Popeyes System means the entire Popeyes restaurant system that PLK operates and/or licenses or contracts with others to operate now or in the future, as the same may evolve over time. PORTIONS OF THIS AGREEMENT MARKED BY "***" HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Diversified hereby agrees not to grant any third party the right to use any Popeyes Formula without the express written consent of AFC, such consent to be in AFCs sole discretion, except that Diversified may grant such rights without AFCs consent for the purpose of enabling a third party to manufacture or process Core Products (such as rights granted to a co-packer or a further processor) for use in the Popeyes System.
AFC and Diversified agree that for the period of time commencing on the Effective Date of this Agreement and continuing through December 31, 2010, AFC shall purchase, and shall require its Franchisees and Distributors to purchase, and Diversified shall continue to fill all orders made by AFC, the Franchisees, and/or the Distributor(s), for any products currently supplied by Diversified to the Popeyes System in both Domestic Markets and International Markets.
PLK and Diversified acknowledge that Diversified currently supplies barbeque sauce (Item No. 8R3306), and cocktail sauce (Item No. 8R3307) (collectively the "Sauces") to the Popeyes System.
In the event Diversified needs but is unable on a temporary basis to immediately license the Popeyes Formula to a third party who is able to manufacture the Core Products at issue in sufficient quantity and quality so as not to cause a disruption in supply to the Popeyes System, then AFC, the Distributor(s), or the Franchisees may begin purchasing products substantially similar to the Core Products at issue from third parties.
Notwithstanding the foregoing, for the full term of this Agreement, AFC shall exercise good faith in its development of any new products and agrees not to develop or sell or permit the Franchisees to sell any new products for the purpose of intentionally depleting the volume of Core Products sold by Diversified to the Popeyes System pursuant to this Agreement.