Does the Management Company disclose confidential information to the Licensed Provider in the performance of Management Company Services under the Degree Wellness agreement?

10.1 Types of Confidential Information. Pursuant to the Franchise Agreement, Management Company possesses a license to use certain unique confidential and proprietary information and trade secrets consisting of the following categories of information, methods, techniques, products, services and knowledge developed by Degree Wellness, including but not limited to: (a) services and products offered and sold at Degree Wellness franchises; (b) knowledge of sales and profit performance of any one or more Degree Wellness franchises; (c) knowledge of sources of products sold at Degree Wellness franchises, (d) advertising and promotional programs and image and decor; (e) methods, techniques, formats, specifications, procedures, information, systems, and knowledge of, and experience in, the development, operation, and franchising of Degree Wellness franchises; (f) copyrighted materials, including, without limitation, office forms and procedures, marketing materials, telephone scripts and the content of Degree Wellness's Operations Manual; and (g) the methods of training employees. Management Company will disclose much of the above-described information to Licensed Provider in the performance of the Management Company Services under this Agreement and the operation of the Studio Management Business. In addition, in the course of the performance of the Licensed Provider Services, Licensed Provider (or its employees) may develop ideas, concepts, methods, or techniques of improvement relating to the Studio Management Business that Licensed Provider agrees to disclose to Management Company, who then may disclose to Degree Wellness to use or authorize others to use in other Degree Wellness franchises owned or franchised by Degree Wellness or its affiliates. (All of such information disclosed to or developed by Licensed Provider will be referred to in this Agreement as the "Confidential Information".)

10.2 Non-Disclosure Agreement.

• (a) Licensed Provider agrees that its relationship with Management Company does not vest in Licensed Provider any interest in the Confidential Information, other than the right to use it solely in the performance of the Licensed Provider Services during the Agreement Term, and that the use or duplication of the Confidential Information in any other business or for any other purpose would constitute an unfair method of competition or otherwise result in irreparable damage to Management Company and/or Degree Wellness.
• (b) Licensed Provider acknowledges and agrees that the Confidential Information belongs to Degree Wellness, may contain trade secrets belonging to Degree Wellness, and is

disclosed to Licensed Provider or authorized for his/her/its use solely on the condition that Licensed Provider agrees, and Licensed Provider therefore does agree, that Licensed Provider (1) will not use, directly or indirectly, the Confidential Information in any business or capacity or for any purpose other than as needed in the performance of the Licensed Provider Services pursuant to and in accordance with this Agreement during and after the Agreement Term; (2) will maintain the absolute confidentiality of the Confidential Information during and after the Agreement Term and not directly or indirectly publish or otherwise disclose it to any third party; (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written form or another form or media that may be copied or duplicated; and (4) will adopt and implement all reasonable procedures, including any that Degree Wellness or Management Company may prescribe from time to time, to prevent unauthorized use or disclosure of the Confidential Information, including without limitation restrictions on disclosure to or by Licensed Provider's employees, and the use of non-disclosure, non-solicitation, non-disparagement and noncompetition agreements Degree Wellness or Management Company may prescribe or approve for Licensed Provider's owners, officers, directors, employees, independent contractors, or agents who may have access to the Confidential Information. Licensed Provider and Management Company acknowledge and agree that Degree Wellness is a third-party beneficiary of the foregoing covenants and agreements, but that Degree Wellness is under no duty or obligation to Licensed Provider or Management Company to enforce any such agreements for its or Degree Wellness's benefit. Licensed Provider's duties and obligations with respect to the Confidential Information shall survive the termination or expiration of this Agreement.

Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 63–66)