Who are the parties involved in the Spousal and Domestic Partner Confidentiality and Covenant Not to Compete Agreement for Learningrx?

ATTACHMENT VIII(b) to FRANCHISE AGREEMENT

SPOUSAL AND DOMESTIC PARTNER CONFIDENTIALITY and COVENANT NOT TO COMPETE AGREEMENT

Instructions: This "Spousal and Domestic Partner Confidentiality and Covenant Not to Compete Agreement" must be completed and signed by the spouses or domestic partners of the equity owners of the Franchisee. The signed original(s) of the Agreement must then be immediately delivered to the Franchisor by the Franchisee.

WHEREAS, Franchisee has agreed to obtain from those Spousal Affiliates written agreements protecting the Trade Secrets and the System against unfair competition; and,

WHEREAS, Spousal Affiliate is by definition associated with Franchisee and will become privileged as to certain Confidential Information; and,

WHEREAS, Spousal Affiliate desires and needs to receive and use the Trade Secrets in the course of his or her relationship with one or more owners of Franchise; and,

WHEREAS, Spousal Affiliate acknowledges that receipt of and the right to use the Trade Secrets constitutes independent valuable consideration for the representations, promises and covenants made by Spousal Affiliate herein;

NOW THEREFORE, in consideration of the mutual covenant and obligations contained herein, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

CONFIDENTIALITY AGREEMENT

• 1. Franchisor and/or Franchisee may disclose to Spousal Affiliate some or all of the Trade Secrets relating to the System. All information and materials, including, without limitation, Operations Manuals, drawings, marketing techniques, specifications, techniques and compilations of data that Franchisor provides to Franchisee and/or Spousal Affiliate shall be deemed confidential Trade Secrets for the purposes of this Agreement.
• 1. Spousal Affiliate shall receive the Trade Secrets in confidence and shall, at all times, maintain them in confidence, and use them only in the course of his or her employment or association with a Franchisee and then only in connection with the development and/or operation by Franchisee of a LearningRx Business for so long as Franchisee is licensed by Franchisor to use the System.
• 1. Spousal Affiliate shall not at any time make copies of any documents or compilations containing some or all of the Trade Secrets without Franchisor's express written permission.
• 1. Spousal Affiliate shall not at any time disclose or permit the disclosure of the Trade Secrets except to other employees of Franchisee and only to the limited extent necessary to train or assist other employees of Franchisee in the development or operation of a LearningRx Business.
• 1. Spousal Affiliate shall surrender any material containing some or all of the Trade Secrets to Franchisee or Franchisor, upon request, or upon termination of employment by Franchisee,

or upon conclusion of the use for which such information or material may have been furnished to Spousal Affiliate.

Source: Item 23 — RECEIPT (FDD pages 54–209)