What is the relationship between the Franchise Agreement and the Restrictive Covenant Agreement for a Punch King Fitness franchise?

and Franchisor's | | | trade name and service mark Punch King Fitness | | | and other proprietary marks; and | | | WHEREAS, Covenantor is the owner (or spouse of the owner) of the Franchisee. | | | WHEREAS, Franchisor has expended substantial amounts of time and money in developing the Marks (as | | | hereinafter defined) and Franchisor's distinctive franchise system, including, without limitation, unique | |

sales and marketing methods, pricing techniques, promotional materials, new product development, financial information, and procedures for the efficient operation of a Punch King Fitness Franchised Business, all of which Covenantor acknowledges to be confidential and proprietary information; and

WHEREAS, in connection with the operation of the Franchise, Covenantor will have access to such confidential and proprietary information; and

WHEREAS, as a condition precedent to granting the Franchise to Franchisee, all shareholders, officers, partners, or members of Franchisee must execute the covenants contained herein;

NOW, THEREFORE, as additional consideration and inducement for granting the Franchise to Franchisee, Covenantor hereby agrees and covenants to Franchisee as follows:

• 1. Confidentiality. Covenantor acknowledges the proprietary and confidential nature of Franchisor's Operating Manual, which Franchisee has received on loan from Franchisor, unique sales and marketing methods, pricing techniques, promotional materials, new product development, financial information, client or referral lists, procedures for the efficient operation of a Punch King Fitness Franchised Business, and any other methods, procedures, processes, techniques, information, knowledge, or know-how concerning Franchisor's franchise system or Franchisee's Franchise, in particular, that may not be commonly known to the public or to Franchisor's or Franchisee's competitors and that Franchisor or Franchisee has identified or may identify as proprietary and confidential information (Trade Secrets). Covenantor shall use such Trade Secrets solely for Franchisee's benefit and shall not, during the term of the Franchise Agreement or at any time thereafter, communicate, divulge, or use any Trade Secrets to or for the benefit of any other person, entity, or organization.
• 2. Proprietary Marks. Covenantor acknowledges Franchisor's right, title, and interest in and to the service mark Punch King Fitness, Punch King Fitness Systems, Franchisor's stylized design, and certain other proprietary service marks, logos, symbols, and trade names presently used by Franchisor or that Franchisor may hereafter use or provide for use by Franchisee, and the identification, schemes, standards, specifications, operating procedures, and other concepts embodied in Franchisor's franchise system (the

Marks). Covenantor further acknowledges that any use of the Marks outside the scope of the Franchise Agreement without Franchisor's prior written consent would be an infringement of Franchisor's rights in the Marks.

Source: Item 22 — CONTRACTS (FDD pages 56–215)