Terms and Conditions

NOW, THEREFORE, in consideration of the covenants and the promises herein contained, the parties agree as follows:

1. Recipient acknowledges and agrees that all Confidential Information he or she receives from Franchisor is confidential and proprietary information and trade secrets in which Franchisor has a proprietary interest. "Confidential Information" includes, by way of example, but not limitation, all business and operational secrets and all information received by Franchisee, either directly or indirectly, with respect to the ENGEL & VÖLKERS System, including that contained in the Integrated Product Suite provided pursuant to Section 7 of the Franchise Agreement, and from the know-how conveyed to Franchisee in the System Documentation. Recipient will not acquire any interest in the Confidential Information learned by Recipient other than the right for Recipient to utilize the same in connection with ownership and/or operation of the Engel & Völkers Residential Real Estate Brokerage during the Term of the Franchise Agreement and the use or duplication of the Confidential Information in any other business or capacity will constitute an unfair method of competition with Franchisor or its affiliates and Franchisor's other franchisees.

For avoidance of doubt, "Confidential Information" includes (without limitation) all information, knowledge, trade secrets or know-how utilized or embraced by the ENGEL & VÖLKERS System and/or imparted to Recipient by Franchisor or any of its affiliates which concerns Franchisor's systems of operation, programs, services, products, customers, clients, prospective customers or client, practices, materials, books, records, manuals, computer files, databases or software; all elements of the ENGEL & VÖLKERS System; all programs, products, services, equipment, technologies, policies, standards, requirements, criteria and procedures that now or in the future are a part of the ENGEL & VÖLKERS System; the System Documentation; all specifications, procedures, systems, techniques and activities employed by Franchisor in the offer and sale of services, programs, and/or products at or from a franchised ENGEL & VÖLKERS Residential Real Estate Brokerage; all of Franchisor's sources (or prospective sources) of supply and all information pertaining to same; Franchisor's specifications, and Franchisee's final plans, for the construction, build out, design, renovation, décor, equipment, signage, furniture, fixtures and trade dress elements of Franchisee's office; the identity of, and all information relating to, the computer systems and software utilized under the Franchise Agreement; all information pertaining to Franchisor's and Franchisee's advertising, marketing, promotion and merchandising campaigns, activities, materials, specifications and procedures; all customer lists, data and records generated and/or otherwise maintained by Franchisee's franchised ENGEL & VÖLKERS business; Franchisor's (and, if in the future Franchisor permits, Franchisee's) internet/web protocols, procedures and content (including electronic data, data files, user names and passwords); Franchisor's training and other instructional programs and materials; all elements of Franchisor's recommended staffing, staff training and staff certification policies and procedures; all communications between Franchisor and Franchisee; additions or improvements to, deletions from and modifications and variations of the components of the ENGEL & VÖLKERS System and the other systems and methods of operations which Franchisor employs now or in the future; research, development and test programs for services and operations; and, all other information, knowledge and know-how which either Franchisor or their respective affiliates, now or in the future, designate as confidential.

• 1. Franchisor is disclosing the Confidential Information to Recipient solely on the condition that Recipient agree, and Recipient does hereby agree, that any Confidential Information received from Franchisor (a) shall only be used for purposes of performing the Franchise Agreement, (b) will not be used in any other business, manner or capacity, (c) will have its absolute confidentiality maintained both during and after the Term of the Franchise Agreement, (d) will not be copied without authorization, and (e) will not be disclosed to any third party without the prior written consent of Franchisor. Recipient agrees that use of Confidential Information in connection with any generative, artificial intelligence tool or program is considered disclosure of such Confidential Information to a third party and constitutes a breach of this Agreement. Recipient agrees to use reasonable care to prevent the disclosure of the Confidential Information to any third party, and further agrees to limit the dissemination of the Confidential Information within its own organization to individuals whose duties justify the need to know such information, and then only provided that there is a clear understanding by such individuals of their obligation to maintain the confidential status of the Confidential Information and to restrict its use solely to the purposes specified herein. Each other person receiving the Confidential Information must also sign a copy of this Agreement.
• 1. Recipient acknowledges that no other right or license to use the Confidential Information is granted by this Agreement, and agrees that the amount of the Confidential Information to be disclosed to Recipient is completely within the discretion of Franchisor.

Source: Item 22 — CONTRACTS (FDD page 88)