or other Chatime Store Businesses.

Software includes: (a) operating systems, word processing, accounting, spread sheeting, database, point of sale software, or other business software; (b) materials on which the software

may be supplied or recorded; (c) materials about the software or terms of use; and (d) upgrades to each of the aforementioned software goods.

Territory means the geographic area specified in the Franchise Agreement.

1. CONFIDENTIAL INFORMATION

• (a) I agree that, I must hold the Confidential Information in strict confidence and must not disclose any of the Confidential Information to any person. I may only use of the Confidential Information for the Permitted Purpose, or as required by law, and not for any other purpose. I must take all necessary and reasonable steps to protect the confidentiality of the Confidential Information. I must inform the Franchisee if I become aware of an actual or suspected breach of this. I must not use the Confidential Information in a way that may be detrimental to the Business System, Network or the other party; or copy or duplicate the Confidential Information unless permitted by this Agreement, the Manual or the other party.
• (b) Notwithstanding any other 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.

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