWEETS & MORE shop will solicit or make any sales within the Territory, and Franchisee hereby expressly acknowledges and agrees that such solicitations or sales may occur within the Territory. Franchisor shall have no duty to protect Franchisee from any such sales, solicitations, or attempted sales. Franchisee recognizes and acknowledges that (i) it will compete with other BURNEY'S SWEETS & MORE shops which are now, or which may in the future be, located near or adjacent to Franchisee's Territory and (ii) that such shops may be owned by Franchisor, its affiliates, and/or third parties. Franchisee further acknowledges that only Franchisor shall be permitted to solicit business from customers by means of computerized or other electronic remote-entry ordering systems (such as, for example, the internet, phone, or mobile applications) capable of accepting orders placed from within or outside the Territory. Notwithstanding anything in this Agreement to the contrary, Franchisee's Territory excludes enclosed malls, commercial kitchens, grocery stores, convenience stores, gas stations, hospitals, military installations, schools, airports, parks (including theme parks), sports arenas, traveling carts or food trucks, and similar venues ("Non-Traditional Locations").

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• (b) Reservation of Rights. Franchisor grant franchises and the rights to develop and operate a BURNEY'S SWEETS & MORE Shop only pursuant to the express terms of written agreements and not orally. All rights that are not granted to Franchisee in this Agreement are specifically reserved to Franchisor, and Franchisor will not be restricted in any manner from exercising them nor will Franchisor be required to compensate Franchisee should Franchisor exercise them. This includes the right, directly or through others and regardless of either (a) proximity to Franchisee's Shop or Territory or (b) any actual or threatened impact on sales of Franchisee's Shop to:
  • (i) use the Marks and System in connection with establishing and operating BURNEY'S SWEETS & MORE shops at any location outside the Territory;
  • (ii) use the Marks or other marks in connection with selling or distributing any goods (including branded merchandise) or services anywhere in the world (including within the Territory), whether or not Franchisee also offers them, through channels of distribution other than a BURNEY'S SWEETS & MORE Shop (including, for example, other permanent or temporary retail locations, kiosks, carts, food trucks, catalogs, mail order, or the internet or other electronic means or through delivery by Franchisor, Franchisor's affiliates, Franchisor's franchisees, and/or third party delivery services);
  • (iii) acquire, establish or operate, without using the Marks, any business of any kind at any location anywhere in the world (including within the Territory);
  • (iv) use the Marks in connection with soliciting or directing advertising or promotional materials to customers anywhere in the world (including within the Territory); and

Source: Item 22 — CONTRACTS (FDD page 50)