Are the Cicis recipes considered Confidential Information?

e signed a confidentiality agreement, in form and substance we approve, pursuant to which they agree to maintain the same level of confidence to which you are bound under this Agreement. We may, from time to time, revise the contents of the Manuals, and you hereby expressly agree to comply with each new or changed standard. In the event of any dispute as to the contents of the Manuals, the terms of the master copy of the Manuals that we maintain will control.

• 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).

Confidential Information does not include information, knowledge, or know-how, which is lawfully known to the public without violation of applicable law or an obligation to us or our affiliates.

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.

You may divulge such Confidential Information only to those of your Owners, employees and independent contractors who must have access to it in order to operate your Restaurant and then only if they are bound to the same obligations regarding confidentiality to which you are obligated under this Section. You may not, and you will ensure that your Owners, employees and independent contractors will not, without our prior written consent, copy, duplicate, record, or otherwise reproduce any Confidential Information, in

whole or in part, nor otherwise make the same available to any unauthorized Person. Prior to disclosing any Confidential Information to any Person that you are permitted under this Section to disclose such information, you will obtain the execution by such Person of covenants similar to those set forth in this Section 9.B, on our then-current form of agreement. The covenant in this Section 9.B.

Source: Item 22 — CONTRACTS (FDD pages 64–65)