Does the Del Taco Non-Disclosure Agreement specify any financial thresholds related to the disclosure or use of Proprietary Information?

------|---------------| | , 20 | , between Del | | Taco, LLC, a California limited liability company, having its principal place of business at 25521 | Commercentre | | Drive, Suite 150, Lake Forest, California 92630 ("Del Taco"); and | _,a corporation, | | having its principal place of business at | ("Prospective | | Franchisee") (collectively, "Parties"). | | WHEREAS, Del Taco is the owner of certain proprietary and confidential information, which may include but is not limited to financial data, operating procedures, marketing information, business strategies (hereinafter referred to as "Proprietary Information");

WHEREAS, Prospective Franchisee is interested in having access to such Proprietary Information for the purpose of determining whether it is interested in entering into a franchising relationship;

NOW THEREFORE, considering the following premises, and intending to be legally bound thereby, it is agreed as follows:

• 1. Prospective Franchisee will keep confidential the Proprietary Information that may be disclosed to it orally or in writing.
• 1. Proprietary Information may be disclosed by the Prospective Franchisee only to those of its employees, agents and consultants who need to know such Proprietary Information for the purpose described above, who have been informed of the confidential nature of such information, and who are obligated to maintain such information in confidence.
• 1. Prospective Franchisee will not disclose such Proprietary Information to any third party without the prior written consent of Del Taco.
• 1. Prospective Franchisee will not use such Proprietary Information for any purpose other than the purpose for which disclosed.
• 1. All tangible Proprietary Information furnished by Del Taco shall be subject to repossession by Del Taco at any reasonable time upon request, and at all times while in the possession of the receiving party shall be segregated and physically identified as Del Taco's property. All documents and other tangible expressions of the Proprietary Information shall be returned to Del Taco or be destroyed, if so instructed in writing by Del Taco.
• 1. Proprietary Information shall not include, and the obligations set forth above shall not apply to, information which:
  • a. Was known to Prospective Franchisee prior to any disclosure by Del Taco;
  • b. Is or shall become public information through no breach of this Agreement;
  • c. Is received by Prospective Franchisee from a third party having no secrecy obligation to Del Taco with respect to such disclosed information; or
  • d. Subsequently is developed, as evidenced by written documentation, by an employee, agent, or representative of Prospective Franchisee to whom Proprietary Information has not been divulged.
• 1. If Prospective Franchisee is requested or required to disclose Proprietary Information pursuant to a subpoena or an order of a court or governmental agency, it shall:
  • a. Promptly notify Del Taco of the existence, terms and circumstances surrounding the governmental request or requirement;

Source: Item 23 — RECEIPTS (FDD pages 59–325)