Regarding the Southern Steer Multi-Unit Development Agreement, are the confidentiality and non-compete covenants from the Franchise Agreement incorporated by reference?

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; or (ii) the entry of a final order by an arbitrator or a court of competent jurisdiction enforcing this covenant, neither the Franchisee, 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, own, operate, lease, franchise, conduct, engage in, be connected with, have any interest in or assist any person or Entity engaged in any Competitive Business or Competitive Activity within:
  • (i) the Franchised Location;
  • (ii) the Protected Area;
  • (iii) within 50 miles of the outer boundaries of the Protected Area;
  • (iv) within 50 miles from the Franchised Location;
  • (v) within 50 miles of any other Southern Steer Business, or (vi) within any Protected Area or territory granted by the Franchisor pursuant to a Multi-Unit Development Agreement, franchise agreement, license agreement or other territorial agreement.

(c) Acknowledgements.

• (i) The Franchisee, and each Owner, and the Recipients expressly agree that the nature of the Franchisor's Southern Steer Business is such that if they were to directly or indirectly own or operate a Competitive Business or engage in Competitive Activity it would be virtually impossible for the Franchisee, the Owner or the Recipients to not to rely on or use the Confidential Information and Trade Secrets.

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)