What is the relationship of the 'Recipient' to the Engel & Volkers 'Franchisee'?

amendments or improvements to the Engel & Völkers System.

• 1. Upon termination or expiration of the Franchise Agreement, or earlier if requested by Franchisor, Recipient will return all Confidential Information (including any copies thereof that Franchisor may have permitted Recipient to make) to Franchisor.
• 1. Recipient shall be under no obligation under this Agreement with respect to any information (a) which is, at the time of the disclosure, available to the general public; (b) which becomes at a later date available to the general public through no fault of the Recipient and then only after said date; or (c) which Recipient can demonstrate was in its possession through valid means before receipt.
• 1. Recipient hereby undertakes not to provide residential real estate brokerage services competing with the Engel & Völkers System during the Term of this Agreement (which means the term of Recipient's employment by, ownership participation in, association with or service to Franchisee), either directly or indirectly, in an employed or a self-employed capacity, for its own account or for the account of a third party. Recipient may engage in other business activities that do not involve other competitive real estate agency services. However, all these activities must be conducted under another trade name and in a manner (including from a separate location if Franchisor, in its sole judgment, believes it is necessary) that eliminates the prospect that the public might believe the business is related to the Engel & Völkers System in any way.

In addition, during the time periods described above, Recipient agrees not to divert any business that should be handled by Franchisee and its franchised Residential Real Estate Brokerage to any other person or entity. It is the intention of these provisions to preclude not only direct competition but also all forms of indirect competition, such as consultation for competitive businesses, service as an independent contractor for competitive businesses, or any assistance or transmission of information of any kind which would be of any assistance to a competitor. Nothing herein will prevent Recipient from owning for investment purposes up to an aggregate of 5% of the capital stock of any competitive business, so long as the competitive business is a publicly held corporation whose stock is listed and traded on a national or regional stock exchange, or through the National Association of Securities Dealers Automated Quotation System (NASDAQ), and so long as Recipient or Franchisee do not control the company in question.

It is the intention of these provisions that any person or entity having any legal or beneficial interest in or traceable to, down or through Recipient be bound by the provisions of this covenant, including (without limitation) Recipient's spouse, brother, brother-in-law, sister, sister-in-law, parent, parent-in-law, child, son-in-law or daughter-in-law; any direct or indirect beneficiary; any partner (general or limited) or proprietor of Recipient; and, any other such related person or entity, regardless of how many levels or tiers there may be between any such described person or entity and Recipient.

• 1. Recipient acknowledges that the invalidity or unenforceability of any portion of Section 7 shall not affect the validity or enforceability of any other portion of Section 7 or any other section of this Agreement and any invalid or unenforceable portion of this Agreement shall be deemed to be severable.
• 1. Recipient acknowledges and agrees that Franchisor will suffer irreparable injury not capable of precise measurement in monetary damages if Recipient discloses or misuses any Confidential Information.

Source: Item 22 — CONTRACTS (FDD page 88)