What does the Nonuse, Nondisclosure and Non-Competition Agreement prevent the Franchisee Candidate from doing with Christian Brothers Automotive's Confidential Information?

provide access to the Confidential Information to any Person who is not a signatory to this Agreement without CBAC's prior written consent, which consent may be withheld in CBAC's sole and exclusive discretion. The Franchisee Candidate is responsible for any breach of this Agreement by any Person who receives any of the Confidential Information, either directly or indirectly, from the Franchisee Candidate. The Franchisee Candidate will promptly notify CBAC of any unauthorized access to, misuse or misappropriation of the Confidential Information that comes to the Franchisee Candidate's attention. For purposes of this Agreement, the term "Person" means any person, persons, partnership, entity, association, or corporation (other than CBAC).

Additional Nondisclosure Obligations.

Without CBAC's prior written consent, except where otherwise required by law (such requirements to be confirmed by a written legal opinion of the Franchisee Candidate's counsel), the Franchisee Candidate will not disclose to any Person the fact that the Confidential Information has been made available to the Franchisee Candidate.

If Franchisee Candidate is required by law to disclose all or any of the Confidential Information and such requirements are confirmed by a written legal opinion of the Franchisee Candidate's counsel, Franchisee Candidate shall reasonably cooperate with CBAC in any effort to seek a protective order or otherwise contest such required disclosure, at CBAC's expense.

The Franchisee Candidate shall give CBAC prompt notice of any such legal or governmental demand for the Confidential Information.

Non-Competition Obligations.

Franchisee Candidate acknowledges and agrees that the training required by CBAC of Franchisee Candidate will give Franchisee Candidate access to Confidential Information, including, without limitation, to vendors and customers of CBAC and CBAC franchise businesses.

Franchisee Candidate covenants and agrees that during the term of this Agreement, unless CBAC gives Franchisee Candidate its prior written approval, Franchisee Candidate shall not, either directly or indirectly, for Franchisee Candidate, or through, on behalf of, or in conjunction with any Person: (i) divert or attempt to divert any current or potential business account or customer of CBAC (or of any CBAC franchise business) to any Person, whether by direct or indirect suggestion, referral, inducement, or otherwise; (ii) do or perform, directly or indirectly, any act that might injure or be harmful to the goodwill associated with CBAC; and/or (iii) directly or indirectly for Franchisee Candidate or on behalf of, or in conjunction with any Person, own, maintain, operate, engage in, be employed by, or have any interest in any business that is the same as or similar to a CBAC franchise business.

Franchisee Candidate further covenants and agrees that for a period of three (3) years following the termination of this Agreement, unless CBAC gives Franchisee Candidate its prior written approval, Franchisee Candidate shall not, either directly or indirectly, for Franchisee Candidate, or through, on behalf of, or in conjunction with any Person, own, maintain, operate, engage in, be employed by, or have any interest in any business that is the same as or similar to a CBAC franchise business, if that business is located (or if it is intended to be located) within a radius of ten (10) miles of any CBAC franchise business located anywhere at that time.

Source: Item 22 — CONTRACTS (FDD page 76)