What is the process for Healthsource Chiropractic to disclose confidential information?

do not sign a Franchise Agreement or I do not pay the entire remaining portion of the Initial Franchise Fee on or before the Deadline Date, I will not have the right to operate a HealthSource Chiropractic franchise in the Protected Territory or use any HealthSource marks, logos, information or materials, and HealthSource may grant all or any portion the Protected Territory to another person or entity.

• d. HealthSource's acceptance of the Deposit does not constitute the grant of any rights to me to operate a HealthSource chiropractic clinic or use HealthSource's marks, logos, information or materials in practice or otherwise, and that such rights may only be granted through a Franchise Agreement that has been duly executed by both me and HealthSource.
• 1. Non-Disclosure of Confidential Information. After I submit my Deposit, I further understand that HealthSource may disclose to me its confidential and proprietary information, including: (a) services and products offered and sold at HealthSource Chiropracticfranchises; (b) knowledge of sales and profit performance of any one or more HealthSource Chiropracticfranchises; (c) knowledge of sources of products sold at HealthSource Chiropracticfranchises, advertising and promotional programs, and image and decor; (d) methods, techniques, formats, specifications, procedures, information, systems, and knowledge of, and experience in, the development, operation, and franchising of HealthSource Chiropracticfranchises; and (e) the selection and methods of training employees, all of which may be disclosed verbally or visually via training programs, or in written form via HealthSource's Operations Manual, or otherwise (referred to as "Confidential Information" whether or not marked as such). I acknowledge and agree that HealthSource is the sole owner of the Confidential Information and that I and my employees, representatives and agents: (x) will not use the Confidential Information for any purpose other than the operation of a HealthSource franchise; (y) will maintain the absolute confidentiality of the Confidential Information; and (z) will not

make unauthorized copies of any portion of the Confidential Information, and will return to HealthSource all tangible materials and media containing Confidential Information, including all copies thereof, upon HealthSource's request. I agree that the foregoing restrictions will apply even if I do not enter into a Franchise Agreement with HealthSource or if this Acknowledgement is revoked or expires or terminates, but nothing contained herein shall prevent me from using information or knowledge that is publicly available.

• 1. Governing Law, Venue. This Acknowledgement will be governed by the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. I agree that any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Acknowledgement must be brought exclusively in the courts of the State of Ohio located in Lorain County, Ohio, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Ohio, and I consent to the jurisdiction of those courts.
• 1. Miscellaneous. This Acknowledgement may not be amended or modified except by a written agreement that specifically references this Acknowledgement and is signed by each of the parties hereto. This Acknowledgement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations and discussions of the parties, whether oral or written, express or implied. No party hereto may assign any of its rights or benefits or delegate any of its duties, obligations or liabilities under this Acknowledgement without the prior consent of each of the other parties hereto. This Acknowledgement will apply to, be binding in all respects upon, and inure to the benefit of the heirs, executors, trustees, guardians, personal representatives, successors and permitted assigns of the parties.

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