FOR REFERENCE PURPOSES ONLY AS A SAMPLE FORM CONFIDENTIALITY AGREEMENT THAT FRANCHISOR MAY APPROVE FOR USE BY FRANCHISEE – BEFORE USING WITH AN EMPLOYEE OR CONTRACTOR FRANCHISEE SHOULD HAVE THIS AGREEMENT REVIEWED AND APPROVED BY AN INDEPENDENT LOCAL ATTORNEY HIRED BY FRANCHISEE]

Confidentiality Agreement (Sample Only)

This Agreement (the "Agreement") is entered into by the undersigned ("you") in favor of:

WHEREAS, we are the owners of a licensed C3 Wellness Business (hereinafter referred to as the "C3 Wellness Business") that we independently own and operate as a Franchisee;

WHEREAS, you are or are about to be an employee, independent contractor, officer and/or director of an C3 Wellness Business that is independently owned and operated by us;

WHEREAS, in the course of your employment, independent contractor relationship and/or association with us, you may gain access to Confidential Information (defined below in this Agreement) and you understand that it is necessary to protect the Confidential Information and for the Confidential Information to remain confidential;

WHEREAS, our franchisor, Aryes Franchising LLC is not a party to this agreement and does not own or manage the C3 Wellness Business but is an intended third party beneficiary of this Agreement; and

WHEREAS, this Agreement is not an employment agreement and is only a confidentiality agreement in connection with information, materials and access that may be provided to you in connection with the C3 Wellness Business.

NOW THEREFORE, you acknowledge and agree as follows:

• 1. Recitals and Representations. You agree that the foregoing Recitals and Representations are true and accurate and shall constitute a part of this Agreement and are hereby incorporated into the main body of this Agreement.
• 2. Definitions. For purposes of this Agreement, the following terms have the meanings given to them below:
  • "Business Management System" refers to and means the software and/or internet or cloud based system and/or systems, point of sale system or systems and customer relationship management system or systems as used in connection with the operations of the C3 Wellness Business.
  • "Business Management System Data" refers to and means the forms, data, tools, customer information, inventory and sales information, and other information that is entered into and/or maintained on the Business Management System of the C3 Wellness Business.

"Confidential Information" refers to and means: (a) non-public methods, specifications, standards, policies, procedures, information, concepts, programs and systems relating to the development, establishment, marketing, promotion and operation of the C3 Wellness Business; (b) information concerning customers, customer lists, email lists, database lists, product sales, operating results, financial performance and other financial data of the C3 Wellness Business; (c) customer lists and information related to the C3 Wellness Business; (d) Business Management System Data; (e) current and future information contained in the C3 Wellness Operations Manual made available to the C3 Wellness Business by Aryes Franchising LLC; and (f) production and service procedures that are not disclosed to the public but used by the C3 Wellness Business.

"Digital Media" refers to and means any interactive or static electronic document, application or media including, but not limited to, www.C3WellnessFranchise.com, social media platforms and applications such as Facebook, LinkedIn, Twitter, Pinterest, Instagram, SnapChat, YouTube, and world wide web and internet based directories and local directories that refers, references, identifies, reviews, promotes and/or relates, in any way, to the C3 Wellness Business or other C3 Wellness Business.

"Licensed Marks" refers to and means the word marks, trademarks, service marks, and logos now or hereafter utilized in the operation of an C3 Wellness Business, including, but not limited to, the "C3 Wellness" word mark, associated logos, and any other trademarks, service marks or trade names that we designate for use in an C3 Wellness Business.

"Operations Manual" refers to and means the confidential Operations Manual made available to the C3 Wellness Business by our franchisor or as otherwise designated by us. The Operations Manual may consist of one or more volumes, handbooks, manuals, written materials, video, electronic media files, cloud/internet based list-service, intra-net, internet based and accessed databases, computer media, webinars and other materials as may be modified, added to, replaced or supplemented.

"Trade Dress" refers to and means the C3 Wellness designs, images, marketing materials, packaging, branding and/or branding images used in connection with the operation of the C3 Wellness Business.

• 3.

Source: Item 15 — OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS (FDD page 42)