What does the Southern Steer franchise consider to be its Confidential Information and Trade Secrets?

• A. Franchisor owns, operates, and grants franchises for the establishment and operation of a business that operates a full service butcher shop and grocery specializing in marinated meats, specialty cuts, homemade prepared foods, specialty marinades, fine cheeses, wine and beer (where permitted) and food preparation classes/takeout food assembly packages under the mark "SOUTHERN STEER BUTCHER" and other proprietary marks, trade dress, symbols and logos ("Southern Steer Business") using the System, Confidential Information and Trade Secrets.
• B. Franchisor's Confidential Information and Trade Secrets are all operations, marketing, materials and data bases, advertising, development and related information which are developed and utilized in connection with the operation of the Southern Steer Business, the Brand Manual, all aspects of the System, all information regarding, the terms of the Franchise Agreement, and all Franchisor or its Affiliates proprietary information (whether in print, electronic form, or oral).
• C. Franchisor and its Affiliates have established substantial goodwill and an excellent reputation with respect to the Marks, Confidential Information and Trade Secrets, which goodwill and reputation have been and will continue to be of major benefit to Franchisor and its Affiliates.
• NOW, THEREFORE, to confirm the obligation and covenants of the Franchisee and the Owner with respect to the prohibited use and disclosure of the Confidential Information and Trade Secrets, and for good and valuable consideration, the sufficiency of which each Party hereby acknowledges, the Parties hereby agree as follows:
• 1. Definitions. All capitalized terms not specifically defined in this Agreement, will have the meaning given to them in the Franchise Agreement.
• 1. Cumulative Rights and Remedies. The rights and obligations of the Parties set forth herein are cumulative of and do not in any way limit the rights and obligations of the Parties as set forth in the Franchise Agreement which are independently enforceable.

3. Non-Disclosure of Confidential Information.

(a) The Franchisee and each Owner acknowledges that the Franchisee, the Designated Manager, the Owner, the Operating Principal, Executive Management, and certain of the Franchisee's employees (collectively, "Recipients") have or will receive Confidential Information and Trade Secrets from the Franchisor pertaining to the operation of the Southern Steer Business. In consideration for access to and use of the Confidential Information and Trade Secrets, the Franchisee, Owners and Recipients will comply in all respects with the provisions of the Franchise Agreement, including Section 16.1.

• (b) The Franchisee, each Owner, and the Recipients acknowledge that (i) the Confidential Information and Trade Secrets developed and utilized in connection with the operation of the Southern Steer Business are unique and the exclusive property of the Franchisor or its Affiliates, (ii) any unauthorized disclosure or use of the Confidential Information or Trade Secrets would be wrongful and would cause irreparable injury and harm to the Franchisor or its Affiliates, (iii) Franchisor or its Affiliates have expended a great amount of effort and money in obtaining and developing the Confidential Information and Trade Secrets, (iv) the Franchisor or its Affiliates have taken numerous precautions to guard the secrecy of the Confidential Information and Trade Secrets; and (iv) it would be very costly to Franchisor in the event competitors were to acquire or duplicate the Confidential Information and Trade Secrets.
• (c) Nondisclosure. During the Initial Term of the Franchise Agreement, any Interim Period, any Successor Term and thereafter, Franchisee, each Owner and the Recipients will not at any time, reveal, communicate, sell, use, employ, copy, reverse engineer, imitate, lecture upon, rewrite, reproduce, disseminate, publish, disclose, or divulge, directly or indirectly, for its own benefit or otherwise, the Confidential Information or Trade Secrets.

4. Covenant Not to Compete.

• (a) In-Term Covenant Not to Compete. During the Initial Term of the Franchise Agreement, any Interim Period and any Successor Term, neither the Franchisee or any of the Owners, or the Recipients will, on their own account or as an employee, principal, agent, franchisee, independent contractor, consultant, affiliate, licensee, partner, officer, director, shareholder, member, manager, or owner of any other person or Entity, directly or indirectly, own, operate, lease, franchise, conduct, engage in, be connected with, have any interest in, or assist any person or Entity engage in any Competitive Activity or Competitive Business, except with the prior written consent of the Franchisor, which consent may be withheld in Franchisor's sole discretion.
• (b) Post-Term Covenant Not to Compete. For a period of 24 months after the later of (i) the termination, transfer, assignment or expiration of this Agreement;

Source: Item 5 — and 7 of the FDD, Section 3.1 of the Franchise Agreement and Section 4.1 of the Multi-Unit Development Agreement are hereby amended to state that payment of the initial franchise fee and development fee will be deferred until We have satisfied Our pre-opening obligations, and You have commenced business operations. (FDD pages 168–290)