What is considered 'Confidential Information' of HydroDog that I must cease using upon termination?

• 17.3 Confidential Information.

You agree that, upon termination or expiration of this Agreement, you will immediately cease to use any of our Confidential Information in any business or otherwise and return to us all copies of the Manuals and any other confidential materials that we have loaned to you.

• (a) methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge and experience used in developing and operating your HydroDog Business (including, without limitation, the System Standards);
• (b) market research and promotional, marketing and advertising programs for your HydroDog Business;
• (c) client communication programs, along with data used or generated in connection with those programs;
  • (d) the System and the know-how related to its use;
• (e) plans, specifications, size and physical characteristics of the HydroDog Businesses, HydroDog Vehicles;
  • (f) Territory selection criteria;
  • (g) design of equipment, furniture, forms, materials and supplies;
  • (h) training for the HydroDog Businesses;
• (i) methods, techniques, formats, specifications, procedures, information and systems related to and knowledge of and experience in the development, operation and franchising of the HydroDog Businesses;
• (j) knowledge of specifications for certain Products and Supplies and suppliers of certain Products and Supplies;
  • (k) pet grooming techniques, products and services;
  • (l) the Client Database (as described in Section 9.5 below); and
• (m) knowledge of operating results and financial performance of the HydroDog Businesses other than those operated by you (or your affiliates).

9.3 Client Database. You agree that the list of the names, addresses and other information regarding your current clients, former clients, and those who have inquired about the Services (the "Client

Database") is included in the Confidential Information, is our property, and constitutes a trade secret of ours. You agree that you may not disclose, sell, assign, transfer or convey the Client Database, or any portion thereof, to any person other than us either during the term of this Agreement or thereafter, and you acknowledge that the Client Database constitutes our sole and exclusive property.

However, any form of the Manuals accessible to you on-line is our proprietary information and will be deemed Confidential Information for purposes of this Agreement.

You must disclose to us all ideas, techniques, services and products concerning the development and operation of your HydroDog Business that you or your employees conceive or develop during the term of this Agreement. You must grant to us and agree to obtain from your owners, employees, contractors, and agents a perpetual, irrevocable, royalty-free, non-exclusive, transferable, and worldwide right to use, modify, exploit, and sublicense these ideas, techniques, innovations, improvements and products concerning the development and operation of Franchised Business that you or your employees, contractors, or agents conceive or develop during the term of this Agreement in all pet-related product and service businesses. We will have no obligation to make any lump sum or on-going payments to you with respect to any idea, concept, method, technique or product. You must agree that you will not use nor will you allow any other person or entity to use any of these ideas, techniques or products without obtaining our prior written approval. Such ideas, techniques, services and products will be deemed to be our sole and exclusive property, part of the System, and works made-for-hire for us.

Source: Item 23 — RECEIPTS (FDD pages 43–166)