FRANCHISE

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Confidentiality Agreement


To: Columbus Coffee (The Company), and their professional advisors.

From: (The Applicant)


1. The Applicant warrants that it is their intent, subject to satisfactory due diligence, to enter into a

Franchise agreement to operate a Columbus Coffee Shop.


2. In consideration of the Company and its professional advisors disclosing to the undersigned

(the Applicant) certain confidential information, programmes, systems, methods, techniques

and processes that are generally not known to the public pertaining to the establishment,

promotion, marketing, operation and management of a Columbus Coffee Shop and the

systems of the company including but not limited to the information contained in the profit

projections, Franchise Agreement and the Manuals (all such information and documentation

collectively referred to as the "Proprietary Information") for the purpose of enabling the

Applicant to determine whether they wish to become a Franchisee under the Company's

Franchised Operator programme, the Applicant agrees to the Company and its professional

advisors to take any and all steps necessary to preserve and protect the Proprietary

Information from publication, communication or any other unauthorised disclosure.


3. The Applicant agrees that the Applicant shall not disclose any of the Proprietary Information,

use it in any way, or assist any other person or entity including any employee or officer of the

Applicant to use it either during the term of negotiations or at any time thereafter. In the event

of any employee reasonably requiring to have access to the Proprietary Information thenthe

Applicant shall first obtain the approval of the Company and if such approval is forthcoming

shall arrange for such employees to sign a written and binding confidentiality undertaking

comparable in scope and duration to this covenant and undertaking.


4. At any time upon the request of the Company or its professional advisors the Applicant

shall return to the Company the Proprietary Information disclosed to it and shall not keep

any copies.


5. The Applicant will obtain any proprietary rights of any kind to the proprietary information

disclosed to them.


6. The Applicant acknowledge that the Proprietary Information is of commercial value to the

Company and undertake not to use any of the Proprietary Information in any way that would be

harmful to the best interests of the Company.


7. The Applicant acknowledges that the Company will provide consultation and advice concerning

site selection, location, suitability and acquisition of the Premises. The Applicant acknowledges

that any sites introduced to the Applicant by the Company, or by the Applicant to the Company,

will become if not already, Proprietary Information of the Company. As such the Applicant

therefore agrees to the Company and its professional advisors, that should they not pursue a

Columbus Coffee franchise at any of the sites introduced by either party, that the Applicant will

not approach or solicit those sites or landlords for any reason.


8. The Applicant agrees that any such information relating in any way to the business of the

Company or potential sites, shall be kept strictly confidential and shall not be released in

written or verbal form to any third party, or used in the course of any other business other than

that of the Company. The Applicant acknowledges that they will be liable for any costs incurred

by the Company and any losses incurred as a result of the Applicant or agent of the Applicant

breaching this clause.


9. The parties acknowledge that upon violation of any of these covenants, it will be difficult to

determine the resulting damage to the Company or it's professional advisors and, in addition

to any other remedies it may have, the Company or it's professional advisors shall be entitled

to make application in a Court of competent jurisdiction for temporary or permanent injunctive

relief without the necessity of proving actual damages.