What does the 'Confidential Information' include regarding the operation of the Hyper Kidz System?

Works and/or for you to use one or more additional or substitute copyrighted or copyrightable items, you agree to immediately comply with our directions to modify or otherwise discontinue the use of the copyrighted materials and/or to use one or more substitute materials.

ARTICLE 8: CONFIDENTIAL INFORMATION

8.1 Definition of "Confidential Information"

We possess and will further develop and acquire "Confidential Information" including, but not limited to, the following categories of information, methods, techniques, procedures, and knowledge developed or to be developed by us, our Affiliates and/or franchisees:

• (a) methods, techniques, specifications, standards, policies, procedures, information, concepts and systems relating to and knowledge of and experience in the development, operation, and franchising of Hyper Kidz Businesses;
  • (b) marketing and promotional programs for Hyper Kidz Businesses;
• (c) knowledge of specifications for and knowledge of suppliers of certain materials, equipment and fixtures for Hyper Kidz Businesses;
  • (d) the terms of this Agreement;
  • (e) the Operations Manual; and
  • (f) all data relating to the sales and operations of your Hyper Kidz Business.

8.2 Disclosure of Confidential Information

We will disclose such parts of the Confidential Information as are required for the operation of a Hyper Kidz Business to you during training and in guidance and assistance furnished to you during the term of this Agreement, and you may learn or otherwise obtain from us additional Confidential Information during the term of this Agreement. You acknowledge and agree that neither you nor any other person or entity will acquire any interest in or right to use the Confidential Information, other than your right to utilize it in the operation of the Hyper Kidz Business, and that the use or duplication of the Confidential Information in any other business would constitute an unfair method of competition with us and other Hyper Kidz Business franchisees. You agree to disclose the Confidential Information to your Principals and to employees of the Hyper Kidz Business only to the extent reasonably necessary for the operation of the Hyper Kidz Business.

8.3 Non-Disclosure of Confidential Information

You acknowledge and agree that the Confidential Information is confidential to us and a valuable asset of ours, is proprietary, includes our trade secrets, and is disclosed to you solely on the condition that you, your Principals and your employees who have access to it agree, and you do hereby agree, that during and after the term of this Agreement, you, your Principals and such employees:

• (a) will not use the Confidential Information in any other business or capacity;
• (b) will maintain the absolute secrecy and confidentiality of the Confidential Information;
• (c) will not make unauthorized copies of any portion of the Confidential Information disclosed in written or other tangible form;

• (d) will adopt and implement all reasonable procedures prescribed from time to time by us to prevent unauthorized use or disclosure of or access to the Confidential Information; and
• (e) will require all Principals and all employees and Principals who will have access to Confidential Information, including, without limitation, managers and other personnel who attend our training programs, to execute Confidentiality and Non-Competition Agreements in the form attached hereto as Attachment 9. We shall be a third-party beneficiary of such agreements with the independent right to enforce their terms. You shall provide, at our request, executed originals of each such Confidentiality and Non-Competition Agreement. Failure to procure execution of a Confidentiality and Non-Competition Agreement shall be a material breach of this Agreement.

8.4 Use of Confidential Information

Nothing contained herein shall be construed to prohibit you from using the Confidential Information in connection with the operation of a Hyper Kidz Business, provided such operation is pursuant to a valid franchise agreement between you and us.

8.5 Restrictions on Use

Notwithstanding anything to the contrary contained in this Agreement, and provided you shall have obtained our prior written consent, the restrictions on your disclosure and use of the Confidential Information shall not apply to the following: (a) information, methods, procedures, techniques and knowledge which are or become generally known in the business of the offer and sale of Approved Products and Services and Products in the United States, other than through deliberate or inadvertent disclosure by you; and (b) the disclosure of the Confidential Information in judicial or administrative proceedings to the extent that you are legally compelled to disclose such information, provided you have notified us prior to disclosure and shall have used your best efforts to obtain, and shall have afforded us the opportunity to obtain, an appropriate protective order or other assurance satisfactory to us of confidential treatment for the information required to be so disclosed.

8.6 New Ideas and Concepts

You agree to disclose to us all ideas, concepts, methods, techniques and products relating to the development and operation of a Hyper Kidz Business conceived or developed by you, your Affiliates, Principals, managers or your employees during the term of this Agreement.

Source: Item 22 — CONTRACTS (FDD page 52)