hereof. Purchaser agrees that Franchisor or its

affiliates may institute any action arising out of this agreement in the Supreme Court of the State of New York, New York County, or the United States District Court for the Southern District of New York, and Purchaser submits to the jurisdiction of such courts and waives any objection it may have to either the jurisdiction or venue of any such court.

10. Partial effectiveness

Should individual provisions of these Terms of Sale and Supply be or become invalid, then this shall not affect the validity of the remaining provisions.

CONFIDENTIALITY AGREEMENT AND COVENANT NOT TO COMPETE

CONFIDENTIALITY AGREEMENT AND COVENANT NOT TO COMPETE

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;

Source: Item 22 — CONTRACTS (FDD page 88)