What are the confidentiality obligations of a Red Wagon Club licensee regarding Confidential Information?

6. Confidentiality.

• (a) Confidential Information. Licensee acknowledges and agrees that Licensee will have access to information, documents, trade secrets, know-how, business plans, and other materials, whether disclosed or stored in written, electronic, oral, visual or other form or media from or about Franchisor, its affiliates, and its representatives and/or the Brand, including: (i) the Licensed Materials, (ii) any information about any of Franchisor's franchisees or licensees, (iii) any information relating to Franchisee's relationship with the Franchisor and the Brand, and (iv) any other information exchanged by or on behalf of the Parties pursuant to this Agreement, regardless of whether such information is marked as confidential or proprietary (collectively, the "Confidential Information"). The term "Confidential Information" does not include information that: (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of its disclosure directly or indirectly by Licensee or its representatives in violation of this Agreement or by Franchisee or its representatives in violation of the Franchise Agreement); and/or (ii) was available to Licensee or its representatives from a source other than Franchisee, Franchisor, or their respective representatives, provided that such source is not and was not bound by a confidentiality agreement in favor of Licensee, Franchisor, or their respective affiliates.
• (b) Obligations of Confidentiality. Licensee must keep the Confidential Information confidential at all times before, during and after the Term, subject to the terms hereof. Licensee must use the Confidential Information for no purpose other than to execute this Agreement, exercise Licensee's rights or perform its obligations under this Agreement, unless otherwise required under

the order of a competent judicial authority. Licensee may disclose Confidential Information only to Licensee's officers or employees who have a need to know such Confidential Information to perform the duties contemplated by this Agreement. If any person to whom Confidential Information was disclosed pursuant to the preceding paragraph breaches his or her obligation of confidentiality, Licensee shall be jointly and severally liable for damages arising from such breach.

(c) Return or Destruction. Upon the expiration or earlier termination of this Agreement, Licensee must promptly return all Confidential Information related to Franchisor to Franchisee or certify in writing that such Confidential Information has been destroyed. Notwithstanding the foregoing (i) Licensee may maintain copies of Confidential Information as may be required under the applicable law, and (ii) as necessary to enforce Licensee's rights under this Agreement. For any Confidential Information lawfully retained by Licensee, the terms and conditions in this Agreement applicable to the use of such Confidential Information will continue to apply to such Confidential Information from and after the expiration or termination of this Agreement for so long as Licensee has access to such Confidential Information.

Source: Item 23 — RECEIPTS (FDD pages 47–142)