Common use of Exclusive Relationship Clause in Contracts

Exclusive Relationship. You acknowledge and agree that we could not protect Confidential Information against unauthorized use or disclosure or encourage a free exchange of ideas and information among Cookie System Facilities if licensed owners of Cookie System Facilities could hold interests in or perform services for a Competitive Business (defined below). You also acknowledge that, except as provided in Appendix B to this Agreement, we have granted the License to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of this Agreement and except as provided in Appendix B, neither you nor any of your owners (nor any of your or your owners' spouses or children) will: (1) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, wherever located or operating; (2) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITY; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4) perform services as a director, officer, manager, employee, consultant, representative or agent for a Competitive Business, wherever located or operating; (5) recruit or hire any person who is our employee or the employee of any Cookie System Facility without obtaining the prior written permission of that person's employer; (6) divert or attempt to divert any actual or potential business or customer of the FACILITY to another business; or (7) engage in any other activity which may injure the goodwill of the Marks and System. The term "Competitive Business" as used in this Agreement means any business marketing, selling, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate that type of business (other than a Cookie System Facility operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates). Nothing in this section shall apply to or prohibit your ownership interests in us or our affiliates.

Exclusive Relationship. You acknowledge and agree that we could not would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among Cookie System Facilities WOB Taverns if licensed franchised owners of Cookie System Facilities could WOB Taverns were permitted to hold interests in or perform services for a Competitive Business (as defined below). You also acknowledge that, except as provided in Appendix B to this Agreement, that we have granted the License Franchise to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of this Agreement and except as provided in Appendix BAgreement, neither you nor any of your owners will, directly or indirectly (nor any of your e.g., through a spouse or your owners' spouses or children) will:child): (1) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, wherever located or operating; (2a) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITYas defined below), wherever located; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4b) perform services as a director, officer, manager, employee, consultant, representative representative, agent or agent otherwise for a Competitive Business, wherever located or operatinglocated; (5c) recruit or hire any person who is our employee or the employee of any Cookie System Facility WOB Tavern owned by us, our affiliates or our franchisees without obtaining the prior written permission of that person's employer;; or (6d) divert or attempt to divert any actual or potential business or customer of the FACILITY Tavern to another business; or (7) engage in any other activity which may injure Competitive Business or otherwise take any action injurious or prejudicial to the goodwill of associated with the Marks and the System. The term "Competitive Business," as used in this Agreement Agreement, means any business marketingor facility owning, sellingoperating or managing, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate do so, any bar, pub, tavern, restaurant, food or alcoholic beverage service facility, or any retail establishment (like a liquor store or convenience store) that type of business (a) features beer, wine, and related products as a primary menu item; (b) serves craft beer; or (c) has more than 6 beers on tap, other than a Cookie System Facility WOB Tavern operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates)us. Nothing This Section does not prohibit you or your owners from having a direct or indirect interest as a disclosed or beneficial owner in this section shall apply to or prohibit your ownership interests in us or our affiliatesa publicly held Competitive Business, as long as such securities represent less than 5% of the number of shares of that class of securities which are issued and outstanding.

Exclusive Relationship. You acknowledge and agree that we could not protect Confidential Information against unauthorized use or disclosure or encourage a free exchange of ideas and information among Cookie System Facilities if licensed owners of Cookie System Facilities could hold interests in or perform services for a Competitive Business (defined below). You also acknowledge that, except as provided in Appendix B to this Agreement, we have granted you the License to you Franchise in consideration of and reliance upon your agreement to deal exclusively with usus in the early childhood development and children’s media/entertainment industries. You therefore agree that, during the term of this Agreement and except as provided in Appendix BTerm, neither you you, any of your direct or indirect owners, nor any of your owners (nor any of your or your such owners' ’ spouses or children) will: (1a) have any direct or indirect controlling interest as a disclosed an owner — whether of record, beneficially, or beneficial owner otherwise — in a Competitive Business, wherever located or operating; (2b) have any direct or indirect non-controlling interest as an owner — whether of record, beneficially, or otherwise — in a disclosed Competitive Business, wherever located or beneficial owner operating (except that less than a two percent (2%) equity ownership interest in a Competitive Business located whose stock or operating within eight (8) miles other forms of the FACILITYownership interest are publicly traded on a recognized United States stock exchange will not violate this subparagraph); (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4c) perform services as a director, officer, manager, employee, consultant, representative representative, or agent for a Competitive Business, wherever located or operating; (5d) recruit or hire any person then employed, or who is was employed within the immediately preceding six (6) months, as a director or manager-level employee by us, any of our employee affiliates, or the employee of any Cookie System another KIDVILLE Facility without obtaining the existing or former employer’s prior written permission permission. If one of our affiliates or franchisees is the affected employer under this subparagraph due to your actions, that person's employeraffiliate or franchisee will be a third party beneficiary of and may independently enforce this provision. You agree to restrict your own employees, as a condition of their employment with you, from working for another KIDVILLE Facility for at least six (6) months after they leave your employment and to advise them that we contractually prohibit other KIDVILLE Facilities from hiring them for at least six (6) months after they leave your employment (regardless of the reason for their departure). If you engage in these prohibited activities, we also may elect to terminate this Agreement under Section 14.B.; (6e) divert or attempt to divert any actual or potential business or customer of the FACILITY to another businessa Competitive Business; or (7f) engage in any other activity which may that might injure the goodwill of the Marks and Franchise System. The term "Competitive Business" as used in this Agreement means any business marketing, selling, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate that type of business (other than a Cookie System Facility operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates). Nothing in this section shall apply to or prohibit your ownership interests in us or our affiliates.

Exclusive Relationship. You acknowledge (a) LICENSEE acknowledges and agree agrees that we could not LICENSOR would be unable to protect Confidential Information the TUMBLEWEED SYSTEM against unauthorized use or disclosure or and would be unable to encourage a free exchange of ideas and information among Cookie System Facilities Tumbleweed Restaurants if licensed developers, franchisees and their equity owners (and members of Cookie System Facilities could their immediate families) were permitted to engage in, hold interests in or perform services for a business or enterprise other than a Tumbleweed Restaurant, that (i) offers as its primary food-products Mexican, Tex-Mex, American Southwest-style food or mesquite-flavored food for consumer consumption through on-premises or carry-out dining, delivery service, catering service or other distribution channel, or (ii) grants or has granted franchises or licenses or establishes or has established joint ventures, for the development and/or operation of an enterprise or business described in the foregoing clause (i) (collectively, a "Competitive Business (defined belowBusiness"). You also acknowledge LICENSEE further acknowledges and agrees that the restrictions contained in this Section 14 will not hinder its activities or the activities of its equity owners under this Agreement or in general. Except as provided below, LICENSOR has entered into this Agreement with LICENSEE on the express condition that, except with respect to the development and operation of businesses that offer as provided in Appendix B to this Agreementtheir primary food-products Mexican, we have Tex-Mex, American-Southwest style food or mesquite-flavored food for consumer consumption through on-premises and carry-out dining, delivery service, catering service or other distribution channel or a business that grants or has granted franchises or licenses or establishes or has established joint ventures for the License to you in consideration development or operation of such businesses, LICENSEE and reliance upon your agreement to its equity owners and members of their respective immediate families will deal exclusively with usLICENSOR. You therefore agree Except for holding a passive equity interest in an entity whose sole activity consists of owning or operating Texas Roadhouse restaurants, LICENSEE agrees that, during the term of this Agreement and except as provided in Appendix BAgreement, neither you LICENSEE, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇ ▇▇▇▇▇"), any equity owner of LICENSEE who participates in the day-to-day active executive management of LICENSEE, nor any member of your owners the immediate family of ▇▇▇▇▇ ▇▇▇▇▇ or of an equity owner of LICENSEE who participates in the day-to-day active executive management of LICENSEE (nor any of your collectively, the "LICENSEE Affiliates"), shall, directly or your owners' spouses or children) willindirectly: (1) have own, manage, operate or control, directly or indirectly, any direct or indirect controlling Competitive Business, except that LICENSEE Affiliates may hold an interest as a disclosed or beneficial owner in a Competitive Business, wherever located or operating; (2) have any direct or indirect interest as a disclosed legal or beneficial owner in a Competitive Business located or operating within eight (8) miles so long as such LICENSEE Affiliate does not violate the restrictions of the FACILITYparagraph 14(a)(2) with respect to such Competitive Business; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (42) perform services as a director, officer, manager, employee, consultant, representative representative, agent, or agent otherwise for any Competitive Business, except that a LICENSEE Affiliate may perform services for a Competitive BusinessBusiness if such services, wherever located or operating;in the aggregate, do not require more than 30% of such LICENSEE Affiliate's business time and attention (assuming a 40 hour business workweek) and do not otherwise interfere with the performance of LICENSEE'S obligations under this Agreement; or (53) recruit employ or hire seek to employ any person who is our employee employed by LICENSOR its affiliates or the employee by any other developer or franchisee of Tumbleweed Restaurants, nor induce nor attempt to induce any Cookie System Facility such person to leave said employment without obtaining the prior written permission consent of that such person's employer;. (6b) divert The restrictions of this Section 14 shall not be construed to prohibit LICENSEE, any equity owner of LICENSEE, or attempt to divert any actual or potential business or customer member of the FACILITY to another business; or (7) engage immediate family of an equity owners of LICENSEE, from having a direct or indirect ownership interest in any other activity which may injure the goodwill of the Marks and System. The term "Competitive Business" as used in this Agreement means any business marketingTumbleweed Restaurant, selling, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate that type of business (other than a Cookie System Facility operated under a license agreement with us or under any license development agreement or franchise agreement for the development or operation of any Tumbleweed Restaurant, or from providing services to any such Tumbleweed Restaurant pursuant to other agreements with our affiliatesLICENSOR, or from owning any direct or indirect ownership interest in TM Riders, LLC. (c) The restrictions in this Section 14 shall not be construed to prohibit or restrict (i) any party to a development, license or franchise agreement with Chi-Chi's International Operations, Inc., where such agreement is in existence as of the date of this Agreement, from continuing to operate as a developer or franchisee under the terms of such agreement, unless such party has converted all of his restaurants to Tumbleweed Restaurants, or (ii) LICENSEE and its employees from continuing to manage, advise and perform services for any Chi-Chi's Restaurant falling within the scope of clause (i) of this Section 14(c) (and LICENSOR shall not be entitled to any portion or share of the fees, royalties and other payments with respect to such Chi-Chi's Restaurants). Nothing The restrictions in this section Section 14 shall apply also not be construed to prohibit or prohibit your restrict ▇▇▇▇▇ ▇▇▇▇▇'▇ ownership interests of an equity interest in us an entity that has the right to own, operate or our affiliatesdevelop Chi-Chi's restaurants in the United Kingdom, so long as the activities are pursuant to the terms of an agreement between the entity and Chi-Chi's (UK) Ltd. existing as of the date of this Agreement.

Exclusive Relationship. You acknowledge Franchisee acknowledges and agree agrees that we could not Franchisor would be unable to protect the Confidential Information against unauthorized use or disclosure or disclosure, and would be unable to encourage a free exchange of ideas and information among Cookie System Facilities franchisees and developers of UFood Outlets, if licensed owners franchisees, developers and their Owners (and members of Cookie System Facilities could their respective Immediate Families) were permitted to engage in, hold interests in or perform services for a Competitive Business Businesses. Franchisee further acknowledges and agrees that the restrictions contained in this Section 7 will not hinder its activities or the activities of its Owners (defined below)or members of their respective Immediate Families) under this Agreement or in general. You also acknowledge Franchisor has entered into this Agreement with Franchisee on the express condition that, except with respect to restaurants featuring food items and/or beverages that are marketed as provided in Appendix B to this Agreementlow-fat, we have granted low-carbohydrate or low-calorie food and retail businesses featuring the License to you in consideration sale of nutritional products or similar businesses, Franchisee and reliance upon your agreement to its Owners and members of their respective Immediate Families will deal exclusively with usFranchisor. You Franchisee therefore agree agrees that, during the term of this Agreement and except as provided in Appendix BAgreement, neither you Franchisee nor any Owner of your owners (Franchisee, nor any member of your the Immediate Family of Franchisee or your owners' spouses of any Owner, shall directly or children) willindirectly: (1a) have any direct controlling or indirect non-controlling interest as a disclosed record or beneficial owner in a any Competitive Business, wherever located or operating, provided that this restriction shall not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market and quoted on a national inter-dealer quotation system that represent less than one-half percent (0.5%) of the number of shares of that class of securities issued and outstanding; (2) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITY; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4b) perform services as a director, officer, manager, employee, consultant, representative representative, agent, or agent otherwise for a any Competitive Business, wherever located or operating; (5c) recruit directly or hire indirectly loan any person who is our money or other thing of value to, guarantee any loan to, lease any personal or real property to, or permit the use of its name in connection with, any Competitive Business or any owner, director, officer, manager, employee or the employee agent of any Cookie System Facility without obtaining the prior written permission of that person's employerCompetitive Business, wherever located or operating; (6d) divert or attempt to divert any actual or potential business or customer customers of the FACILITY Outlet or any other UFood Outlet to another businessany Competitive Business; or (7e) employ or seek to employ any individual who is employed by Franchisor, an Affiliate of Franchisor or any other developer or franchisee of a UFood Outlet, or otherwise directly or indirectly induce any such individual to leave said employment, without the prior written consent of such individual's employer. Furthermore, if Franchisee is a corporation, limited liability company, partnership or other business entity, it will not engage in any business or other activity which may injure activity, directly or indirectly, other than the goodwill development and operation of the Marks Outlet and Systemother UFood Outlets developed and operated pursuant to other agreements with Franchisor. The term "Competitive Business" as used in Franchisee acknowledges and agrees that the failure of any Person restricted pursuant to this Section to comply with the restrictions of this Section (regardless of whether that Person actually has executed this Agreement, a Guarantee or a confidentiality or non-competition agreement) shall constitute a breach of this Agreement means by Franchisee. Without limiting the foregoing, and in addition to any business marketingremedies Franchisor may have under this Agreement, sellingif Franchisee or any Affiliate of Franchisee should hire an individual who, promotingat the time of such hiring, distributing is employed by Franchisor or giving away baked-goodsone of its Affiliates and whose duties include training, frozen desserts Franchisee shall promptly pay to Franchisor as liquidated damages an amount equal to the then current annual salary of the individual as reflected in the personnel records of Franchisor or other sweet snack products at wholesale its Affiliate, as applicable. Franchisee acknowledges and agrees that Franchisor makes a substantial investment in its training personnel and that the aforementioned liquidated damages are a reasonable estimate of the actual damages which would be incurred by Franchisor or retail or granting franchises or licenses to others to operate that type of business (other than a Cookie System Facility operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates). Nothing in this section shall apply to or prohibit your ownership interests in us or our affiliatesits Affiliate.

Exclusive Relationship. You acknowledge Developer acknowledges and agree agrees that we could not Franchisor would be unable to protect the Confidential Information against unauthorized use or disclosure or disclosure, and would be unable to encourage a free exchange of ideas and information among Cookie System Facilities franchisees and developers of UFood Outlets, if licensed owners franchisees, developers and their Owners (and members of Cookie System Facilities could their respective Immediate Families) were permitted to engage in, hold interests in or perform services for a Competitive Business Businesses. Developer further acknowledges and agrees that the restrictions contained in this Section 8 will not hinder its activities or the activities of its Owners (defined below)or members of their respective Immediate Families) under this Agreement or in general. You also acknowledge Franchisor has entered into this Agreement with Developer on the express condition that, except with respect to restaurants featuring food items and/or beverages that are marketed as provided in Appendix B to this Agreementlow-fat, we have granted low-carbohydrate or low-calorie and retail businesses featuring the License to you in consideration sale of nutritional products or similar businesses, Developer and reliance upon your agreement to its owners and members of their respective Immediate Families will deal exclusively with usFranchisor. You Developer therefore agree agrees that, during the term of this Agreement and except as provided in Appendix BAgreement, neither you Developer nor any Owner of your owners (Developer, nor any member of your the Immediate Family of Developer or your owners' spouses of any Owner of Developer, shall directly or children) willindirectly: (1a) have any direct controlling or indirect non-controlling interest as a disclosed record or beneficial owner in a any Competitive Business, wherever located or operating, provided that this restriction shall not apply to the ownership of shares of a class of securities listed on a stock exchange or traded on the over the counter market and quoted on a national inter dealer quotation system that represent less than one-half percent (0.5%) of the number of shares of that class of securities issued and outstanding; (2) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITY; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4b) perform services as a director, officer, manager, employee, consultant, representative representative, agent, or agent otherwise for a any Competitive Business, wherever located or operating; (5c) recruit directly or hire indirectly loan any person who is our money or other thing of value to, guarantee any loan to, lease any personal or real property to, or permit the use of its name in connection with, any Competitive Business or any owner, director, officer, manager, employee or the employee agent of any Cookie System Facility without obtaining the prior written permission of that person's employerCompetitive Business, wherever located or operating; (6d) divert or attempt to divert any actual or potential business or customer customers of the FACILITY any Developer Outlet or any other UFood Outlets to another businessany Competitive Business; or (7e) employ or seek to employ any individual who is employed by Franchisor, its Affiliate or any other developer or franchisee of a UFood Outlet, or otherwise directly or indirectly induce any such individual to leave said employment, without the prior written consent of such individual's employer. Furthermore, if Developer is a corporation, limited liability company, partnership or other business entity, it will not engage in any business or other activity which may injure activity, directly or indirectly, other than the goodwill development and operation of Developer Outlets developed and operated pursuant to Franchise Agreements with Franchisor. Developer acknowledges and agrees that the Marks failure of any Person restricted pursuant to this Section 8 to comply with the restrictions of this Section 8 (regardless of whether that Person actually has executed this Agreement, a Guarantee or a Confidentiality and System. The term "Competitive Business" as used in Non Competition Agreement) shall constitute a breach of this Agreement means any business marketing, selling, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate that type of business (other than a Cookie System Facility operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates). Nothing in this section shall apply to or prohibit your ownership interests in us or our affiliatesby Developer.

Exclusive Relationship. You acknowledge 20.1 Franchisee acknowledges and agree agrees that we could not Franchisor would be unable to (a) protect the Confidential Information against unauthorized use or disclosure disclosure; (b) preserve the prestige, integrity, and goodwill of the Products, Marks, and System; or (c) encourage a the free exchange of ideas and information among Cookie System Krispy Kreme Stores and Commissary Facilities if licensed franchisees and owners of Cookie System Krispy Kreme Stores and Commissary Facilities could hold interests or their owners were permitted to engage in or perform services for a Competitive Business (defined below)benefit from certain competitive activities. You Franchisee also acknowledge that, except as provided in Appendix B to this Agreement, we have acknowledges that Franchisor has granted the License franchise rights to you Franchisee in consideration of and reliance upon your on Franchisee’s agreement to that Franchisee and its Owners will deal exclusively with usFranchisor. You therefore agree thatTherefore, except as expressly authorized by this Agreement or another written agreement with Franchisor, Franchisee agrees that during the term of this Agreement and except as provided in Appendix BAgreement, without Franchisor’s prior written consent, neither you Franchisee, nor any of your owners (nor any of your or your owners' spouses or children) other Restricted Person will: (1i) have any direct or indirect controlling interest as a disclosed or beneficial owner Ownership Interest in a Competitive Business, wherever located or operating; (2) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITY; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4ii) perform services as a director, officer, manager, partner, or supervisory or management-level employee, of any Competitive Business; (iii) perform services as an employee, consultant, representative representative, agent or agent otherwise for a Competitive Business, wherever located where such services (A) are substantially similar to those provided to Franchisor or operatingFranchisor Affiliates by Franchisee or the respective Restricted Person; or (B) create a relationship between Franchisee or the Restricted Person and such Competitive Business in which Franchisee or the Restricted Person could be reasonably expected to benefit, either directly or indirectly, whether financially or otherwise, from the disclosure of any material Confidential Information to such Competitive Business; (5iv) recruit or hire any person Person who is our Franchisor’s employee or the employee of any Cookie System Krispy Kreme Store or Commissary Facility, or who has been Franchisor’s employee or the employee of any Krispy Kreme Store or Commissary Facility within the past six (6) months without obtaining the prior written permission from Franchisor and that Person’s employer. If Franchisor permits Franchisee to hire any such Person, then ▇▇▇▇▇▇▇▇▇▇ agrees to pay Franchisor a non-refundable Management Development Fee in the amount of that person's employer; Twenty-Five Thousand Dollars (6$25,000) divert or attempt to divert any actual or potential business or customer per hired employee as of the FACILITY to another businessdate of hire; or (7v) induce or attempt to induce any Person who is Franchisor’s employee or the employee of any Krispy Kreme Store or Commissary Facility to discontinue working for Franchisor or such Krispy Kreme Store or Commissary Facility as the case may be. 20.2 At all times during the Term, Franchisee will designate a Managing Director of its business pursuant to this Agreement who shall complete Franchisor’s mandatory training program to Franchisor’s satisfaction. The initial Managing Director is identified in the Basic Terms. The Managing Director will use his or her full-time efforts to fulfill Franchisee’s obligations under this Agreement and under other Franchise Agreements and any Commissary Facility Agreements, and will not directly or indirectly engage in any other business or activity which may injure that requires any significant management responsibility or time commitments, or that otherwise conflicts with Franchisee’s obligations under this Agreement. If the goodwill of Managing Director is terminated in that role, or if the Marks Managing Director does not carry out his or her responsibilities or otherwise perform in accordance with this Agreement, Franchisee will promptly designate a replacement, and System. The term "Competitive Business" as used in this Agreement means any business marketing, selling, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses each such replacement shall complete Franchisor’s mandatory training program to others to operate that type of business (other than a Cookie System Facility operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates). Nothing in this section shall apply to or prohibit your ownership interests in us or our affiliatesFranchisor’s satisfaction.

Exclusive Relationship. You acknowledge and agree that we could not would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among Cookie System Facilities KRISPY KREME STORES if licensed franchised owners of Cookie System Facilities could KRISPY KREME STORES were permitted to hold interests in or perform services for a Competitive Business (defined below). You also acknowledge that, except as provided in Appendix B to this Agreement, that we have granted the License Franchise to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of <PAGE> 19 this Agreement and except as provided in Appendix BAgreement, neither you nor any of your owners (nor any of your or your owners' spouses or children) will: (1) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, wherever located or operating: (a) within 25 miles of the STORE; (b) within 5 miles of any other KRISPY KREME STORE in operation or under construction during the term of this Agreement; or (c) within the United States of America; (2) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITY; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4) perform services as a director, officer, manager, employee, consultant, representative representative, agent or agent otherwise for a Competitive Business, wherever located or operating;; or (53) recruit or hire any person who is our employee or the employee of any Cookie System Facility KRISPY KREME STORE or who has been our employee or the employee of any KRISPY KREME STORE within the past six (6) months without obtaining the prior written permission of that person's employer; (6) divert or attempt . If we permit you to divert hire any actual or potential business or customer such person, then you agree to pay us a non-refundable Management Development Fee in the amount of $25,000 as of the FACILITY to another business; or (7) engage in any other activity which may injure the goodwill date of the Marks and Systemhire. The term "Competitive Business" as used in this Agreement means any business marketingoperating, selling, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate operate, a food service business that type sells cake doughnuts, yeast raised doughnuts, any other types of business customary or large size doughnut, miniature doughnuts or doughnut holes in any distribution channels to any consumer for consumption or resale and such sales comprise five percent (5%) or more of such business' revenues (other than a Cookie System Facility KRISPY KREME STORE operated under a license agreement with us or under any license agreement or franchise agreement with our affiliatesus). Nothing in The restrictions of this section shall apply Section will not be applicable to or prohibit your the ownership of publicly traded ownership interests in us or our affiliatesthat constitute less than three percent (3%) of a class of ownership interests issued and outstanding.

Exclusive Relationship. You acknowledge and agree that we could not would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among Cookie System Facilities WOB Taverns if licensed owners of Cookie System Facilities could Area Developers were permitted to hold interests in or perform services for a Competitive Business (as defined below). You also acknowledge that, except as provided in Appendix B to this Agreement, that we have granted the License these Development Rights to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of this Agreement and except as provided in Appendix BAgreement, neither you nor any of your owners will, directly or indirectly (nor any of your e.g., through a spouse or your owners' spouses or children) will: (1) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, wherever located or operating; (2) child): have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITY; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4) defined below), wherever located; perform services as a director, officer, manager, employee, consultant, representative representative, agent or agent otherwise for a Competitive Business, wherever located or operating; (5) located; recruit or hire any person who is our employee or the employee of any Cookie System Facility WOB Tavern owned by us, our affiliates or our franchisees without obtaining the prior written permission of that person's employer; (6) ; or divert or attempt to divert any actual or potential business or customer of the FACILITY Tavern to another business; or (7) engage in any other activity which may injure Competitive Business or otherwise take any action injurious or prejudicial to the goodwill of associated with the Marks and the System. The term "“Competitive Business" ,” as used in this Agreement Agreement, means any business marketingor facility owning, sellingoperating or managing, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate do so, any bar, pub, tavern, restaurant, food or alcoholic beverage service facility, or any retail establishment (like a liquor store or convenience store) that type (a) features beer, wine, and related products as a primary menu item; (b) serves craft beer; or (c) has more than 6 beers on tap, other than a WOB Tavern operated under a franchise agreement with us. This Section does not prohibit you or your owners from having a direct or indirect interest as a disclosed or beneficial owner in a publicly held Competitive Business, as long as such securities represent less than 5% of business the number of shares of that class of securities which are issued and outstanding. 10 MARKS Ownership and Goodwill of Marks. Your right to use the Marks is derived solely from this Agreement and the Franchise Agreements and limited to your operation of the WOB Taverns at the Sites pursuant to and in compliance with the Franchise Agreements and all standards and specifications we prescribe from time to time during term of the Franchise Agreements. Your unauthorized use of the Marks will be a breach of this Agreement and an infringement of our rights in and to the Marks. You acknowledge and agree that your use of the Marks and any goodwill established by such use will be exclusively for our benefit and that neither this Agreement nor the Franchise Agreements confer any goodwill or other interests in the Marks upon you (other than a Cookie System Facility operated under a license agreement the right to operate the WOB Taverns in compliance with us or under any license agreement or franchise agreement with our affiliatesthe Franchise Agreements). Nothing in All provisions of this section shall Agreement and the Franchise Agreements applicable to the Marks apply to or prohibit your ownership interests in us or our affiliatesany additional proprietary trade and service marks and commercial symbols we authorize you to use.

Exclusive Relationship. You acknowledge and agree that we could not would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among Cookie System Facilities WOB Stores if licensed franchised owners of Cookie System Facilities could WOB Stores were permitted to hold interests in or perform services for a Competitive Business (as defined below). You also acknowledge that, except as provided in Appendix B to this Agreement, that we have granted the License Franchise to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of this Agreement and except as provided in Appendix BAgreement, neither you nor any of your owners will, directly or indirectly (nor any of your e.g., through a spouse or your owners' spouses or children) will:child): (1) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, wherever located or operating; (2a) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITYas defined below), wherever located; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4b) perform services as a director, officer, manager, employee, consultant, representative representative, agent or agent otherwise for a Competitive Business, wherever located or operatinglocated; (5c) recruit or hire any person who is our employee or the employee of any Cookie System Facility WOB Store owned by us, our affiliates or our franchisees without obtaining the prior written permission of that person's employer;; or (6d) divert or attempt to divert any actual or potential business or customer of the FACILITY Store to another business; or (7) engage in any other activity which may injure Competitive Business or otherwise take any action injurious or prejudicial to the goodwill of associated with the Marks and the System. The term "Competitive Business," as used in this Agreement Agreement, means any business marketingor facility owning, sellingoperating or managing, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate do so, any bar, pub, tavern, restaurant, food or alcoholic beverage service facility, or any retail establishment (like a liquor store or convenience store) that type of business (a) features beer, wine, and related products as a primary menu item; (b) serves craft beer; or (c) has more than 6 beers on tap, other than a Cookie System Facility WOB Store operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates)us. Nothing This Section does not prohibit you or your owners from having a direct or indirect interest as a disclosed or beneficial owner in this section shall apply to or prohibit your ownership interests in us or our affiliatesa publicly held Competitive Business, as long as such securities represent less than 5% of the number of shares of that class of securities which are issued and outstanding.

Exclusive Relationship. You acknowledge Licensee acknowledges and agree agrees that we could not COMPANY would be unable to protect the Confidential Information against unauthorized use or disclosure or and would be unable to encourage a free exchange of ideas and information among Cookie System Facilities COMPANY and its licensees, if licensed licensees and their owners of Cookie System Facilities could were permitted to engage in, hold interests in or perform services for a Competitive Business (defined below)Business. You also acknowledge that, except as provided Licensee further acknowledges and agrees that the restrictions contained in Appendix B to this Agreement, we have granted Section will not hinder its activities or the License to you activities of its Principal Owners under this Agreement or in consideration of and reliance upon your agreement to deal exclusively with usgeneral. You Licensee therefore agree agrees that, during the term of this Agreement and except as provided in Appendix BLicense Term, neither you Licensee nor any Principal Owner of your owners (nor any of your Licensee, shall directly or your owners' spouses or children) willindirectly: (1) a. have any direct or indirect controlling interest as a disclosed or beneficial owner in any Competitive Business (this restriction shall not be applicable to (i) the ownership of shares of a Competitive Businessclass of securities listed on a stock exchange or traded on the over-the-counter market that represent less than three percent (3%) of the number of shares of that class of securities issued and outstanding, wherever located or operating; (2ii) have any direct or indirect interest as a disclosed or beneficial owner the ownership of shares in a Competitive Business located acquired by Licensee pursuant to Section 2.E of this Agreement, or operating within eight (8) miles iii) the ownership by Licensee's or by Principal Owner's of the FACILITYshares in ITC as of date of this Agreement; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4) b. perform services as a director, officer, manager, employee, consultant, representative representative, agent, or agent otherwise for a any Competitive Business, wherever located ; or c. employ or operating; (5) recruit or hire seek to employ any person who is our employee employed by COMPANY, its Affiliates or the employee by any other Licensee of COMPANY, nor induce nor attempt to induce any Cookie System Facility such person to leave said employment without obtaining the prior written permission consent of that such person's employer; (6) divert . COMPANY agrees that, during the License Term, COMPANY shall not directly or indirectly employ or seek to employ any person who is employed by Licensee or its Affiliates, nor induce nor attempt to divert induce any actual or potential business or customer such person to leave said employment without the prior written consent of the FACILITY to another business; or (7) Licensee. Furthermore, Licensee agrees that it will not engage in any other activity which may injure the goodwill of the Marks and System. The term "Competitive Business" as used in this Agreement means any business marketing, selling, promoting, distributing or giving away baked-goods, frozen desserts or other sweet snack products at wholesale activity, directly or retail or granting franchises or licenses to others to operate that type of business (indirectly, other than a Cookie System Facility operated under a license agreement with us or under any license agreement or franchise agreement with our affiliates). Nothing in this section shall apply to or prohibit your ownership interests in us or our affiliatesthe marketing and sale of Products.