What materials are considered proprietary and confidential information for a Southern Steer franchise?

advertising copy and design, menu designs, training materials, the Brand Manual, and other written or digital materials, and items may be developed in the future. We have not applied to the U.S. Copyright Office to register these copyrights.

Proprietary Rights

Our Brand Manual, electronic information and communications, sales and promotional materials, the development and use of Our System, standards, specifications, policies, procedures, information, concepts and systems on, knowledge of and experience in the development, operation and franchising of Southern Steer Business, recipes, formulations for and packaging of products, and training, safety, and preparation techniques used to provide products sold at Southern Steer Businesses, information concerning Our products, operating results, financial performance and other financial data of Southern Steer Business and other related materials are proprietary and confidential ("Confidential Information") and are considered to be Our property to be used by You only as described in the Franchise Agreement or the Brand Manual. Where appropriate, certain information, including recipes, has also been identified as trade secrets ("Trade Secrets").

We may use or transfer the Confidential Information and Trade Secrets in any way We wish, both before and after termination, expiration, repurchase, transfer or otherwise.

You must maintain the confidentiality of Our Confidential Information and Trade Secrets and adopt reasonable procedures to prevent unauthorized disclosure of Our Trade Secrets and Confidential Information. You will not use, publish, disclose, divulge or in any manner communicate the Confidential Information and Trade Secrets to any person, firm, corporation, association, partnership or any other entity in any manner other than for Your Southern Steer Business and then only as permitted by Us. You are prohibited from using, copying or imitating or allowing any other person, firm, corporation, association, partnership or other entity to use, copy or imitate any of the Confidential Information and Trade Secrets or any materials confusingly similar to the Confidential Information and Trade Secrets in any manner other than for Your Southern Steer Business, and then only as permitted by Us. We will require You, Your Designated Manager, Operating Principal and each of Your officers, owners, directors, key employees, other beneficial owners and immediate family members who become aware of Our Confidential Information and Trade Secrets to execute Our Non-Competition and Non-Disclosure Agreement, attached to the Franchise Agreement as Attachment J-1 and J-2.

If You, Your Designated Manager, Operating Principal, owners, directors, employees or other beneficial owners develop any new intellectual property, inventions, copyrights, trade secrets, concepts, processes, recipes, products, or improvements to the operation or promotion or otherwise in relation to Southern Steer Business (collectively, "Improvements") You must promptly notify Us and give Us all necessary information, at no charge. The Improvements will be Our property and You, Your Designated Manager, Operating Principal, owners, directors, employees, or other beneficial owners, will be required to sign an assignment of such Improvements to Us. We may allow other Franchisees to use the Improvements and We may allow You to use Improvements derived from other Franchisees.

Challenges

We do not know of any copyright or patent infringement that could materially affect Your use of the copyrighted materials, Confidential Information or Trade Secrets.

You must immediately inform Us if You learn of any unauthorized use or infringement of, or challenge to, the copyrighted materials or any of the Confidential Information or Trade Secrets. We will take the action We deem appropriate, in Our sole discretion. If anyone establishes to Our satisfaction that its rights to the materials are superior, then You must modify or discontinue Your use of the materials as We require. We are not required to take affirmative action when notified of such infringement and We are not contractually obligated by the Franchise Agreement to protect You against claims of infringement or unfair competition involving the copyrighted materials or Confidential Information and Trade Secrets, but it is Our policy to do so when, in the opinion of Our counsel, Your rights require protection. We will pay costs, including attorneys' fees and court costs, associated with any litigation that We elect to bring or defend to protect Your use of the licensed copyrighted materials or Confidential Information and Trade Secrets. We do not indemnify You for expenses or damages incurred by You. You are obligated to fully cooperate with Us in any litigation We bring or defend for Your benefit. We will control any administrative proceeding or litigation involving Our copyrighted materials or Confidential Information and Trade Secrets.

In the event that We determine, in Our sole discretion, that it is necessary to modify or discontinue use of any proprietary copyrighted material or Confidential Information and Trade Secrets You will, within a reasonable time after receipt of Our written notice take such action, at Your sole expense, as may be necessary to comply with such modification, discontinuation, addition, or substitution.

Any unauthorized use of any of the Copyrighted Materials or Confidential Information and Trade Secrets by You constitutes an infringement of Our or Our Affiliate's rights.

ITEM.

Source: Item 14 — ITEM. 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 40–41)