What is the dependency between the Franchise Agreement and the Member's non-disclosure agreement with Engineering For Kids?

RIA

APPENDIX C

SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (BETWEEN FRANCHISEE AND ITS PERSONNEL)

| 2 0 2 4 | 2 0 2 3 | 2 0 2 2 | | |---|---|---|---| | A S S E T S | | | | | C u r r e n t a s s e t s | | | | | C a s h a n d c a s h e q u iv a le n t s | $ 2 1 ,7 3 5 | $ 1 1 7 ,6 5 5 | $ 3 1 ,0 3 6 | | A c c o u n t s r e c e iv a b le , n e t o f a llo w a n c e fo r c r e | d it lo s s e s 5 8 ,6 6 1 | 4 5 ,5 2 3 | 6 2 ,2 3 4 | | D u e fr o m r e la t e d p a r t y | 1 4 ,9 6 8 | - | - | | P r e p a id e x p e n s e s | 2 ,5 7 5 | 6 ,2 0 0 | 6 ,3 1 1 | | T o t a l c u r r e n t a s s e t s | 9 7 ,9 3 9 | 1 6 9 ,3 7 8 | 9 9 ,5 8 1 | | I n t a n g ib le a s s e t s , le s s a c c u m u la t e d a m o r t iz a t io | n 4 0 ,4 1 7 | 4 9 ,0 4 6 | 2 0 ,1 1 0 | | T O T A L A S S E T S | $ 1 3 8 ,3 5 6 | $ 2 1 8 ,4 2 4 | $ 1 1 9 ,6 9 1 | WHEREAS, Engineering for Kids International, LLC ("EFK") has developed a distinctive set of specifications and operating procedures (collectively, the "System") for the operation of "Engineering For Kids" youth educational program businesses ("Engineering For Kids Businesses").

WHEREAS, EFK and Franchisee have executed a Franchise Agreement ("Franchise Agreement") granting Franchisee the right to operate an Engineering For Kids Business under the terms and conditions of the Franchise Agreement;

WHEREAS, Member, by virtue of his or her position with Franchisee, will gain access to certain of EFK's Confidential Information, as defined herein, and must therefore be bound by the same confidentiality and non-competition agreement that Franchisee is bound by.

IN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. Confidential Information. Member shall not, during the term of the Franchise Agreement or thereafter, communicate, divulge or use, for any purpose other than the operation of the Engineering For Kids Business, any confidential information, knowledge, trade secrets or know-how which may be communicated to Member or which Member may learn by virtue of Member's relationship with Franchisee. All information, knowledge and know-how relating to EFK, its business plans, Engineering For Kids Businesses, or the System ("Confidential Information") is deemed confidential, except for information that Member can demonstrate came to Member's attention by lawful means prior to disclosure to Member; or which, at the time of the disclosure to Member, had become a part of the public domain.

2. Covenants Not to Compete.

• (a) Member specifically acknowledges that, pursuant to the Franchise Agreement, and by virtue of its position with Franchisee, Member will receive valuable specialized training and Confidential Information, including, without limitation, information regarding the operational, sales, promotional, and marketing methods and techniques of EFK and the System.
• (b) Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by EFK, Member shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity:
  • 15.3.7. (i) Own, manage, engage in, be employed by, advise, make loans to, consult for, rent or lease to, or have any other interest in any Competitive Business (the term "Competitive Business" means a business engaged in the provision of services that are the same as or similar to an Engineering For Kids Business, including, but not limited to, the provision of youth educational and enrichment programs and services relating to the fields of math, science, technology or engineering; and the term "Competitive Business" also includes making use of the customer lists and other data

pertaining to the Engineering For Kids Business for any purpose whatsoever other than in connection with your Engineering For Kids Business pursuant to this Agreement);

Source: Item 23 — RECEIPTS (FDD pages 53–138)