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Exhibit
10.2
Franchise Agreement
– Management Agreement
1. THIS AGREEMENT is
made this 30th day of August 2007, by and between Clearpoint
Business Resources, Inc and or its assigns located at 1600 Manor
Drive, Suite 110, Chalfont, PA 18914 (hereinafter referred to as
“Franchisor” or “ClearPoint”) and KOR
Capital, LLC, located at 442 Genius Drive, Winter Park, FL 32789
(hereinafter referred to as “Franchisee” or
“You”).
The Parties shall seek to
enforce this Agreement as a Franchise Agreement and shall cooperate
with each other and exercise their best efforts to secure any such
required approvals, file any such registrations, or satisfy any
such conditions expeditiously. In the event that the parties
mutually determine that the formal relationship of
Franchisor/Franchisee is not practical, the parties shall follow
the specific terms and intent of the Agreement with ClearPoint as
the Company and KOR Capital, LLC as the Service Manager for the
Company.
2. CLEARPOINT BUSINESS RESOURCES
OVERVIEW
ClearPoint Business Resources, Inc. is a
leading Workforce Management Solutions provider to clients ranging
from small businesses to Fortune 500 companies. Franchisor’s
of franchisees and affiliates provide customized temporary staffing
solutions with performance based deliverables, creating increased
productivity. The Company’s services can streamline and
optimize the complex processes involved in the procurement and
management of a contingent workforce. ClearPoint’s
proprietary suite of technology provides a cutting human capital
portal that allows companies to manage their workforce in one
click. This unique approach involving their specialized consultant
teams puts the Franchisor at the forefront of the rapidly evolving
Human Capital industry. For more information about ClearPoint,
visit http://www.clear-point.com .
3. THE CLEARPOINT PROGRAM AND
NETWORK
3(a) Clearpoint Business Resources has
developed a unique and distinctive “Program”
which includes the Client Files, Prospect Lists, Materials,
Proprietary Marks, Domain Names, Copyrighted Works, Confidential
Information, as well as certain tools, methods, operational
procedures and techniques, proprietary and other third-party
software applications, advertising materials, promotional programs,
recordkeeping and reporting procedures, training, and knowledge.
All components of the Program, existing today or developed by
Franchisee or Franchisor during the term of this Agreement,
constitute valuable trade secrets that are proprietary to
Franchisor.
3(b) All components of the Program are
provided to Franchisee for the establishment, development,
operation and management of each franchise licensed under this
Agreement.
3(c) The Program is the undisputed
property of Franchisor, any component of the Program may be
changed, improved, developed or discontinued by Franchisor from
time to time, Franchisee must adhere to any changes to the
Program.
3(d) Ownership of the Confidential
Information by Franchisor is derived from the fact that all
business generated during the operation of Franchisee is done under
the Proprietary Marks, the Program, and the training designed and
provided by Franchisor.
3(e) The value of the Program is
enhanced by the “Network” which consists of all
of the ClearPoint licensed franchisees and affiliates or offices
owned directly by Franchisor. Franchisee may compete directly with
any other franchisee, and any other Clearpoint Resources
franchisee, affiliate or Franchisor owned office may compete
directly with Franchisee, including the solicitation of Clients,
Job-seekers, and Field Employees.
3(f) For the purposes of this Agreement,
the Clearpoint Franchisee (the “Business”) is
licensed for the purpose of providing full staffing employment
services. Without limitation, those services include,
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career placements, contract staffing,
temp-to-hire placements, and temporary assignments, as well as all
other similar or related staffing products, services, or
activities. The Franchisor is specifically precluded from providing
employee leasing services and technology solutions. The parties
hereby agree that such services are exclusively provided to Clients
by Franchisor.
3(g) Any use of the Program, including
the Confidential Information and the Proprietary Marks, other than
for the operation of the Business, is a material breach of this
Agreement.
4. AUTHORIZATION FOR PAY/BILL
SERVICES BY CLEARPOINT
4(a) Authorization: The
Franchisee relationship is primarily with Franchisor; however,
certain duties and obligations contained in this Agreement will be
performed by Franchisee. Franchisee must receive written approval
of your plan to perform Payroll and Billings Operations under this
Agreement. Franchisor authorizes ClearPoint’s Payroll and
Billings Operations to perform these duties and obligations in
accordance with the terms of this Agreement. Any changes to this
plan must be pre approved by Franchisor. Generally, the role of
Franchisor will be to fund, process, administer and maintain the
accounting of the monies on behalf of the Franchisee (as detailed
in Section 9), and employ Field Employees to be
utilized by Franchisee.
4(b) Employment of Field
Employees: Franchisee, Franchisor, and each
“Client” (commonly identified as any individual or
entity that uses, or desires to use, the services of Clearpoint)
may under certain federal and state laws, contemporaneously incur
certain employer responsibilities through their respective
day-to-day activities and interaction with the Field Employee.
These activities may result in the Co-employment of a Field
Employee. “Co-employment” means the act of
having direct contact with, or control of, a Field Employee.
Therefore, as the facts and circumstances of each action performed
by Franchisee, Franchisor, and/or the Client may warrant, each
party may be required to undertake an employer’s legal duty
to the Field Employee. Unless otherwise required by law, as a
result of the affiliation with Franchisor, the Field Employee
services provided through the Business shall be provided by
individuals who are generally employees of Franchisee. In all
circumstances, Franchisee shall be solely responsible for all
taxes, wages, and benefits due Field Employees. Franchisee shall
also be solely responsible to ensure compliance with all laws
regarding employment and hiring of Field Employees. Franchisee
agrees to indemnify and hold harmless Franchisor for any and all
claims related to the employment of Field Employees. All Clients
who receive services through the Business shall be Clients of
Franchisor. Franchisor shall retain all right, title and interest
in and to all Clients.
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4(c) Reasons to Refuse Services:
Franchisor reserves the right, in our sole discretion, to refuse
to:
(1) Allow Franchisee to
employ any individual referred by Franchisee as a Field Employee
who does meet the qualifications and standards specified by
Franchisor in the Materials or who does not meet Federal, state, or
local minimum hiring requirements,
(2) allow Franchisee to
dispatch a Field Employee to any job assignment due to any adverse
economic or safety reasons, or any reason that would violate a
Field Employee’s rights under federal law,
(3) provide Field Employees
to a Client who has not made timely payments to
Franchisor;
(4) enter into an agreement
with a Client if the anticipated Gross Margin with respect to that
agreement would not fairly compensate Franchisor for providing
Franchisor related services; or
(5) at the sole discretion of
the Franchisor, allow Franchisee to provide Field Employees to a
Client if Franchisee fail to perform credit checks or if we deem a
Client to be a high credit risk.
5. THE CLEARPOINT LICENSE
RELATIONSHIP
5(a) Grant: In reliance on the
representations, warrants, acknowledgements, promises and covenants
Franchisee makes in this Agreement, Franchisor grants Franchisee a
nonexclusive license to use the Clearpoint Property solely for the
purpose of operating each Business identified in Attachment 2:
Granted Territory. Franchisee has an exclusive license to all
ClearPoint Property under the trademark “Advantage Services
Group” or “ASG” in the granted territory. In
turn, Franchisee accepts the rights and obligations contained in
this Agreement and Franchisee agrees to comply with all terms and
provisions contained in this Agreement.
5(b) Term: The initial
term of this Agreement begins on the Effective Date and will not
exceed 99 years. In addition, every ten years the Parties shall
engage in the 10 Year Renewal Process set forth in
Section 13.
5(c) Granted Territory and Minimum
Performance Requirements:
(1) If the parties agreed to
designate a “Granted Territory” (as detailed on
Attachment 2), then Franchisee must establish Franchisee first
Location within that Granted Territory. If the parties agree not to
identify a Granted Territory, then Franchisee must establish
Franchisee first Location at a site approved by Franchisor in
accordance with subsection 6(b) below.
(2) The terms of this
Agreement provide for operating multiple Business locations. During
the term of this Agreement, if Franchisee desires to expand
Franchisee existing operations, and Franchisee meets Franchisors
then-current criteria to expand, Franchisor will determine whether
or not the new location must be established within the Granted
Territory or elsewhere.
(3) It is agreed by the
parties that the grant of the Granted Territory
rights is specifically conditional on Franchisee successful market
penetration of the Granted Territory. It is understood that if
during any given annual period during the term of this Agreement
Franchisee fails to achieve the “Minimum Performance
Requirements” set forth on Attachment 2, Franchisor will
provide Franchisee with Franchisors written notice that Franchisor
elect to either:
(i) give Franchisee the
opportunity to pay Franchisor the amount equal to the shortfall
between the Royalty payments actually paid by Franchisee and the
then-required Minimum Performance Requirement figure thus enabling
Franchisee to retain Franchisee rights to the Granted Territory,
or
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(ii) rescind your Granted
Territory rights, at which time Franchisor is no longer restricted
from establishing other ClearPoint businesses (whether franchised
or company-owned) within the Granted Territory, regardless of
proximity to any Business already established within the Granted
Territory.
(3a) Further, except under
the other specific circumstances described below, as long as You
retain those rights, ClearPoint will not establish, or authorize
any other party to establish a ASG or Advantage Services Group
office within the Granted Territory. The parties acknowledge that
physical ClearPoint offices exist in the Granted Territory and such
offices primarily focus on transportation staffing and technical
staffing. Franchisor will continue to develop business in the
Granted Territory on behalf of Franchisee including:
(i) Clearpoint
Acquisition: In the event Franchisor (whether directly or
through Franchisor’s subsidiaries or affiliates) acquire a
multi-location staffing business from an unrelated third-party that
happens to have one or more locations within the Granted Territory,
Franchisor shall seek to provide Franchisee the opportunity to
purchase and operate one or more of the acquired businesses located
within the Granted Territory.
(iii) Major Account
Client: If during the term of this Agreement Franchisor
initiates a major account program that requires servicing Clients
located in the Granted Territory Franchisor shall offer Franchisee
the opportunity to perform the services as required by the related
Major Account agreement.
(4) Franchisor is not
restricted from developing business within the Granted Territory if
Franchisee does not retain Franchisee rights (or in those instances
that apply to the exceptions above). Further, Franchisor is not
restricted from establishing ClearPoint businesses (or other
similar staffing businesses) outside the Granted Territory.
Franchisor may establish such businesses under the Proprietary
Marks or any other marks Franchisor designates. The established
businesses may be operated or franchised by Franchisor from sites
anywhere in the world, and regardless of proximity to a specific
ClearPoint office.
5(d) Use of Franchisor Property:
Franchisee is hereby licensed to use the Clearpoint Property solely
in accordance with this Agreement and in the manner prescribed by
Franchisor either in the Materials or by Franchisors written
instructions to Franchisee. Franchisor may change, modify, develop,
or discontinue components of the Clearpoint Property from time to
time. The “Clearpoint Property” includes the
following:
(1) The Program.
(2) The “
Proprietary Marks” including the service marks
CLEARPOINT , CLEARPOINTSEARCH, the descriptive phrases CLEARPOINT
RESOURCES, CLEARPOINT Technical Services and CLEARPOINT Information
Services, and such other trade names, trademarks, and service marks
as Franchisor may designate (or substitute) for Franchisee use in
connection with the operation of the Business.
(3) The “Domain
Names ” including the Internet domain name
www.clear-point.com (and all other Domain Names registered by
Franchisor or Franchisor’s affiliates) and any other domain
names that may be utilized by Franchisor. Franchisee must use the
Domain Names in conjunction with the identifier Franchisor assign
to Franchisee.
(4) The
“Materials” , (whether written or electronic)
include without limitation manuals, written directives and policy
statements, Copyrighted Works, forms, reports, audio or video
tapes, all virtual classroom programs, forms of electronic storage
media, software applications and Internet web pages (whether owned
or licensed by Franchisor). Franchisor may, at Franchisors sole
option, modify the Materials from time to time, and Franchisee must
adhere to such changes.
(5) The “Copyrighted
Works” , includes all Materials containing the copyright
identification CLEARPOINT , as well as all other Materials
entitled to the protection of the copyright laws.
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(6) All Confidential
Information owned, licensed or sublicensed by Franchisor or
delivered to Franchisee in confidence, including information
developed by the parties during the term of this
Agreement.
(7) All “Service
Files” which consist of any and all the information
concerning any Client or potential Client, any job opening from a
Client or potential Client, and resumes, applications, and any
other related information concerning the following
individuals:
(i) any
“Job-seeker” who is generally identified as an
applicant who seeks out Clearpoint Resources, with respect to
self-employment, or temporary employment by others; and
(ii) any “Field
Employee” who is generally identified as a Job-seeker who
becomes a Field Employee at the time Franchisee sells his/her
services to one or more Clients; and
(8) The goodwill associated
with and symbolized by each component described in this subsection
5(d), and all improvements, enhancements, additions and
modifications to any of them.
(9) All
“accounts” resulting from the processing of Billings in
accordance with Section 9 of this Agreement.
5(e) Ownership of the Clearpoint
Property:
(1) Franchisor’s
ownership of the Clearpoint Property is undisputed. Franchisee
shall not contest the validity of Franchisors rights in the
Clearpoint Property or take any action that would prejudice or
interfere with the validity of Franchisors rights with respect to
the Clearpoint Property.
(2) Except with regard to
Franchisee right to use the Clearpoint Property in accordance with
the terms and conditions of this Agreement nothing in this
Agreement shall give Franchisee (or any related party to
Franchisee) any rights, title, or interest in or to the Clearpoint
Property.
(3) Any unauthorized use of
the Clearpoint Property by Franchisee shall constitute an
infringement of Franchisors rights in the Clearpoint Property and
is a material default of this Agreement.
(4) Franchisee shall execute
and provide to Franchisor all documents and information Franchisor
reasonably request to fully vest and protect Franchisor’s
right, title and interest in the Clearpoint Property.
5(f) Identifying the
Program:
(1) Clearpoint reserves the
right to issue specifications and guidelines as are reasonably
necessary to preserve Franchisors rights in and to the Proprietary
Marks and Domain Names. Franchisee must adhere to these
specifications and guidelines.
(2) If the current
Proprietary Marks or Domain Names can no longer be used Franchisor
may discontinue, modify, substitute or add to the Proprietary Marks
or Domain Names for the benefit of the Program. Upon
Franchisee’s receipt of Franchisor’s written notice,
Franchisee must, at Franchisee’s expense, comply with such
change. Franchisee agrees to consistently adhere to
Franchisor’s instructions concerning the use of the
Proprietary Marks and Domain Names.
(3) Franchisor may inspect
Franchisee operations from time to time and will advise Franchisee
of any deficiencies concerning Franchisee non-compliance with the
Program identification at the Business. Upon notification of such
deficiencies, Franchisee must conform Franchisee operations
accordingly. Franchisee’s failure to comply with Franchisors
instructions is a material breach of this Agreement.
5(g) Identification for Advertising
and Marketing Purposes: Franchisee must identify itself as a
Clearpoint franchisee as Franchisor prescribed or approved by
Franchisor. Franchisee may not use the Proprietary Marks with any
prefix, suffix, or additional words, symbols, marks, or punctuation
that have
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not been approved by Franchisor. If the
law requires different or additional identification, Franchisee may
use the Proprietary Marks only with modifications that Franchisor
designates in writing to Franchisee. Franchisee may not use any
corporate, partnership, fictitious, trade, domain or other name
without Franchisors prior written approval.
5(h) Identification as an Independent
Contractor.
(1) This Agreement does not
create a fiduciary relationship between Franchisee and Franchisor.
Nothing in this Agreement is intended to make either party an
agent, legal representative, subsidiary, joint venturer, partner,
employee, or servant of the other for any purpose
whatsoever.
(2) Franchisee must hold
itself out to the public as an independent contractor operating
according to a franchise license from Franchisor. Franchisee must
exhibit a notice in a conspicuous place at each Business to inform
the public that Franchisee is operating independently as a
franchisee of ClearPoint. Franchisor reserves the right to specify
in the Materials the content and form of Franchisee
notice.
(3) nothing in this Agreement
authorizes Franchisee to enter into any contract, agreement, lease,
warranty or representation by using Franchisors name, except as a
doing business as (d/b/a) identifier (for example, John Doe
Corporation, dba Clearpoint Resources). Franchisee can not legally
bind Franchisor to incur any debt or obligations, and Franchisor
shall not assume any liability, or be deemed liable under this
Agreement as a result of any action by Franchisee to attempt to do
so. Franchisee may not execute any written agreement with a Client
that imposes an indemnification of any nature by Franchisor. Should
Franchisee enter into any such agreement, the agreement shall be
void against Franchisor and will constitute an event of default
under this Agreement,
(4) Franchisor shall not be
liable for any act or omission by Franchisee in operating the
Business or for any claim or judgment arising from such acts or
omissions.
5(i) Associated Goodwill: Any and
all goodwill associated with, and identified by, the Proprietary
Marks and Domain Names (including goodwill arising from Franchisee
use of them) inures directly and exclusively to Franchisors benefit
and is Franchisors property. Upon expiration (without renewal) or
termination of this Agreement, no monetary amount shall be
attributable to the goodwill associated with Franchisee use of the
Clearpoint Property, or Franchisee activities under the
Program.
5(j) Future Development of the
Clearpoint Property: Any improvements, enhancements,
advertising or public relations programs, marks, domain names,
inventions, or modifications of the Clearpoint Property developed
or adopted by Franchisee during the term of this Agreement (even if
not authorized by Franchisor) which relates in any way to the
operation of the Business, shall be Franchisors exclusive property.
Franchisee hereby disclaims any right, title or interest therein.
Franchisee must immediately disclose to Franchisor any such future
development designed by Franchisee. If Franchisor, at Franchisors
expense, elects to file for patent, copyright, domain name
registration or similar protection concerning the future
development, Franchisee must execute the documents and provide
Franchisor with any information Franchisor may reasonably request
in order to perfect the filing.
5(k) Services Rendered: Any
services Franchisee renders using the ClearPoint Property must
conform to the standards of quality specified or approved by
Franchisor.
5(l) Internet Services: As long
as Franchisor provides an Internet presence for Franchisee,
Franchisee may not independently establish an Internet presence in
any manner. However, should Franchisor cease to provide Franchisee
with Internet service, upon obtaining Franchisor’s prior
written consent, Franchisee may do so.
5(m) notice of Legal Action and
Indemnification:
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(1) YOU AGREE, AT ALL TIMES
AND AT YOUR EXPENSE, TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR
AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, AND DESIGNEES, AND
THEIR RESPECTIVE MANAGERS, MEMBERS, OFFICERS, AGENTS, AND
REPRESENTATIVES (COLLECTIVELY REFERRED TO AS THE
“INDEMNITEES” ) FROM ALL LOSSES AND EXPENSES
INCURRED IN CONNECTION WITH ANY ACTION, SUIT, ALTERNATIVE DISPUTE
RESOLUTION, ARBITRATION, PROCEEDING, CLAIM, DEMAND, INVESTIGATION,
FORMAL OR INFORMAL INQUIRY, OR ANY SETTLEMENT THEREOF (COLLECTIVELY
REFERRED TO AS “ACTION”) WHICH ARISES OUT OF OR
IS BASED UPON YOUR OWNERSHIP OR OPERATION OF THE BUSINESS,
INCLUDING CLAIMS RELATED TO THE EMPLOYMENT OF YOUR STAFF EMPLOYEES.
THIS OBLIGATION TO INDEMNIFY AND DEFEND US SHALL APPLY EVEN IN THE
EVENT OF THE NEGLIGENCE OF OR CLAIM OF NEGLIGENCE AGAINST
INDEMNITEES.
(2) SPECIFICALLY EXCLUDED
FROM THE INDEMNITY GIVEN ABOVE IS ANY LIABILITY ARISING SOLELY FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF INDEMNITEES (EXCEPT
TO THE EXTENT THAT SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS
ATTRIBUTED OR IMPUTED BY REASON OF ANY ACT OR OMISSION BY
YOU).
(3) For the purpose of this
Agreement the term “losses and expenses” shall,
without limitation include, all losses, compensatory, exemplary or
punitive damages, fines, charges, costs, expenses, lost profits,
attorneys’ fees, experts’ fees, court costs, settlement
amounts, judgments, arbitration awards, compensation for damages to
Franchisors reputation and goodwill, costs of or resulting from
delays, financing, costs of advertising material and media time or
space, including costs of changing, substituting or replacing same,
and all expenses for recall, refunds, compensation, public notices
and other such amounts incurred in connection with the matters
described.
(4) As soon as Franchisee are
aware of any Action Franchisee must immediately give Franchisor
notice of such Action. At Franchisee expense and risk, Indemnitees
may elect to assume the defense of any Action; however, under no
circumstance are Indemnitees obligated to undertake the defense of
any Action. Such an undertaking by Indemnitees shall in no manner
diminish Franchisee obligation to indemnify Indemnitees and to hold
them harmless. Franchisee acknowledge that Franchisee have no
authority to accept any service of process on behalf of any of the
lndemnitees.
(5) Franchisor may, at any
time and with such notice as Franchisor deems appropriate, offer,
order, consent or agree to settlements or take such other remedial
or corrective actions Franchisor deems expedient with respect to
any Action if, in Franchisors sole judgment, there are
reasonable grounds to believe that any of the acts or circumstances
enumerated in this subsection 5(m) have occurred, or that any act,
error, or omission of Yours may result directly or indirectly in
damage, injury or harm to any person or any property. All losses
and expenses incurred under this subsection 5(m) shall be
chargeable to and paid by Franchisee regardless of any action,
activity or defense undertaken by any Indemnitees or the subsequent
success or failure of such actions, activity or defense.
(6) Indemnitees do not assume
any liability whatsoever for acts, errors, or omissions of those
with whom Franchisee may contract, regardless of the purpose.
Franchisee shall hold harmless and indemnify Indemnitees for all
losses and expenses that may arise out of any acts, errors or
omissions regarding such third parties.
(7) Under no circumstances
shall Indemnitees be required or obligated to seek recovery from
third parties or otherwise mitigate their losses in order to
maintain a claim against Franchisee. The failure to pursue such
recovery or mitigate loss will in no way reduce the amounts
recoverable by Indemnitees from Franchisee.
(8) Provisions of this
subsection 5(m) shall continue in effect after the expiration
or
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termination of this Agreement for any
and all Actions that accrued during the term of this
Agreement.
5(n) Infringement and
Franchisor’s Related indemnification:
(1) Should Franchisee become
aware that a suspected unauthorized third party is using the
Proprietary Marks (or any variant thereof), Franchisee must
immediately notify Franchisor of the facts relating to the alleged
infringement. Upon receipt of Franchisee notice, Franchisor shall,
in Franchisor’s sole discretion, determine whether or not
Franchisor will take any action concerning the alleged
infringement. Franchisee shall have no right to make any demand or
prosecute any claim related to such infringement.
(2) Franchisee must notify
Franchisor immediately of any claim against Franchisee alleging
that Franchisee use of the Proprietary Marks constitutes an
infringement of someone else’s rights. So long as Franchisee
have complied with the Program, Franchisor agrees to indemnify and
hold Franchisee harmless against any liability assessed against
Franchisee in favor of the claimant, including Franchisee
reasonable costs of defending the claim. Franchisor will not be
liable for any other damages, costs, expenses or for any loss of
profits or business opportunities or incidental or consequential
damages of any kind relating to any such claim. Franchisor reserve
the right to defend, compromise and settle any such action and if
Franchisor do undertake Franchisee defense, Franchisor will not be
responsible for the cost of any independent counsel Franchisee
retain. Franchisor shall have no obligation to defend or indemnify
Franchisee pursuant to this subsection 5(n) if the claim, suit or
demand against Franchisee arises out of or relates to Franchisee
use of the Proprietary Marks in violation of the terms of this
Agreement.
7. TRADE SECRET/CONFIDENTIAL
INFORMATION
7(a) Trade Secret: The
Confidential Information is not a matter of common knowledge in the
trade, is generally not available except through time consuming and
costly processes, and gives Franchisee and Franchisor an advantage
over other staffing businesses. Therefore, Franchisee acknowledges
and agrees that the Confidential Information, whether currently in
existence or hereafter acquired, constitutes a trade secret of
ClearPoint.
7(b) Confidential Information:
The following information, without limitation, constitutes the
“Confidential Information” :
(1) the Clearpoint Property,
the Materials; the Program, Service Files content, Field Employee
and/or Staff Employee information obtained through the operation of
the Business (whether past, present or prospective);
(2) any information regarding
any individual who has a reasonable expectation of privacy and/or
which was disclosed to Franchisee, the Client, the Business and/or
Franchisor in confidence;
(3) any additional
information regarding any Client, including, but not limited to,
personal information on the various contact persons, contact
telephone numbers, personnel needs, fringe benefits, hiring
practices, time lines and budgets, policies, goals and plans, usage
of Field Employees, Client pricing for various services and types
of Field Employees, fees, profit margins, credit history, existing
or prospective Job-orders and Client agreements and all other
dealings with Franchisee, the Business and/or
Franchisor,
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(4) any information regarding
Franchisee business operations and practices under the Program,
including pricing and cost codes, marketing techniques, strategic
business plans and market research studies, promotional ideas,
operating reports, placement registers, and accounts
receivable;
(5) any information,
including a formula, pattern, compilation, program, device, method,
technique, or process that derives independent economic value,
actual or potential, for which reasonable efforts are used to
maintain its secrecy, and which is not generally known to the
public or readily ascertainable by proper means by other persons
who can obtain economic value from its disclosure or use;
and
(6) any other information
known by Franchisee or used in the Business that could give
Franchisee an advantage over competitors that is not disclosed to
the public by Franchisor or that is not generally known to the
public.
7(c) Non-Disclosure of Confidential
Information: Franchisee and Franchisee Principal Owners
acknowledge that any use of the Confidential Information other than
for the operation of the Business is a material breach of this
Agreement and constitutes an unfair business practice. Franchisee
agrees that during the term of this Agreement, Franchisee will
institute thorough and effective measures to protect and preserve
the confidentiality of the Confidential information. Franchisee
agrees that Franchisee will not (1) disclose the co
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