What sections of the Ella Cafe franchise agreement contain confidentiality and noncompetition covenants that, if violated, can lead to termination?

er of its Affiliate(s) under the terms of a Franchise Agreement; (ii) is within a five-mile radius of any Coffee House developed by Developer or operated by Developer or its Affiliate(s) under the terms of a Franchise Agreement; or (iii) is within a fivemile radius of any other Coffee House operating under the System and Marks that is in existence or under development at any location within the United States, its territories, or commonwealths, or any other country, province, state, or geographic area in which Franchisor or its Affiliates have used, sought registration of, or registered the Marks or similar marks, or operate or license others to operate a business under the Marks or similar marks, at the time of such expiration, termination, or transfer. The time periods relating to the restrictions set forth in this Section 6. will be tolled during any period of my noncompliance.

• 1. I agree that each of the foregoing covenants will be construed as independent of any other covenant or provision of this Guaranty. If all or any portion of a covenant in this Guaranty is held unreasonable or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Franchisor is a party, I expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Guaranty.
• 1. I understand and acknowledge that Franchisor has the right, in its sole discretion, to reduce the scope of any covenant set forth in this Guaranty, or any portion thereof, without my consent, effective immediately upon receipt by me of written notice thereof, and I agree to comply forthwith with any covenant as so modified.
• 1. I agree that the provisions contained in Section 14. of the Development Agreement will apply to any dispute arising out of or relating to this Guaranty. If Franchisor brings any legal action to enforce its rights under this Guaranty, I will reimburse Franchisor its reasonable attorneys' fees and costs.
• 1. I hereby guarantee the prompt and full payment of all amounts owed by the Developer under the Development Agreement.
• 1. I will pay all amounts due under this Guaranty within 14 days after receiving notice from Franchisor that the Developer has failed to make the required payment. I understand and agree that Franchisor need not exhaust its remedies against the Developer before seeking recovery from me under this Guaranty.
• 1. No modification, change, impairment, or suspension of any of Franchisor's rights or remedies will in any way affect any of my obligations under this Guaranty. If the Developer has pledged other security or if one or more other persons have personally guaranteed performance of the Developer's obligations, I agree that Franchisor's release of such security or other guarantees will not affect my liability under this Guaranty.
• 1. I WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, INVOLVING FRANCHISOR,

WHICH ARISES OUT OF OR IS RELATED IN ANY WAY TO THE DEVELOPMENT AGREEMENT AND/OR THE PERFORMANCE OF ANY PARTY UNDER THE DEVELOPMENT AGREEMENT.

• 1. I understand that Franchisor's rights under this Guaranty will be in addition to, and not in lieu of, any other rights or remedies available to Franchisor under applicable law.
• 1. I agree that any notices required to be delivered to me will be deemed conclusively made (a) at the time of delivery, if personal delivery is used; (b) 24 hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if delivered by overnight delivery; and/or (c) upon the earlier of actual receipt or three calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail. Notices and demands will be given to the respective parties at the addresses set forth in the signature blocks below, unless and until a different address has been designated by written notice to Franchisor. I may change this address only by delivering to Franchisor written notice of the change.

Intending to be legally bound, I have executed this Personal Guaranty on the date set forth below:

| and third-party claims; | | | | | |---|---|---|---|---| | 7. Employer practices | liability insurance | with a limit | of at least | $2,000,000 |

Ella Coffee Company, LLC MULTI-UNIT DEVELOPMENT AGREEMENT ATTACHMENT D

CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

• 1. Developer has acquired the right from Ella Coffee Company, LLC ("Franchisor") to develop Coffee Houses using Franchisor's trade names, trademarks, and service marks, including the service mark "Ella Café" ("Marks") and the system developed by Franchisor and/or its affiliates to develop Coffee Houses ("System"), as they may be changed, improved, and further developed from time to time in Franchisor's sole discretion.
• 1. Franchisor possesses certain proprietary and confidential information relating to the operation of the Coffee House, which includes the Manual, recipes, trade secrets, and copyrighted materials, methods, and other techniques and know-how ("Confidential Information"). Any and all manuals, trade secrets, copyrighted materials, methods, information, knowledge, know-how, and techniques which Franchisor specifically designates as confidential are deemed to be Confidential Information for purposes of this Confidentiality Agreement.
• 1. Because I am a Covenantor, Franchisor and Developer will disclose the Confidential Information to me in furnishing to me the training program and subsequent ongoing training, Franchisor's operations manual ("Manual"), and other general assistance during the term of this Confidentiality Agreement.

Source: Item 23 — RECEIPTS (FDD pages 50–181)