Does Chop5 Salad Kitchen provide franchisees with access to a Manual during the Term?

ow*" means and includes our (and our affiliates') trade secrets and other proprietary information relating to the design, construction, development, marketing or operation of a Restaurant including, but not limited to: architectural plans, drawings and specifications for a prototype Restaurant; site selection criteria; recipes; methods and techniques; standards and specifications; policies and procedures; supplier lists and information; marketing strategies; merchandising strategies; financial information; and information comprising the System or included in the Manual.

• "Manual" means our confidential brand standards manual for the operation of a Restaurant.
• "Marks" means and includes all service marks, trademarks, trade names and logos that we designate from time to time and authorize Restaurants to use, including "CHOP5 Salad Kitchen®", "CHOP5®" and the associated logos. The Marks also include any distinctive trade dress used to identify a Restaurant or the products it sells.
• "Restaurant" means a fast-casual restaurant featuring made-to-order salads, bowls, soups and other

healthy food options under the name CHOP5 Salad Kitchen®.

"System" means our system developed for the operation of a Restaurant, the distinctive characteristics of which include: (a) proprietary recipes and methods of preparing food and beverage items, including made-to-order salads, bowls and soups; (b) distinctive interior and exterior designs, décor and color schemes; (c) standards and specifications for the furniture, fixtures and equipment utilized by a CHOP5 Salad Kitchen; (d) sales techniques and merchandising, marketing, advertising and inventory management systems; and (e) standardized procedures for operating and managing a CHOP5 Salad Kitchen.

2. Background. You are an officer, director, employee or independent contractor of Franchisee. As a result of this association, you may gain knowledge of our System and Know-how. You understand that protecting the Intellectual Property is vital to our success and that of our franchisees and that you could seriously jeopardize our franchise system if you were to unfairly compete with us. In order to avoid such damage, you agree to comply with the terms of this Agreement.

3. Intellectual Property and Confidential Information. You agree to:

• (i) refrain from using the Intellectual Property or Confidential Information in any business or for any purpose other than the operation of Franchisee's Restaurant;
• (ii) maintain the confidentiality of all Confidential Information at all times;
• (iii) refrain from making unauthorized copies of documents containing any Confidential Information;
• (iv) take all steps we reasonably require to prevent unauthorized use or disclosure of Confidential Information; and
• (v) immediately stop using the Intellectual Property and Confidential Information at such time that you are no longer an officer, director, employee or independent contractor of Franchisee.

You agree to assign to us or our designee, without charge, all rights to any Improvement developed by you, including the right to grant sublicenses. If applicable law precludes you from assigning ownership of any Improvement to us, then such Improvement shall be perpetually licensed by you to us free of charge, with full rights to use, commercialize and sublicense the same.

• 4. Family Members.

Source: Item 23 — RECEIPT (FDD pages 50–178)