Sample Of Non-disclosure And Non-competition Agreement

• Date: 20 March 2024
• Parties: [] ("Franchisee"), [] ("Member")
• Section: Commercial Contracts

APPENDIX C

SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

(BETWEEN FRANCHISEE AND ITS PERSONNEL)

THIS SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (“Agreement”) is made this _____ day of

_________, 20___, by and between ___________________________ (the “Franchisee”), and ___________________________, who is an

officer, director, or employee of Franchisee (the “Member”).

RECITALS:

WHEREAS, __________________ (“Franchisor”) has developed a distinctive set of specifications and operating procedures

(collectively, the “System”) for the operation of “Pizza Fusion” restaurant businesses (“Franchised Businesses”).

WHEREAS, Franchisor and Franchisee have executed a Franchise Agreement (“Franchise Agreement”) granting Franchisee the right to

operate a Franchised Business under the terms and conditions of the Franchise Agreement;

WHEREAS, the Member, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor’s Confidential

Information, as defined herein, and must therefore be bound by the same confidentiality and non-competition agreement that Franchisee is bound

by.

IN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and

receipt of which are hereby acknowledged, the parties agree as follows:

1. Confidential Information. Member shall not, during the term of the Franchise Agreement or thereafter, communicate, divulge or use, for

any purpose other than the operation of the Franchised Business, any confidential information, knowledge, trade secrets or know-how which may

be communicated to Member or which Member may learn by virtue of Member’s relationship with Franchisee. All information, knowledge and

know-how relating to Franchisor, its business plans, Franchised Businesses, or the System (“Confidential Information”) is deemed confidential,

except for information that Member can demonstrate came to Member’s attention by lawful means prior to disclosure to Member; or which, at the

time of the disclosure to Member, had become a part of the public domain.

2. Covenants Not to Compete.

(a) Member specifically acknowledges that, pursuant to the Franchise Agreement, and by virtue of its position with Franchisee, Member

will receive valuable specialized training and Confidential Information, including, without limitation, information regarding the operational, sales,

promotional, and marketing methods and techniques of Franchisor and the System.

(b) Member covenants and agrees that during the term of the Franchise Agreement, except as otherwise approved in writing by

Franchisor, Member shall not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons,

partnership, corporation, or entity:

(i) Own, manage, engage in, be employed by, advise, make loans to, consult for, rent or lease to, or have any other interest in

business that (directly or indirectly) operates, or grants franchises or licenses to operate, a restaurant featuring pizza and related food specialties or

that offers products or services substantially similar to those then offered by Pizza Fusions Restaurants (“Competitive Business”);

C - 1

Source: PF HOSPITALITY GROUP INC., 10-12G, 9/23/2015