Can a Cinch I.T. franchisee seek to register any of the Cinch I.T. Marks without Cinch I.T.'s approval?

NCHISE, LLC, a Massachusetts limited liability company ("Franchisor"), | | ("Franchisee") and | | ("Trainee"). | | | | RECITALS | | | | WHEREAS, Franchisor has developed, is using and is the owner of all rights in a unique |

system (hereinafter "CINCH I.T. SYSTEM") for the development and operation of a business which provides Information Technology Support Services under the trade name and mark CINCH I.T.(hereinafter "CINCH I.T.");

WHEREAS, CINCH I.T. SYSTEM includes but is not limited to certain trade names, trademarks, trade dress and logos including, but not limited to, the mark CINCH I.T., service marks, trade symbols, trade dress, signs, slogans, associated logos, designs, emblems, URLs, domain names, website addresses, e-mail addresses, digital cellular addresses, wireless web addresses and the like and copyrights and such other trade names and trademarks as Franchisor may develop in the future for the purposes of identifying CINCH I.T. SYSTEM, and such other distinguishing characteristics of CINCH I.T. SYSTEM including, without limitation, distinctive sales and marketing procedures; knowledge and procedures for providing business computer support, general I.T. support, and other technology related services; inventory, management and financial control methods; and training and assistance, all of which may be changed, improved and further developed by Franchisor from time to time ("Trade Secrets");

WHEREAS, Franchisor's Trade Secrets provide economic advantages to Franchisor and are not generally known to or readily ascertainable by proper means by Franchisor's competitors who could obtain economic value from knowledge and use of Franchisor's Trade Secrets;

WHEREAS, Franchisor has taken and intends to take all reasonable steps to maintain the confidentiality and secrecy of Franchisor's Trade Secrets;

WHEREAS, Franchisor and Franchisee have agreed in the Franchise Agreement on the importance to Franchisor and to Franchisee and other licensed users of CINCH I.T. SYSTEM of restricting use, access and dissemination of Franchisor's Trade Secrets;

WHEREAS, it will be necessary for certain employees and contractors of Franchisee to have access to and to use some or all of Franchisor's Trade Secrets in the development and maintenance of Franchisee's Business using CINCH I.T. SYSTEM;

WHEREAS, Franchisee has agreed to obtain from certain key employees written agreements protecting Franchisor's Trade Secrets and CINCH I.T. SYSTEM against unfair competition;

WHEREAS, Trainee wishes to remain, or wishes to become, an employee of Franchisee; and

WHEREAS, Trainee wishes and needs to receive and use Franchisor's Trade Secrets in the course of Trainee's employment in order to effectively perform Trainee's services for Franchisee.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows:

• 1. Franchisor and/or Franchisee shall disclose to Trainee some or all of Franchisor's Trade Secrets relating to CINCH I.T. SYSTEM.
• 1. Trainee shall receive Franchisor's Trade Secrets in confidence, maintain them in confidence, and use them only in the course of Trainee's employment by Franchisee and then only in connection with the development and/or maintenance by Franchisee of Business using CINCH I.T. SYSTEM for so long as Franchisee is licensed by Franchisor to use CINCH I.T. SYSTEM.
• 1. Trainee shall not at any time make copies of any documents or compilations containing some or all of Franchisor's Trade Secrets without the express written permission of Franchisor.

Source: Item 23 — RECEIPTS (FDD pages 60–269)