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.