r provision of this Agreement, I may disclose the Confidential Information:

• (i) to Franchisee's directors, employees and professional advisers provided that they agree to keep the Confidential Information confidential;
• (ii) if the disclosure is necessary solely for the Permitted Purpose; or
• (iii) in order to comply with any applicable law or legally binding order of any court, Government Authority, or administrative or judicial body.

2. NON-COMPETITION DURING AND AFTER THE RELATIONSHIP WITH FRANCHISEE

I agree that I shall not, and I will ensure that any person or entity which I control shall not:

• (a) be concerned or interested in any Restrained Business (directly or indirectly, or through any interposed corporate entity, trust, partnership, or entity as trustee, principal, agent, shareholder, beneficiary, or as an independent contractor, consultant, adviser or in any other capacity);
• (b) advise, assist, consult with or for or in connection with any Restrained Business or any person associated with or in any manner whatsoever connected to or engaged by or in connection with any Restrained Business;
• (c) hold or own (beneficially or non-beneficially) whether directly or indirectly and whether absolutely or contingently or hold options over shares or any other securities or units of any entity engaging in a Restrained Business; and
• (d) procure, employ, seek to employ or engage, or appoint in any capacity (whether as a consultant, director or otherwise), any person who is or has been in the 12 months prior to such action an employee or independent contractor of the Franchisor or any Chatime Store Business

during the Restraint Period in the Restraint Area.

Nothing in this Agreement, including this Section 3, prevents the Covenantor (or any of its affiliates) from:

• (a) owning less than 5%, by value, of securities in a listed corporation; or
• (b) engaging or being concerned or interested in the Franchised Business in accordance with this Agreement.

4. RESTRICTIONS ARE REASONABLE AND SEVERABLE

• (a) The covenants in this Agreement will have the effect as if they were several covenants consisting of:
  • (i) each separate covenant set out in Section 3, combined with;
  • (ii) each Restrained Business, combined with;
  • (iii) each Restraint Period, combined with;
  • (iv) each Restraint Area.
• (b) I acknowledge and agree with the Franchisor that if any of the rights of the Franchisee or Franchisor resulting from the interpretation of this Agreement are in any way invalid or unenforceable, then such invalidity or unenforceability shall not prejudice or in any way affect the validity or enforceability of the remainder of this Agreement and the invalid or unenforceable part shall be severed from this Agreement and, for the purposes of this Agreement, the next geographically largest, temporally longest and most expansive with regard to subject matter combination of the Restraint Area, Restraint Period and Restrained Business remains in force.
• (c) I acknowledge and agree that each of the restrictions contained in this Agreement (i) is reasonable as to period, territorial limitation and subject matter; (ii) the restrictions in this Agreement are intended to help protect or preserve the Franchisee's and the Franchisor's legitimate business interests, including: (A) the Franchisor's relationship with other Franchisees; (B) the investment of the Franchisee in developing the Franchised Business and training its employees; (C) the investment of the Franchisor and its Affiliates in developing the Business System and training its Franchisees; (C) the revenue earned from the business conducted by the Franchisor and members of the Network; (D) the goodwill of the Franchised Business and the Franchisor; (E) the goodwill of other Chatime Store Businesses; (F) the ability for the Franchisor to appoint any person to operate the Franchised Business; and (iii) confers a benefit on the Franchisee and the Franchisor which is no more than that which is reasonably and necessarily required by the Franchisor for the maintenance and protection of the Franchisee and the Franchisor, the members of the Network, and the Business System. All of the restrictions in this Agreement are intended to prevent: (i) the owners, members, shareholders, officer, directors, managers and employees of the Franchised Business from taking unfair advantage of the benefits that may be provided by a franchise for a Chatime Store Business; (ii) the misappropriation, misuse or unauthorised use of the Intellectual Property including the Business System or Confidential Information; and (iii) damage to the Network.

5. DAMAGES NOT AN ADEQUATE REMEDY

I acknowledge and agree that without prejudice to any right or remedy available to the Franchisee or the Franchisor:

• (a) damages are not an adequate remedy if a person breaches this Agreement;
• (b) the Franchisee or the Franchisor may apply for and obtain, without the necessity

of posting a bond, injunctive relief if:

• (i) a person breaches or threatens to breach any provision of this Agreement; or
• (ii) it believes a person is likely to or threatening to breach any provision of this Agreement.

6. ENFORCEMENT

• (a) Franchisor is a third-party beneficiary of this Agreement and may enforce it, solely and/or jointly with the Franchisee. I am aware that my violation of this Agreement will cause the Franchisor and the Franchisee irreparable harm;

Source: Item 23 — Receipts (FDD pages 58–262)