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CONFIDENTIALITY AGREEMENT (Sample Only)

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

[Insert On the Line Below Name of Franchisee that Owns and Operates the Casiola Business] (hereinafter referred to as "us", "our" or "we")

Recitals and Representations

WHEREAS, we are the owners of a licensed Casiola Business (hereinafter referred to as the "Casiola 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 a Casiola 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, Casiola Franchise LLC is not a party to this agreement and does not own or manage the Casiola 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 Casiola 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:
  • "Bookings and 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 Casiola Business.
  • "Bookings and 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 Bookings and Management System of the Casiola 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 Casiola Business; (b) information

concerning customers, customer lists, email lists, database lists, product sales, operating results, financial performance and other financial data of the Casiola Business; (c) customer lists and information related to the Casiola Business; (d) Bookings and Management System Data; (e) current and future information contained in Casiola Operations Manual made available to the Casiola Business by Casiola Franchise LLC; and (f) production, supply, and service procedures that are not disclosed to the public but used by the Casiola Business.

"Digital Media" refers to and means any interactive or static electronic document, application or media including, but not limited to, www.casiola.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 Casiola Business or other Casiola Business.

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

"Operations Manual" refers to and means the confidential Operations Manual made available to the Casiola 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 Casiola designs, images, marketing materials, packaging, branding and/or branding images used in connection with the operation of the Casiola Business.

• 3. Your Access to Confidential Information. In addition to the representations and acknowledgments contained in the Recitals and Representations, above, you acknowledge and represent that in your capacity as an employee, independent contractor, officer and/or director of the Casiola Business that you will be gaining access to, among other things, the Confidential Information. You acknowledge that the terms of this Agreement are fair and reasonable.
• 4. Protection of the Confidential Information. You agree that: (i) you will not use the Confidential Information in any business or capacity other than the Casiola Business; (ii) you will maintain the confidentiality of the Confidential Information at all times; (iii) you will not make unauthorized copies of documents containing the Confidential Information;

Source: Item 23 — RECEIPTS (FDD pages 47–209)