What are the specific obligations of a City Wide franchisee related to maintaining the confidentiality of the Operating Manual (Item 11) as outlined in the franchisee's obligations (Item 9)?

for the Franchised Business's products and designated service and product lines. Franchisee's failure to devote Franchisee's best efforts to adequately represent the Marks and the System at Franchisee's Location will be deemed to be just cause for CITY WIDE to terminate this Agreement.

CITY WIDE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE USE, VALIDITY OR ENFORCEABILITY OF ANY COPYRIGHTS REFERENCED IN THIS AGREEMENT.

SECTION 8. Confidential Operating Manual

• 8.1 During the Term CITY WIDE will provide Franchisee with access to CITY WIDE's current confidential Operating Manual, containing reasonable and mandatory specifications, standards, operating procedures and rules prescribed from time to time by CITY WIDE for the Franchised Business and information relative to Franchisee's other obligations under this Agreement and the operation of the Franchised Business. CITY WIDE will have the right to add to and otherwise modify and replace the Operating Manual from time to time, provided that no such addition or modification will alter Franchisee's fundamental status and rights under this Agreement.
• 8.2 The Operating Manual will alwaysremain the sole property of CITY WIDE and Franchisee will promptly cease to use any electronic versions and destroy any printed copies upon the expiration or other termination of this Agreement. Franchisee agrees and covenants that Franchisee will not disclose, duplicate, or otherwise use in an unauthorized manner any portion of the Operating Manual.
• 8.3 The Operating Manual contains proprietary information of CITY WIDE and is considered Confidential Information (as defined in Section 9). The Operating Manual will be kept confidential by Franchisee both during and after the expiration or termination of this Agreement. For the elimination of doubt, the entire Operating Manual is designated as confidential.
• 8.4 Failure to follow the mandatory specifications and standards set forth in the Operating Manual, as amended from time to time, constitute a material breach of this Agreement. If such material breach is not cured within thirty (30) days of receipt of the written notice of default from CITY WIDE, CITY WIDE may terminate this Agreement.

SECTION 9. Confidential Information

9.1 Franchisee acknowledges that Franchisee's entire knowledge of the operation of a Franchised Business, including the knowledge, or know-how regarding the specifications, standards and operating procedures of the services and activities, is derived from information disclosed to Franchisee by CITY WIDE and that certain of such information is proprietary, confidential and a trade secret of CITY WIDE ("Confidential Information"). Franchisee will maintain the absolute confidentiality of all such Confidential Information during and after the Term and will not use any such information in any other business or in any manner not specifically authorized or approved in writing by CITY WIDE. However, Franchisee's obligation to maintain the confidentiality of such Confidential Information is subject to the following exceptions: (i) such information was previously known by Franchisee prior to disclosure by CITY WIDE if Franchisee identifies such information as previously known; (ii) information disclosed to Franchisee by a third party, unless the third party is under a duty not to disclose or use the information, or unless the third party is not in rightful possession of such information; or (iii) information generally known in the pertinent trade; such information shall be deemed generally known only if Franchisee can establish that the full particulars of the proprietary information in the combination disclosed to Franchisee is well known or generally used within the trade or industry.

Exceptions (i) to (iii) above will apply only if Franchisee notifies CITY WIDE of the pertinent exception within thirty (30) days after CITY WIDE discloses to Franchisee any Confidential Information.

In this Section, Confidential Information will not be considered to fall within the exceptions above merely because such information is embraced by or is part of more general information in the public domain or in Franchisee's possession. In addition, any combination of features will not be deemed to be within the foregoing exceptions merely because individual features are in the public domain and are in Franchisee's possession, but only if the combination itself, its principal of operation, knowledge or ability are in the public domain or in Franchisee's possession.

• 9.2 Franchisee will divulge such Confidential Information only to the extent and only to those of Franchisee's employees who must have access to operate the Franchised Business. All information, knowledge and know-how, including, without limitation, specifications and standards concerning the operation of the Franchised Business and other data which CITY WIDE designates as Confidential Information, will be deemed confidential for purposes of this Agreement.