What security precautions can Clear Pest Pros request to ensure the preservation of proprietary rights?

At our request, you shall purchase or lease, and thereafter maintain, the Computer System, Clear Pest Pros Software, and the Required Software. You agree to pay all fees associated with the use of Clear Pest Pros Software and any other Required Software, which may be payable to us or our approved or designated suppliers. You expressly agree to strictly comply with our thencurrent standards and specifications for all items associated with your Computer System, Clear Pest Pros Software and any Required Software, including any security software. You agree, at your own expense, to keep your Computer System in good maintenance and repair and install such upgrades, additions, changes, modifications, substitutions, and/or replacements to your Computer System or Required Software as we direct from time to time in writing. You agree that your compliance with this Section shall be at your sole cost and expense.

We may require that your Computer System be programmed to automatically transmit data and reports about the operation of the Clear Pest Pros Business to us. We shall also have the right to, at any time without notice, electronically connect with your Computer System to monitor or retrieve data stored on the Computer System or for any other purpose we deem necessary. There are no contractual limitations on our right to access the information and data on your POS System, Clear Pest Pros Software, and Computer System. You shall deliver to us all access codes, static Internet protocol ("IP") addresses and other information to facilitate our access to the data described in this Section within 30 days of opening the Clear Pest Pros Business. All client and customer data is property of the Franchisor and at the termination or expiration of this Agreement, any data not previously obtained by us shall be transmitted to us immediately.

We possess (and will continue to develop and acquire) certain confidential information (the "Confidential Information") relating to the development and

operation of Clear Pest Pros Businesses. The Confidential Information includes (without limitation):

• a. general operating procedures for a Clear Pest Pros Business;
• b. the proprietary Clear Pest Pros Software;
• c. personnel guidelines for hiring, training, retaining, promoting, and supporting the marketing and sales staff;
• d. the Initial Training;
• e. written marketing and advertising materials, audiotapes, videos, and programs for their utilization;
• f. knowledge of specifications and suppliers of certain equipment and supplies for the Clear Pest Pros Business;
• g. information on operating results and financial performance of Clear Pest Pros Businesses other than your own;
• h. The Operations Manual and the Clear Pest Pros owners intranet website and its contents;
• i. sales guidelines and strategies for developing business relationships in the insurance industry;
• j. The Customer Information, as defined in Section 5.B below; and
• k. Any other information we deem confidential.
• 1. You acknowledge and agree that you do not acquire any interest in Confidential Information, other than the right to utilize that which is disclosed to you in operating the Clear Pest Pros Business during the term of this Agreement, and that the use or duplication of any Confidential Information in any other business would constitute an unfair method of competition. You also acknowledge and agree that the Confidential Information is proprietary, includes our trade secrets, and is disclosed to you only on the condition that you promise to, during and at all times after the term of this Agreement:
  • a. not use Confidential Information in any other business or capacity;
  • b. maintain the absolute confidentiality of Confidential Information;
  • c. not make unauthorized copies of any portion of Confidential Information disclosed via electronic medium or in written or other tangible form;
  • d. adopt and implement all reasonable procedures that we prescribe from time to time to prevent unauthorized use or disclosure of Confidential Information, including, without limitation, restrictions on disclosure to employees of the Clear Pest Pros Business and others; and
  • e. immediately upon the expiration of termination of this Agreement, return and cease using in any way all Confidential Information and provide us with immediate access to all computer or other electronic or other storage media, including without limitation, hard drives, memories, CDs, floppy disks,

You must disclose to us all ideas, concepts, methods, techniques and products concerning the development and operation of Clear Pest Pros Business that you, the Managing Owner, the Designated General Manager, or employees conceive or develop during the term of this Franchise Agreement. We shall own the rights to all such ideas, concepts, methods, techniques and products, regardless of the source, and you must grant to us and agree to procure from your affiliates, owners or employees a perpetual, exclusive and worldwide right to use such ideas, concepts, methods, techniques and products concerning the development and operation of the Clear Pest Pros Business that you or your employees conceive or develop during the term of this Agreement. You must sign all documents we request to evidence our ownership or to assist us in securing intellectual property rights in such ideas, concepts, techniques or materials. We will have no obligation to make any lump sum or on-going payments to you with respect to any such idea, concept, method, technique or product. You must agree that you will not use, nor will you allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval.

Source: Item 22 — CONTRACTS (FDD pages 67–68)