What procedures must Cicis franchisees and their owners implement to prevent unauthorized use or disclosure of Confidential Information?

You and your owners will not acquire any interest in the Confidential Information other than the right to use it in operating the Restaurant. You must maintain the absolute confidentiality of the Confidential Information during and after the expiration or termination of the Franchise Agreement. You and your Owners, your employees and independent contractors must adopt and implement reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information. You and your owners can divulge this Confidential Information only to individuals or entities specifically authorized by us in advance, or to your employees or contractors who must have access to it to operate the Restaurant, however, such individuals or entities must be under a duty of confidentiality no less restrictive than your obligations to us under the Franchise Agreement. We may require you to have your employees and contractors execute individual undertakings and shall have the right to regulate the form of and be a party to or third-party beneficiary under any such agreements. Neither you nor your owners are permitted to make unauthorized copies, record or otherwise reproduce the materials or information or make them available to any unauthorized person.

B. Confidentiality; Innovations. You and your Owners and personnel may from time to time be provided with or otherwise be exposed to certain information about the System and the development and operation of Cicis Restaurants, including your Restaurant (some, but not all of which may be "trade secrets" under applicable law), that we consider and protect as our confidential information (regardless of whether they are marked as such), including the following (collectively, the "Confidential Information"): (1) growth and development plans, strategies, and forecasts related to the System; (2) site selection criteria; (3) initial or additional training and operations materials, including recipes and the Manuals; (4) the System Standards and other methods, formats, specifications, standards, systems, procedures, techniques, market research, customer data, knowledge, and experience used in developing, promoting and operating Cicis Restaurants; (5) knowledge of specifications for, and vendors of, assets and other products and supplies; (6) any software or other technology which is proprietary to us, our affiliates, or the System, including digital passwords and identifications and any source code of, and data, reports, and other materials generated by, the software or other technology; (7) customers of Cicis Restaurants (including your Restaurant); and (8) knowledge of the operating results and financial performance of Cicis Restaurants (including your Restaurant).

You agree that you, your Owners, your employees and independent contractors will adopt and implement reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information. Further, you and your Owners, and your employees, and independent contractors will not, during the Term or at any time thereafter, disclose any of our Confidential Information to any other Person or use any of our Confidential Information for any purposes other than the business you own and operate pursuant to this Agreement.

The Manuals and any passwords and access credentials are part of our Confidential Information (defined below) and must be protected against improper use and disclosure.

If we develop an Intranet, you will use our Intranet in accordance with all applicable Laws and in strict compliance with the standards, protocols, and restrictions that we include in the Manuals (including standards, protocols, and restrictions relating to the encryption of Confidential Information and prohibitions against the transmission of libelous, derogatory, or defamatory statements).

We reserve the right to require you to obtain from us and use an e-mail address associated with our registered domain name. If we require you to obtain and use an e-mail address, you must do so according to our then-current System Standards. You acknowledge and agree that we will have unrestricted access to all such e-mail accounts, and all documents, data, materials, and messages shared from or by such accounts. We may deactivate any such account or limit your or your users' access to it at any time. You acknowledge and agree that you will use such e-mail address only in connection with the operation of your Restaurant and in compliance with all Laws.

Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 42–43)