Common use of Covenant Not to Disclose Clause in Contracts

Covenant Not to Disclose. PLKI and Hope recognize that, during the course of Employee’s previous employment with PLKI, PLKI has disclosed and will continue under this Agreement to disclose to Hope Proprietary Information concerning PLKI and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI and the Affiliates. PLKI and Hope further acknowledge that PLKI has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope of such assets to the public shall cause irreparable harm, damage and loss to PLKI and the Affiliates. Accordingly, Hope acknowledges and agrees that, except as may be required by law: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI (or the applicable Affiliate) upon request of PLKI (or the Affiliate), or expiration or termination of this Agreement; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKI. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, through the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, trade secret, and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s possession, free of any obligation of confidence, prior to his receipt from PLKI or its Affiliate, (ii) Hope establishes the Proprietary Information is 44 already in the public domain at the time PLKI or the Affiliate communicates it to Hope, or becomes available to the public through no breach of this Agreement by Hope, or (iii) Hope establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, during the course of Employee’s previous employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his her possession or under his her control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee’s employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, through the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, trade secret, and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s possession, free of any obligation of confidence, prior to his receipt from PLKI or its Affiliate, (ii) Hope establishes the Proprietary Information is 44 already in the public domain at the time PLKI or the Affiliate communicates it to Hope, or becomes available to the public through no breach of this Agreement by Hope, or (iii) Hope establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, ------------------------- during the course of Employee’s previous 's employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement;; Employee's Initials: GJW -------------------- (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee's employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (ax) as to Trade Secrets, indefinitely, and (by) as to Confidential Information, through for a period of two (2) years after the Restricted Periodexpiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret, secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s Employee's possession, free of any obligation of confidence, prior to his receipt from PLKI the Company or its Affiliate, (ii) Hope Employee establishes the Proprietary Information is 44 already in the public domain at the time PLKI the Company or the Affiliate communicates it to HopeEmployee, or becomes available to the public through no breach of this Agreement by HopeEmployee, or (iii) Hope Employee establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, during the course of Employee’s previous employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the his obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee’s employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, through the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, trade secret, and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s possession, free of any obligation of confidence, prior to his receipt from PLKI or its Affiliate, (ii) Hope establishes the Proprietary Information is 44 already in the public domain at the time PLKI or the Affiliate communicates it to Hope, or becomes available to the public through no breach of this Agreement by Hope, or (iii) Hope establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, during the course of Employee’s previous 's employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the his obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee's employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 12.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (ax) as to Trade Secrets, indefinitely, and (by) as to Confidential Information, through for a period of two (2) years after the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, trade secret, and confidential information laws. The obligations set forth in this Section 10.02 shall not apply expiration or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s possession, free of any obligation of confidence, prior to his receipt from PLKI or its Affiliate, (ii) Hope establishes the Proprietary Information is 44 already in the public domain at the time PLKI or the Affiliate communicates it to Hope, or becomes available to the public through no breach termination of this Agreement by Hope, or (iii) Hope establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidentialfor any reason.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, during the course of Employee’s previous employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, Employee’s Initials: 10 damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by law: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his her possession or under his her control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee’s employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, through for a period of two (2) years after the Restricted Periodexpiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret, secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in HopeEmployee’s possession, free of any obligation of confidence, prior to his her receipt from PLKI the Company or its Affiliate, (ii) Hope Employee establishes the Proprietary Information is 44 already in the public domain at the time PLKI the Company or the Affiliate communicates it to HopeEmployee, or becomes available to the public through no breach of this Agreement by HopeEmployee, or (iii) Hope Employee establishes that he she received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, during the course of Employee’s previous 's employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee's employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Employee's Initials: 7 --------------- Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, through for a period of two (2) years after the Restricted Periodexpiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret, secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s Employee's possession, free of any obligation of confidence, prior to his receipt from PLKI the Company or its Affiliate, (ii) Hope Employee establishes the Proprietary Information is 44 already in the public domain at the time PLKI the Company or the Affiliate communicates it to HopeEmployee, or becomes available to the public through no breach of this Agreement by HopeEmployee, or (iii) Hope Employee establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize ------------------------ that, during the course of Employee’s previous 's employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement;; Employee's Initials: HGM -------------------- (c) to return the Proprietary Information, and any copies thereof, in his her possession or under his her control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee's employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (ax) as to Trade Secrets, indefinitely, and (by) as to Confidential Information, through for a period of two (2) years after the Restricted Periodexpiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret, secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s Employee's possession, free of any obligation of confidence, prior to his her receipt from PLKI the Company or its Affiliate, (ii) Hope Employee establishes the Proprietary Information is 44 already in the public domain at the time PLKI the Company or the Affiliate communicates it to HopeEmployee, or becomes available to the public through no breach of this Agreement by HopeEmployee, or (iii) Hope Employee establishes that he she received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, during the course of Employee’s previous 's employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee's employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (ax) as to Trade Secrets, indefinitely, and (by) as to Confidential Information, through for a period of two (2) years after the Restricted Periodexpiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret, secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s Employee's possession, free of any obligation of confidence, prior to his receipt from PLKI the Company or its Affiliate, (ii) Hope Employee establishes the Proprietary Information is 44 already in the public domain at the time PLKI the Company or the Affiliate communicates it to HopeEmployee, or becomes available to the public through no breach of this Agreement by HopeEmployee, or (iii) Hope Employee establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, during the course of Employee’s previous 's employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee's employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 26.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, through the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, trade secret, and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s possession, free of any obligation of confidence, prior to his receipt from PLKI or its Affiliate, (ii) Hope establishes the Proprietary Information is 44 already in the public domain at the time PLKI or the Affiliate communicates it to Hope, or becomes available to the public through no breach of this Agreement by Hope, or (iii) Hope establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee ------------------------ recognize that, during the course of Employee’s previous 's employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee's employment hereunder for any reason; andand Employee's Initials: 9 JL ------------------- (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (ax) as to Trade Secrets, indefinitely, and (by) as to Confidential Information, through for a period of two (2) years after the Restricted Periodexpiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret, secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s Employee's possession, free of any obligation of confidence, prior to his receipt from PLKI the Company or its Affiliate, (ii) Hope Employee establishes the Proprietary Information is 44 already in the public domain at the time PLKI the Company or the Affiliate communicates it to HopeEmployee, or becomes available to the public through no breach of this Agreement by HopeEmployee, or (iii) Hope Employee establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

Covenant Not to Disclose. PLKI The Company and Hope Employee recognize that, during the course of Employee’s previous 's employment with PLKIthe Company, PLKI the Company has disclosed and will continue under this Agreement to disclose to Hope Employee Proprietary Information concerning PLKI the Company and the Affiliates, their products, their franchisees, their services and other matters concerning their Businesses, all of which constitute valuable assets of PLKI the Company and the Affiliates. PLKI The Company and Hope Employee further acknowledge that PLKI the Company has, and will, invest considerable amounts of time, effort and corporate resources in developing such valuable assets and that disclosure by Hope Employee of such assets to the public shall cause irreparable harm, damage and loss to PLKI the Company and the Affiliates. Accordingly, Hope Employee acknowledges and agrees that, except as may be required by lawagrees: (a) that the Proprietary Information is and shall remain the exclusive property of PLKI the Company (or the applicable Affiliate); (b) to use the Proprietary Information exclusively for the purpose of fulfilling the obligations under this Agreement;; Employee's Initials: ------------------- 8 (c) to return the Proprietary Information, and any copies thereof, in his possession or under his control, to PLKI the Company (or the applicable Affiliate) upon request of PLKI the Company (or the Affiliate), or expiration or termination of this AgreementEmployee's employment hereunder for any reason; and (d) to hold the Proprietary Information in confidence and not copy, publish or disclose to others or allow any other party to copy, publish or disclose to others in any form, any Proprietary Information without the prior written approval of an authorized representative of PLKIthe Company. The obligations and restrictions set forth in this Section 10.02 shall survive the expiration or termination of this Agreement, for any reason, and shall remain in full force and effect as follows: (a) as to Trade Secrets, indefinitely, and (b) as to Confidential Information, through for a period of two (2) years after the Restricted Periodexpiration or termination of this Agreement for any reason. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other corporate rights, including those provided under copyright, corporate officer or director fiduciary duties, and trade secret, secret and confidential information laws. The obligations set forth in this Section 10.02 shall not apply or shall terminate with respect to any particular portion of the Proprietary Information which (i) was in Hope’s Employee's possession, free of any obligation of confidence, prior to his receipt from PLKI the Company or its Affiliate, (ii) Hope Employee establishes the Proprietary Information is 44 already in the public domain at the time PLKI the Company or the Affiliate communicates it to HopeEmployee, or becomes available to the public through no breach of this Agreement by HopeEmployee, or (iii) Hope Employee establishes that he received the Proprietary Information independently and in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.