In the Focalpoint Coaching Nondisclosure and Non-Competition Agreement, what agreement governs the relationship between the Company and the Franchisee?

According to Focalpoint Coaching's 2025 Franchise Disclosure Document, the Nondisclosure and Non-Competition Agreement is made for the benefit of FocalPoint Coaching, Inc. and the Franchisee. The relationship between Focalpoint Coaching and the Franchisee is governed by a franchise agreement entered into by those parties concerning a business operating, or to be operated, under the "FocalPoint" name. The franchised business Company authorizes Franchisee to operate under the Franchise Agreement is known as the "Business," which Business is one among all businesses that Company owns, operates, or franchises under the "FocalPoint" name. All capitalized terms in this Agreement have those meanings ascribed to them in the Franchise Agreement.

This agreement is crucial because it outlines the terms under which the individual is associated with Focalpoint Coaching, ensuring that both direct and indirect competition are precluded. This includes preventing consultation for competitive businesses, service as an independent contractor for such businesses, or any transmission of information that could materially assist a competitor. The agreement extends to any person or entity with a legal or beneficial interest in the individual, including family members and beneficiaries, regardless of their direct involvement.

Furthermore, the agreement acknowledges the individual's general skills and opportunities to exploit them outside of Focalpoint Coaching or competitive businesses. This is intended to ensure that the enforcement of the covenants does not deprive the individual of their personal goodwill or ability to earn a living after their relationship with the Franchisee or Focalpoint Coaching ends. If the individual breaches the agreement, the obligations and responsibilities under the breached covenant will be tolled during the breach and for two years from the date of the enforcement order.

During the term of employment, service, association, or ownership participation, the individual agrees not to engage or participate in any Competitive Business, which could harm Focalpoint Coaching's interests in confidential information, trademarks, or the goodwill of Focalpoint Franchised Businesses. A Competitive Business is defined as one deriving more than 20% of its revenue from business training or consulting services or granting franchises or licenses to others for similar businesses, excluding Focalpoint Franchised Businesses. However, owning less than 2% of a publicly traded Competitive Business for investment purposes is permitted, provided neither the individual nor the Franchisee controls the company.