Common use of COVENANTS OF FRANCHISEE Clause in Contracts

COVENANTS OF FRANCHISEE. During the term of this Agreement and for a period of two years thereafter, except as otherwise expressly set forth below, Franchisee covenants and agrees as follows: The Franchisee shall not perform directly or indirectly any act injurious or prejudicial to the goodwill associated with Franchisor’s Trademarks, and Franchisee shall undertake reasonable acts to prevent harm or damage to the goodwill associated with the Trademarks. The Franchisee shall not, either directly or indirectly, on its own behalf or in the service or on behalf of others, actively solicit, divert or purposely hire away, or attempt to actively solicit, divert or purposely hire away, to any competing business of Xxxxx, any person employed by Franchisor or another franchisee, whether or not such employee is a full-time employee or a temporary employee of Franchisor or other franchisee. The Franchisee agrees that all sales, marketing and promotional information and other Confidential Information with respect to Franchisor, the Franchised Business, and the employees, customers and suppliers of Franchisor, whether assembled and compiled by Franchisee or produced and provided by Franchisor, and the physical embodiments of such information, are, shall be and shall remain the property of Franchisor. Upon termination of this Agreement for any reason, Franchisee shall execute and deliver to Franchisor, in a form satisfactory to Franchisor, Non-Disclosure, Non-Interference and Non-Competition Agreements. The covenants and agreements contained in this section are the essence of this Agreement, and such covenants and agreements are reasonable and necessary to protect and preserve the interests and properties of Franchisor for the benefit of Franchisor and its franchisees. Franchisee acknowledges that irreparable loss and damage will be suffered by Franchisor should Franchisee breach any of these covenants and agreements and each of these covenants and agreements is separate, distinct and severable, not only from the other covenants and agreements, but also from the other and remaining provisions of this Agreement. Franchisee further acknowledges that the unenforceability of any covenant or agreement shall not affect the validity or enforceability of any other covenant or agreement or any other provision of this Agreement. In addition to all other remedies available to it, Franchisor shall be entitled to both temporary and permanent injunctive relief to prevent a breach or contemplated breach by Franchisee of any of the covenants or agreements. Any breach of any of the foregoing covenants and agreements shall be deemed a material breach of this Agreement. The existence of any claim, demand, action or cause of action by Franchisee against Franchisor, or any parent, subsidiary or affiliate of Franchisor, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by Franchisor to pursue any of its rights under this Agreement arising from a material default of this Agreement by the Franchisee.

COVENANTS OF FRANCHISEE. During the term of this Agreement and for a period of two years thereafter, except as otherwise expressly set forth below, Franchisee covenants and agrees as follows: The Franchisee shall not perform directly or indirectly any act injurious or prejudicial to the goodwill associated with Franchisor’s Trademarks, and Franchisee shall undertake reasonable acts to prevent harm or damage to the goodwill associated with the Trademarks. The Franchisee shall not, either directly or indirectly, on its own behalf or in the service or on behalf of others, actively solicit, divert or purposely hire away, or attempt to actively solicit, divert or purposely hire away, to any competing business of XxxxxKenon, any person xxxxxn employed by Franchisor or another franchisee, whether or not such employee is a full-time employee or a temporary employee of Franchisor or other franchisee. The Franchisee agrees that all sales, marketing and promotional information and other Confidential Information with respect to Franchisor, the Franchised Business, and the employees, customers and suppliers of Franchisor, whether assembled and compiled by Franchisee or produced and provided by Franchisor, and the physical embodiments of such information, are, shall be and shall remain the property of Franchisor. Upon termination of this Agreement for any reason, Franchisee shall execute and deliver to Franchisor, in a form satisfactory to Franchisor, Non-Disclosure, Non-Interference and Non-Competition Agreements. The covenants and agreements contained in this section are the essence of this Agreement, and such covenants and agreements are reasonable and necessary to protect and preserve the interests and properties of Franchisor for the benefit of Franchisor and its franchisees. Franchisee acknowledges that irreparable loss and damage will be suffered by Franchisor should Franchisee breach any of these covenants and agreements and each of these covenants and agreements is separate, distinct and severable, not only from the other covenants and agreements, but also from the other and remaining provisions of this Agreement. Franchisee further acknowledges that the unenforceability of any covenant or agreement shall not affect the validity or enforceability of any other covenant or agreement or any other provision of this Agreement. In addition to all other remedies available to it, Franchisor shall be entitled to both temporary and permanent injunctive relief to prevent a breach or contemplated breach by Franchisee of any of the covenants or agreements. Any breach of any of the foregoing covenants and agreements shall be deemed a material breach of this Agreement. The existence of any claim, demand, action or cause of action by Franchisee against Franchisor, or any parent, subsidiary or affiliate of Franchisor, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by Franchisor to pursue any of its rights under this Agreement arising from a material default of this Agreement by the Franchisee.

COVENANTS OF FRANCHISEE. During the term of this Agreement and for a period of two years thereafter, except as otherwise expressly set forth below, Franchisee covenants and agrees as follows: The Franchisee shall not perform directly or indirectly any act injurious or prejudicial to the goodwill associated with Franchisor’s Trademarks, and Franchisee shall undertake reasonable acts to prevent harm or damage to the goodwill associated with the Trademarks. The Franchisee shall not, either directly or indirectly, on its own behalf or in the service or on behalf of others, actively solicit, divert or purposely hire away, or attempt to actively solicit, divert or purposely hire away, to any competing business of Xxxxx, any person employed by Franchisor or another franchisee, whether or not such employee is a full-time employee or a temporary employee of Franchisor or other franchisee. The Franchisee agrees that all sales, marketing and promotional information and other Confidential Information with respect to Franchisor, the Franchised Business, and the employees, customers and suppliers of Franchisor, whether assembled and compiled by Franchisee or produced and provided by Franchisor, and the physical embodiments of such information, are, shall be and shall remain the property of Franchisor. Upon termination of this Agreement for any reason, Franchisee shall execute and deliver to Franchisor, in a form satisfactory to Franchisor, Non-Disclosure, Non-Interference and Non-Competition Agreements. The covenants and agreements contained in this section are the essence of this Agreement, and such covenants and agreements are reasonable and necessary to protect and preserve the interests and properties of Franchisor for the benefit of Franchisor and its franchisees. Franchisee acknowledges that irreparable loss and damage will be suffered by Franchisor should Franchisee breach any of these covenants and agreements and each of these covenants and agreements is separate, distinct and severable, not only from the other covenants and agreements, but also from the other and remaining provisions of this Agreement. Franchisee further acknowledges that the unenforceability of any covenant or agreement shall not affect the validity or enforceability of any other covenant or agreement or any other provision of this Agreement. In addition to all other remedies available to it, Franchisor shall be entitled to both temporary and permanent injunctive relief to prevent a breach or contemplated breach by Franchisee of any of the covenants or agreements. Any breach of any of the foregoing covenants and agreements shall be deemed a material breach of this Agreement. The existence of any claim, demand, action or cause of action by Franchisee against Franchisor, or any parent, subsidiary or affiliate of Franchisor, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by Franchisor to pursue any of its rights under this Agreement arising from a material default of this Agreement by the Franchisee.. TERMINATION Automatic Termination. Franchisee shall be deemed to be in default under this Agreement, and all rights granted by this Agreement shall automatically terminate without notice to Franchisee if: Franchisee becomes insolvent, assigns for the benefit of creditor, file petition in bankruptcy under governed laws; Execution is levied against Franchisee’s business or property by governmental authorities. Franchisee causes legal proceeding that threaten or damage the goodwill of the Franchise or Franchisor’s interest