What is the scope of the recipient's agreement regarding the confidentiality of Engel & Volkers' information?

r 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.
• 1. Recipient hereby agrees to inform Franchisor of all experience gained during use of the Engel & Völkers System and the rights under the Franchise Agreement, and to allow Franchisor and other Engel & Völkers franchisees to use the know-how gained from his/her/its experience free of charge.

Recipient hereby assigns to Franchisor any such 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. Accordingly, in the event of a breach of this Agreement by Recipient, Recipient consents to entry of interim relief, including, without limitation, the entry of a temporary restraining order, preliminary injunction, permanent injunction, writ of attachment, appointment of a receiver, and any other equitable relief which the court deems necessary in order to prevent irreparable injury, all without the requirement

that bond be posted.

Source: Item 23 — RECEIPTS (FDD pages 88–302)