What is the Licensed Provider agreeing to regarding the Confidential Information of Healthsource Chiropractic?

e Clinic Management Business that Licensed Provider agrees to disclose to Management Company, who then may disclose to HealthSource to use or authorize others to use in other HealthSource franchises owned or franchised by HealthSource or its affiliates. (All of such information disclosed to or developed by Licensed Provider will be referred to in this Agreement as the "Confidential Information".)

• 10.2 Non-Disclosure Agreement.
• (a) Licensed Provider agrees that its relationship with Management Company does not vest in Licensed Provider any interest in the Confidential Information, other than the right to use it solely in the performance of the Licensed Provider Services during the Agreement Term, and that the use or duplication of the Confidential Information in any other business or for any other purpose would constitute an unfair method of competition or otherwise result in irreparable damage to Management Company and/or HealthSource.
• (b) Licensed Provider acknowledges and agrees that the Confidential Information belongs to HealthSource, may contain trade secrets belonging to HealthSource, and is disclosed to Licensed Provider or authorized for his/her/its use solely on the condition that Licensed Provider agrees, and Licensed Provider therefore does agree, that Licensed Provider (1) will not use, directly or indirectly, the Confidential Information in any business or capacity or for any purpose other

than as needed in the performance of the Licensed Provider Services pursuant to and in accordance with this Agreement during and after the Agreement Term; (2) will maintain the absolute confidentiality of the Confidential Information during and after the Agreement Term and not directly or indirectly publish or otherwise disclose it to any third party; (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written form or another form or media that may be copied or duplicated; and (4) will adopt and implement all reasonable procedures, including any that HealthSource or Management Company may prescribe from time to time, to prevent unauthorized use or disclosure of the Confidential Information, including without limitation restrictions on disclosure to or by Licensed Provider's employees, and the use of non-disclosure, non-solicitation, non-disparagement and non-competition agreements HealthSource or Management Company may prescribe or approve for Licensed Provider's owners, officers, directors, employees, independent contractors, or agents who may have access to the Confidential Information. Licensed Provider and Management Company acknowledge and agree that HealthSource is a third-party beneficiary of the foregoing covenants and agreements, but that HealthSource is under no duty or obligation to Licensed Provider or Management Company to enforce any such agreements for its or HealthSource's benefit. Licensed Provider's duties and obligations with respect to the Confidential Information shall survive the termination or expiration of this Agreement.

• 10.3 Non-Competition Agreement and Other Restrictive Covenants.
• (a) Non-Competition. During the Agreement Term, Licensed Provider will not, directly or indirectly, perform services for, or have any direct or indirect interest as an owner, investor, partner, director, officer, employee, manager, consultant, representative, or agent in, any business that offers products or services the same as or similar to those offered or sold at the Clinic. Licensed Provider's duties and obligations under this Section 10.3(a) shall survive for two (2) years following any termination or expiration of this Agreement; provided, however, that following such termination or expiration of this Agreement, this covenant shall only apply with respect to a competitive business that has a place of business located within a five (5) mile radius of the location of the Premises.
• (b) Non-Disparagement. Licensed Provider agrees that during the Agreement Term and thereafter, Licensed Provider will not, directly or indirectly, make any negative or critical statements to any third parties, either verbally or in any other form or media, about (a) Management Company, the Clinic Management Business, HealthSource or any of its franchisees, or any of their respective products, services, businesses or business practices, or (b) the actions, operations or character of any of Management Company's or HealthSource's respective owners, officers, directors, employees, consultants or agents.
• (c) Non-Solicitation. Licensed Provider agrees that during the Agreement Term, and thereafter for a period of two (2) years following any termination or expiration of this Agreement, Licensed Provider will not, directly or indirectly, (a) solicit for chiropractic, physical therapy, rehabilitation, weight loss, or related services or products with any person who was a patient of the Clinic within the two year period prior to such termination or expiration;

Source: Item 23 — Receipts (FDD pages 77–282)