Non-Disclosure and Non-Competition Agreement

This NON-DISCLOSURE AND NON-COMPETITION AGREEMENT is made and entered into by and between Candy Bouquet International, Inc., an Arkansas corporation (the "Franchisor") and YOU, an employee, engagee or anyone who has access to CBI trade secrets or Franchisee (the "Franchisee") to be effective from the date the application for a franchise is sent.

W-I-T-N-E-S-S-T-H

WHEREAS, Franchisor offers certain franchises for the establishment and operation of Candy Bouquet retail stores,which specialize in a unique system of florally arranged candy on stems to emulate flowers (the Franchise").

WHEREAS, Franchisee understands that Franchisor has developed over time and at great expense certain information and methods of doing business including, but not limited to, methods of selection, equipment, manuals, service and assembly methods and skills which are not generally known in the industry (the "Trade Secrets"); and

WHEREAS, Franchisee desires to be a franchisee of the Franchisor or is employed by Franchise System or anyone who has access to CBI Trade Secrets and acknowledges that information disclosed will provide a competitive advantage to Franchisee and will be valuable in the development of Franchisee's Franchise; and

WHEREAS, Franchior desires to protect its Trade Secrets and therefore requires each of its Franchisees to execute a non-disclosure and non-competition agreement; and

WHEREAS, the parties desire to enter this Agreement.

In consideration of the premises, and other good and valuable consideration, the parties intending to be legally bound, agree as follows:

  1. Trade Secrets.
    1. Non-disclosure. Franchisee agrees that during the term of this Agreement, and after termination of this Agreement, Franchisee will not communicate or divulge to anyone, any information or knowledge concerning the Trade Secrets or other information or material that Franchisor designates as confidential. Franchisee will not reveal or divulge in whole or in part any of the Trade Secrets, including operating procedures, unless such information is generally known and in the public domain, and except to the extent necessary to operate the Franchise.Franchisee shall not, at any time, copy, duplicate, record or otherwise reproduce any of the Trade Secrets or other confidential information, in whole or in art, or otherwise make it available to any third party unless specifically authorized by the Franchisor.
    2. Return of Materials. Upon termination with Franchisee, the Franchisee shall return to the Franchisor all Trade Secrets and other confidential information or equipment in the possession of or under the control of Franchisee.
    3. Protection of Trade Secrets. Franchisee agrees to exercise the highest degree of diligence and make every effort to maintain the absolute confidentiality of all Trade Secrets and other confidential information during and after the term of the Franchise Agreement. All of Franchisee's employees or other persons who have access to the Trade Secret or other confidential information of Franchisor must be instructed to protect all Trade Secrets to the highest degree of diligence.
  2. Non-Competition.
    1. During the term of the Franchise Agreement. Franchisee acknowledges that it is an unfair method of competition to use or copy Franchisor's system, including its Trade Secrets. Franchisee further acknowledges the importance of devoting substantial time and energy to operating the Franchise.

      Franchisee therefore agrees that during the term of its Franchise or association with Candy Bouquet, it will not work for, or have any type of direct or indirect ownership or other interest in any business similar to the Franchise business, except as a franchisee of Franchisor.
    2. Non-competition After Termination. If Franchisee's Franchise or work with Candy Bouquet expires, Franchisee will not own, employee, be employed by, or have a direct or indirect interest in any business similar to the Franchise business within Franchisee's Exclusive Territory, or as defined in Franchise Agreement, or within 25 miles of any Candy Bouquet store (except for other Candy Bouquet stores owned by Franchisee or its owners). Franchisee agrees not to directly or indirectly for itself, or others, attempt to divert, any customers from the Franchise business. The term of these restrictions will be for three (3) years after termination or expiration of the Franchise. In no event will Franchisee use Franchisor's system, Franchisor's name or any trademarks following termination or expiration of the Franchise.
  3. Injunction.

    Franchisee acknowledges that in the event of a breach of any part of this Agreement, Franchisor will be irreparably injured and without an adequate remedy at law. In such event, Franchisor will therefore be entitled to a temporary, preliminary and/or permanent injunction without the need to show actual or threatened harm or to post a bond or other security. This remedy shall be in addition to any other remedies Franchisor may have under this Agreement or under the Franchise Agreement, at law or in equity, including the right to terminate the Franchise agreement.
  4. Governing Law: Venue and Jurisdiction.

    This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas without reference to its conflicts of law principles.

    Venue and jurisdiction of all actions relating to the performance, interpretation or enforcement of this Agreement may be brought only in the courts of the State of Arkansas located in Pulaski County or in the United States District Court for the eastern District of Arkansas - Western Division. The parties consent to personal jurisdiction in the courts described in this Section for the purposes of all actions, and waives all objections to venue and the right to assert that a court chosen under this Section is improper based on the doctrine of forum non-convenience.
  5. Attorney's Fees and Expenses.

    If litigation is brought concerning this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party, and the non-prevailing party shall upon final judgment and the expiration of all appeals immediately pay upon demand all reasonable attorney's fees and expenses of the prevailing party.
  6. Owners of Franchise.

    If Franchisee is a corporation, limited liability company or partnership, Franchisee's owners, by signing below, adopt and agree to be bound by all of the terms and conditions of this Agreement to the same extent as the Franchisee.
  7. Severability.

    If any one or more of the provisions of this Agreement is held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision which comes closest to the intent of the parties.
  8. Binding Effect.

    This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective heirs, personal representatives, executors, legal representatives, successors and permitted assigns.