[Item 23: RECEIPTS]

EXHIBIT A-2 TO THE FRANCHISE DISCLOSURE DOCUMENT

CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT

With respect to determining the feasibility of whether or not to purchase a COOL BINZ franchise, Cool Binz International, LLC, is prepared to provide you with certain financial, business, marketing, and operational information concerning the business operations of Cool Binz International, LLC.

We are able to provide you this information with your explicit understanding and agreement that you recognize and agree that this information is confidential and valuable, and that this information constitutes special and unique proprietary rights and assets of Cool Binz International, LLC.

The term "Confidential Information" shall mean and include any and all information disclosed by us to you relating to the COOL BINZ business and potential trade name and internet web names, whether copyrighted or patented. Provided; however, Confidential Information shall not include information which:

• A. Is disclosed to you following the date of this Agreement by a third party who is not under an obligation to keep the information confidential;
• B. Is or becomes publicly disclosed through no act or omission of yours; and/or
• C. Information previously known by you prior to contact with us.

In accepting this Confidential Information, you agree that you will not disclose it to any third party or make use of it yourself, in any regard, with the exception that it may disclosed to an attorney, accountant or business consultant that you utilize as part of your due diligence process, provided you assure they are informed of and comply with all the terms of this Confidentiality and Non-Disclosure Agreement.

You further agree to maintain the confidentiality of any and all confidential information which has been provided to you in a manner using at least the same degree of care as the manner used to maintain the confidentiality of your most confidential information.

In the event that you do not purchase a COOL BINZ business, or upon our request at any time, you agree to return all materials furnished to you or to certify in writing that such information has been destroyed.

You further recognize that breach of this Confidentiality and Non-Disclosure Agreement by you will cause severe and irreparable damage to Cool Binz International, LLC, and that Cool Binz International, LLC, may pursue all of its rights and remedies after any breach, including specific performance. [Item 23: RECEIPTS]

At the start of their employment, you must require, as consideration for employment, each of your Managing Owner, Designated Managers, sales and/or account management employees to sign non-disclosure and confidentiality agreements that we have specified or approved. Such agreements will prohibit disclosure, by the employee to any other person or legal entity, of any trade secrets, customer lists, or other information, knowledge, or know-how regarding the System or the operation of the COOL BINZ Business, which is deemed confidential and/or proprietary by us. Such employee non-disclosure and confidentiality agreements will, to the fullest extent permitted by applicable law, prevent employees from servicing or soliciting any of the customers of your Business, except in their capacities as employees of the COOL BINZ Business. We may require you to send us a copy of such agreements once fully signed.

[Item 23: RECEIPTS]

• 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 COOL BINZ 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 must, 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 COOL BINZ 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, DVDs, zip drives, PDAs, jump drives or other peripheral drives and memory cards, containing any Confidential Information for the purpose of removing such Confidential Information or, if mutually agreed upon, surrender such devices to us.

Source: Item 23 — RECEIPTS (FDD pages 63–238)