What is the purpose of the Confidentiality and Non-Competition Agreement for trained employees, shareholders, officers, directors, general partners, members, and managers of the Dermani Medspa franchisee?

, | 2022 | |

EXHIBIT D to the dermani MEDSPA® Area Development Agreement FRANCHISE AGREEMENT

The form of Franchise Agreement that we currently offer is attached.

EXHIBIT E to the dermani MEDSPA® Area Development Agreement

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (Between Developer and its Owners, Officers, and Directors)

BACKGROUND:

WHEREAS, dermani MEDSPA® Franchising LLC ( "Franchisor") has developed a distinctive set of specifications and operating procedures (collectively, the "System") for the operation of "dermani MEDSPA®" centers ( "Medpsas" or "Franchised Businesses").

WHEREAS, Franchisor and Developer have executed an Area Development Agreement ("Area Development Agreement") granting Developer the right to operate Franchised Businesses pursuant to individual Franchise Agreements;

WHEREAS, the Member, by virtue of his or her position with Developer, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must therefore be bound by the same confidentiality and non-competition agreement that Developer is bound by.

IN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. Confidential Information. Member will not, during the term of the Area Development Agreement or thereafter, communicate, divulge or use for any purpose other than the operation of the Franchised Businesses, any confidential information, knowledge, trade secrets or know-how which may be communicated to Member or which Member may learn by virtue of Member's relationship with Developer. All information, knowledge and know-how relating to Franchisor, its business plans, Franchised Businesses, or the System ("Confidential Information") is deemed confidential, except for information that Member can demonstrate came to Member's attention by lawful means prior to disclosure to Member or which, at the time of the disclosure to Member, had become a part of the public domain. In addition, there may be certain, limited circumstances where applicable law allows for the disclosure of certain trade secrets, as specified in the Manuals.

2. Covenants Not to Compete.

• (a) Member specifically acknowledges that, pursuant to the Area Development Agreement, and by virtue of his or her position with Developer, Member will receive valuable specialized training and Confidential Information, including, without limitation, information regarding the operational, sales, promotional, and marketing methods and techniques of Franchisor and the System.

• (b) Member covenants and agrees that during the term of the Area Development Agreement, except as otherwise approved in writing by Franchisor, Member will not, either directly or indirectly, for him or herself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:

• (i) develop, build, own, maintain, operate, manage, engage in, franchise, or license, or have any direct or indirect controlling or non-controlling interest as an owner – whether of record, beneficially, or otherwise – in medical spa centers or businesses that offer medical spa products or services substantially similar to those then offered by dermani MEDSPA®s ("Competitive Business");

• (ii) be or perform services as a director, officer, manager, employee, consultant, representative, or agent for a Competitive Business, wherever located or operating;

• (iii) divert or attempt to divert any actual or potential business or customer of the Franchised Business to a Competitive Business; or

• (iv) In any manner interfere with, disturb, disrupt, impair, diminish, or otherwise jeopardize our business or that of our affiliates or any of our developers or franchisees.

Source: Item 23 — RECEIPTS (FDD pages 66–311)