What is a Management Recruiters franchisee required to do regarding confidentiality of Trade Secrets after the Franchise Agreement's term?

nation. This indemnity shall extend to any fines, co-payment requirements, or deductible expenses under our insurance policies, and/or our costs for events and violations not covered by our insurance policies, arising from the operation of Franchise Business, including without limitation, those which relate to Franchisee's non-compliance with or violation of federal or state employment Laws, workplace health and safety Laws, wage

and hour and payment Laws, national or local immigration Laws, or Laws pertaining to Homeland Security.

16. TRADE SECRETS

• 16.1. Trade Secrets. Franchisee agrees that all Trade Secrets are and will remain the confidential and trade secret property of Franchisor. Upon expiration or termination of this Agreement for any reason, and as a condition precedent to receiving payment of any sums due from Franchisor upon such expiration or termination, Franchisee shall immediately return to Franchisor all material containing Trade Secrets, including all copies thereof and shall provide Franchisor with a sworn affidavit confirming that it has fully complied with this Section 16.
• 16.2. Limits on Use. Franchisee acknowledges and agrees that ownership of all rights, title and interest in the Trade Secrets are and shall remain vested solely in Franchisor and Franchisee disclaims any right or interest therein or the goodwill derived therefrom. Franchisee shall acquire no interest in the Trade Secrets other than the right to use them in developing and conducting the Franchise Business during this Agreement's Term. Franchisee shall not challenge or contest the rights, title, or interest of Franchisor in and to the Trade Secrets. Franchisee's duplication or use of the Trade Secrets in any other endeavor or business shall constitute an unfair method of competition. Franchisee shall:
  • not use the Trade Secrets in any business or other endeavor other than in connection with the Franchise Business;
  • maintain absolute confidentiality of the Trade Secrets during and after this Agreement's term;
  • make no unauthorized copy of any portion of the Trade Secrets, including, without limitation, the Brand Standards Materials, bulletins, supplements, forms such as customer applications and applications for temporary personnel, confidential correspondence, or other confidential communications, whether written or oral; and
  • implement, maintain, and diligently utilize all reasonable procedures prescribed from time to time by Franchisor to prevent unauthorized use and disclosure of the Trade Secrets, including, without limitation, restrictions on disclosure to employees and use of nondisclosure and non-competition provisions as Franchisor prescribes in employment agreements with employees who may have

access to the Trade Secrets. Promptly upon Franchisor's request, Franchisee shall deliver executed copies of such agreements to Franchisor.

17. NON-COMPETITION, NON-SOLICITATION, CONFIDENTIALITY

• 17.1. Franchisee's Covenant Not to Compete During Term of Agreement; Exclusivity. Franchisee recognizes that Franchisor's Trade Secrets are the underpinning of Franchisor's business, protection of the Trade Secrets is a matter of critical importance to Franchisor, and Franchisee acknowledges Franchisor's need to protect the Trade Secrets against unauthorized use or disclosure as well as Franchisor's simultaneous need to encourage free exchange of ideas and information among Franchisor's franchisees.

Source: Item 23 — RECEIPTS (FDD pages 67–327)