What constitutes an 'Owner' within the definition contained in the Ella Cafe Development Agreement?

According to Ella Cafe's 2024 Franchise Disclosure Document, an individual who owns a beneficial interest in the Developer is considered an "Owner" within the definition contained in the Development Agreement. This definition is significant because it triggers certain obligations and restrictions for these individuals, particularly concerning confidentiality and non-compete clauses.

Specifically, an Owner must comply with the provisions in Section 6 of the Development Agreement regarding the use of Confidential Information, ensuring that such information is protected and used only for authorized purposes. They must also adhere to Section 8 of the Development Agreement, which concerns the transfer of their interest in the Development Agreement or the Developer entity itself.

Furthermore, for a period of two years after ceasing to be an Owner (or two years after the termination or expiration of the Development Agreement, whichever comes first), the individual is subject to non-compete restrictions. These restrictions prevent them from diverting customers, employing individuals associated with Ella Cafe, or engaging in activities that could harm the goodwill associated with the Ella Cafe brand and system.