6 Confidential Information

• 6.1 Obligation to Maintain Confidentiality
  • (1) Developer and Guarantor acknowledge and agree that neither Developer nor any Guarantor will acquire any interest in the Confidential Information, other than the right to utilize the Confidential Information in performing their obligations under this Agreement, and that the use or duplication of any Confidential Information would constitute an unfair method of competition.
  • (2) Developer and Guarantor hereby agree that during the term of this Agreement and following the expiration or termination of this Agreement that they:
    • (a) Will not use the Confidential Information in any other business operation or capacity;
    • (b) Will maintain the absolute confidentiality of the Confidential Information;
    • (c) Will not make unauthorized copies of any portion of the Confidential Information; and
    • (d) Will adopt and implement all reasonable procedures that Franchisor prescribes from time to time to prevent unauthorized use or disclosure of the Confidential Information, including, without limitation, restrictions on the disclosure of the Confidential Information to Franchisees, Outlet personnel and others;
  • (3) Notwithstanding anything to the contrary contained in this Agreement, the restrictions set out in clause 6.1(2) will not apply to information that:
    • (a) Is or becomes publicly available, other than by breach of this Agreement;
    • (b) Developer or Guarantor (as applicable) is legally compelled to disclose, provided Developer/Guarantor must have used its best efforts and afforded Franchisor the opportunity to obtain an appropriate protective order or other assurance

satisfactory to Franchisor of confidential treatment for the information required to be disclosed; or

• (c) Is otherwise permitted under the terms of this Agreement.
• (4) If required by Franchisor, Developer must ensure that Developer's Owner managers, directors, shareholders, agents, employees and any Interested Party enter into a confidentiality agreement in a form that is acceptable to Franchisor.

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