Common use of Exclusive Relationship Clause in Contracts

Exclusive Relationship. The Franchisor is entering into this Agreement with the Marketer on the condition that the Marketer will deal exclusively with the Franchisor. The Marketer acknowledges and agrees that the Franchisor would be unable to protect its Confidential Information and would be unable to encourage a free exchange of ideas and information among area marketers and the Franchisor if area marketers were permitted to hold interests in any Competitive Business, as defined below. The Marketer therefore agrees that, during the term hereof, neither the Marketer, the Marketer's officers, directors, shareholders, members, managers, partners or equivalents who participate in the management of the Marketer, nor the Marketer's spouse or Principal Owner, if applicable, shall: a. have any direct or indirect interest as a disclosed or beneficial owner in a "Competitive Business," which shall be defined as a business operating or granting franchises or licenses to others to operate, a packaging, crating, freight forwarding and/or mailing business or any similar business deriving more than 10% of its gross receipts (excluding PAK MAIL Centers operated under Franchise Agreements with the Franchisor) from the sale of packaging and mailing products or services; b. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business; c. perform services as a director, officer, manager, employee, consultant, representative, agent or the equivalent for a Competitive Business; or d. divert or attempt to divert any business related to, or any customer or account of, the Marketer's Business, the Franchisor's business or any other PAK MAIL area marketer's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of the Franchisor or another area marketer or Franchisee licensed by the Franchisor, to any Competitive Business by any direct inducement or otherwise. Notwithstanding the foregoing, the Marketer shall not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 2% or less of that class of securities issued and outstanding.

Exclusive Relationship. The Franchisor is entering into this Agreement with the Marketer on the condition that the Marketer will deal exclusively with the Franchisor. The Marketer acknowledges and agrees that the Franchisor would be unable to protect its Confidential Information and would be unable to encourage a free exchange of ideas and information among area marketers and the Franchisor if area marketers were permitted to hold interests in any Competitive Business, as defined below. The Marketer therefore agrees that, during the term hereof, neither the Marketer, the Marketer's officers, directors, shareholders, members, managers, partners or and equivalents who participate in the management of the Marketer, nor the Marketer's spouse or Principal Ownerspouse, and, if applicable, the Principal Owner, shall: a. have any direct or indirect interest as a disclosed or beneficial owner in a "Competitive Business," which shall be defined as a business operating or granting franchises or licenses to others to operate, a packaging, crating, freight forwarding and/or mailing business or any similar business deriving more than 10% of its gross receipts (excluding PAK MAIL Centers operated under Franchise Agreements franchise agreements with the Franchisor) from the sale of packaging and mailing products or services; b. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business; c. perform services as a director, officer, manager, employee, consultant, representative, agent or the equivalent for a Competitive Business; or d. divert or attempt to divert any business related to, or any customer or account of, the Marketer's Marketer Business, the Franchisor's business or any other PAK MAIL area marketer's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of the Franchisor or another area marketer or Franchisee licensed by the Franchisor, Franchisor to any Competitive Business by any direct inducement or otherwise. Notwithstanding the foregoing, the Marketer shall not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 2% or less of that class of securities issued and outstanding.

Exclusive Relationship. The Franchisor is entering into this Agreement with the Marketer on the condition that the Marketer will deal exclusively with the Franchisor. The Marketer Developer acknowledges and agrees that the Franchisor would be unable to protect its the Confidential Information against unauthorized use or disclosure, and would be unable to encourage a free exchange of ideas and information among area marketers franchisees and the Franchisor developers of UFood Outlets, if area marketers franchisees, developers and their Owners (and members of their respective Immediate Families) were permitted to engage in, hold interests in any or perform services for Competitive BusinessBusinesses. Developer further acknowledges and agrees that the restrictions contained in this Section 8 will not hinder its activities or the activities of its Owners (or members of their respective Immediate Families) under this Agreement or in general. Franchisor has entered into this Agreement with Developer on the express condition that, with respect to restaurants featuring food items and/or beverages that are marketed as defined belowlow-fat, low-carbohydrate or low-calorie and retail businesses featuring the sale of nutritional products or similar businesses, Developer and its owners and members of their respective Immediate Families will deal exclusively with Franchisor. The Marketer Developer therefore agrees that, during the term hereofof this Agreement, neither the MarketerDeveloper nor any Owner of Developer, the Marketer's officers, directors, shareholders, members, managers, partners or equivalents who participate in the management nor any member of the MarketerImmediate Family of Developer or of any Owner of Developer, nor the Marketer's spouse shall directly or Principal Owner, if applicable, shallindirectly: a. (a) have any direct controlling or indirect non-controlling interest as a disclosed record or beneficial owner in a "any Competitive Business," which , wherever located or operating, provided that this restriction shall be defined as not apply to the ownership of shares of a business operating class of securities listed on a stock exchange or granting franchises or licenses to others to operate, traded on the over the counter market and quoted on a packaging, crating, freight forwarding and/or mailing business or any similar business deriving more national inter dealer quotation system that represent less than 10% one-half percent (0.5%) of its gross receipts (excluding PAK MAIL Centers operated under Franchise Agreements with the Franchisor) from the sale number of packaging shares of that class of securities issued and mailing products or servicesoutstanding; b. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business; c. (b) perform services as a director, officer, manager, employee, consultant, representative, agent agent, or the equivalent otherwise for a any Competitive Business; or, wherever located or operating; d. (c) directly or indirectly loan any money or other thing of value to, guarantee any loan to, lease any personal or real property to, or permit the use of its name in connection with, any Competitive Business or any owner, director, officer, manager, employee or agent of any Competitive Business, wherever located or operating; (d) divert or attempt to divert any actual or potential business related to, or customers of any customer or account of, the Marketer's Business, the Franchisor's business Developer Outlet or any other PAK MAIL area marketer's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of the Franchisor or another area marketer or Franchisee licensed by the Franchisor, UFood Outlets to any Competitive Business Business; or (e) employ or seek to employ any individual who is employed by Franchisor, its Affiliate or any direct inducement other developer or otherwisefranchisee of a UFood Outlet, or otherwise directly or indirectly induce any such individual to leave said employment, without the prior written consent of such individual's employer. Notwithstanding Furthermore, if Developer is a corporation, limited liability company, partnership or other business entity, it will not engage in any business or other activity, directly or indirectly, other than the foregoingdevelopment and operation of Developer Outlets developed and operated pursuant to Franchise Agreements with Franchisor. Developer acknowledges and agrees that the failure of any Person restricted pursuant to this Section 8 to comply with the restrictions of this Section 8 (regardless of whether that Person actually has executed this Agreement, the Marketer a Guarantee or a Confidentiality and Non Competition Agreement) shall not be prohibited from owning securities in constitute a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 2% or less breach of that class of securities issued and outstandingthis Agreement by Developer.

Exclusive Relationship. The Franchisor is entering We have entered into this Agreement with the Marketer you on the condition that your other activities and/or those of your affiliates, if any, will not in any way interfere with your obligations and duties under this Agreement. Accordingly, you will not advise, assist, counsel, represent or perform any services in any way whatsoever, directly or indirectly, associated with or in connection with any other person or entity which directly or indirectly is in the Marketer will deal exclusively with the Franchisorbusiness of owning, operating, counseling or offering franchises for a Competitive Business. The Marketer acknowledges and agrees You understand that the Franchisor we would be unable to protect its our Confidential Information and would be unable to encourage a free exchange of ideas and information among area marketers Franchise Owners, our affiliates and the Franchisor us if area marketers Franchise Owners were permitted to hold interests in any Competitive Business, as defined below. The Marketer therefore agrees thatAccordingly, during the term hereofTerm, neither the Marketer, the Marketer's officers, directors, shareholders, members, managers, partners or equivalents who participate in the management of the Marketeryou, nor the Marketer's spouse your shareholders or Principal Owner, if applicable, shallpartners nor any member of your or their immediate families will: a. have (i) Engage in a Competitive Business or perform services for a Competitive Business directly or indirectly, as a: director; disclosed or beneficial owner; proprietor; officer; manager; employee; consultant; Area Representative; agent; independent contractor; or otherwise, except under this Agreement or a Franchise Agreement with us or our associates. (ii) Have any direct or indirect interest interest, as a disclosed or beneficial owner owner, in a "Competitive Business," Business or any entity which shall be defined as a business operating is awarded or granting is awarding franchises or licenses to others to operateoperate any Competitive Business, a packaging, crating, freight forwarding and/or mailing business or any similar business deriving more than 10% of its gross receipts (excluding PAK MAIL Centers operated except EVOS® Restaurants under Franchise Agreements with us or as an Area Representative under an Area Representative Agreement with us. (iii) Recruit or hire any employee of ours, our associates, any EVOS® Restaurant or of another Area Representative without our prior written consent and/or that of the Franchisorother employer; or (iv) from the sale Directly or indirectly, on behalf of packaging and mailing products yourself or services; b. have any direct other person, or indirect controlling interest as a an employee, proprietor, disclosed or beneficial owner in a Competitive Business; c. perform services as a director, officer, manager, employeeowner, consultant, representativeagent, agent contractor, employer, affiliate, partner officer, director or associate or stockholder of any other person or entity, or in any other capacity, solicit, divert, take away, or interfere with any of the equivalent for a Competitive Business; or d. divert business, customers, clients, contractors, trade or attempt to divert patronage of ours, our associates or any business related EVOS® Restaurant as such may exist prior to, after or any customer or account ofthroughout the term of this Agreement, the Marketer's Business, the Franchisor's business or any other PAK MAIL area marketer's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of the Franchisor or another area marketer or Franchisee licensed by the Franchisor, to any Competitive Business by any direct inducement or otherwise. Notwithstanding the foregoing, the Marketer shall not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 2% or less of that class of securities issued and outstandingexcept with our prior written consent.

Exclusive Relationship. The Franchisor is entering into this Agreement with the Marketer on the condition that the Marketer will deal exclusively with the Franchisor. The Marketer Licensee acknowledges and agrees that the Franchisor COMPANY would be unable to protect its the Confidential Information against unauthorized use or disclosure and would be unable to encourage a free exchange of ideas and information among area marketers COMPANY and the Franchisor its licensees, if area marketers licensees and their owners were permitted to engage in, hold interests in any or perform services for a Competitive Business, as defined below. The Marketer Licensee further acknowledges and agrees that the restrictions contained in this Section will not hinder its activities or the activities of its Principal Owners under this Agreement or in general. Licensee therefore agrees that, during the term hereofLicense Term, neither the MarketerLicensee nor any Principal Owner of Licensee, the Marketer's officers, directors, shareholders, members, managers, partners shall directly or equivalents who participate in the management of the Marketer, nor the Marketer's spouse or Principal Owner, if applicable, shallindirectly: a. have any direct or indirect interest as a disclosed or beneficial owner in any Competitive Business (this restriction shall not be applicable to (i) the ownership of shares of a "class of securities listed on a stock exchange or traded on the over-the-counter market that represent less than three percent (3%) of the number of shares of that class of securities issued and outstanding, (ii) the ownership of shares in a Competitive Business," which shall be defined Business acquired by Licensee pursuant to Section 2.E of this Agreement, or (iii) the ownership by Licensee's or by Principal Owner's of shares in ITC as a business operating or granting franchises or licenses to others to operate, a packaging, crating, freight forwarding and/or mailing business or any similar business deriving more than 10% of its gross receipts (excluding PAK MAIL Centers operated under Franchise Agreements with the Franchisor) from the sale date of packaging and mailing products or servicesthis Agreement; b. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business; c. perform services as a director, officer, manager, employee, consultant, representative, agent agent, or the equivalent otherwise for a any Competitive Business; or d. divert c. employ or seek to employ any person who is employed by COMPANY, its Affiliates or by any other Licensee of COMPANY, nor induce nor attempt to divert induce any such person to leave said employment without the prior written consent of such person's employer. COMPANY agrees that, during the License Term, COMPANY shall not directly or indirectly employ or seek to employ any person who is employed by Licensee or its Affiliates, nor induce nor attempt to induce any such person to leave said employment without the prior written consent of Licensee. Furthermore, Licensee agrees that it will not engage in any business related toor other activity, directly or any customer or account ofindirectly, other than the Marketer's Business, the Franchisor's business or any other PAK MAIL area marketer's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert the employment marketing and sale of any employee of the Franchisor or another area marketer or Franchisee licensed by the Franchisor, to any Competitive Business by any direct inducement or otherwise. Notwithstanding the foregoing, the Marketer shall not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 2% or less of that class of securities issued and outstandingProducts.

Exclusive Relationship. The Franchisor is entering into this Agreement with the Marketer on the condition You acknowledge and agree that the Marketer will deal exclusively with the Franchisor. The Marketer acknowledges and agrees that the Franchisor would be unable to we could not protect its Confidential Information and would be unable to against unauthorized use or disclosure or encourage a free exchange of ideas and information among area marketers and the Franchisor Cookie System Facilities if area marketers were permitted to licensed owners of Cookie System Facilities could hold interests in any or perform services for a Competitive Business, as Business (defined below). The Marketer You also acknowledge that, except as provided in Appendix B to this Agreement, we have granted the License to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agrees agree that, during the term hereofof this Agreement and except as provided in Appendix B, neither the Marketer, the Marketer's officers, directors, shareholders, members, managers, partners you nor any of your owners (nor any of your or equivalents who participate in the management of the Marketer, nor the Marketer's spouse your owners' spouses or Principal Owner, if applicable, shallchildren) will: a. have any direct or indirect interest as a disclosed or beneficial owner in a "Competitive Business," which shall be defined as a business operating or granting franchises or licenses to others to operate, a packaging, crating, freight forwarding and/or mailing business or any similar business deriving more than 10% of its gross receipts (excluding PAK MAIL Centers operated under Franchise Agreements with the Franchisor1) from the sale of packaging and mailing products or services; b. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business, wherever located or operating; c. (2) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of the FACILITY; (3) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business located or operating within eight (8) miles of any Cookie System Facility other than the FACILITY; (4) perform services as a director, officer, manager, employee, consultant, representative, representative or agent or the equivalent for a Competitive Business; or, wherever located or operating; d. (5) recruit or hire any person who is our employee or the employee of any Cookie System Facility without obtaining the prior written permission of that person's employer; (6) divert or attempt to divert any business related to, actual or any customer or account of, the Marketer's Business, the Franchisor's potential business or customer of the FACILITY to another business; or (7) engage in any other PAK MAIL area marketer's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert activity which may injure the employment of any employee goodwill of the Franchisor Marks and System. The term "Competitive Business" as used in this Agreement means any business marketing, selling, promoting, distributing or another area marketer giving away baked-goods, frozen desserts or Franchisee licensed by the Franchisor, other sweet snack products at wholesale or retail or granting franchises or licenses to others to operate that type of business (other than a Cookie System Facility operated under a license agreement with us or under any Competitive Business by any direct inducement license agreement or otherwisefranchise agreement with our affiliates). Notwithstanding the foregoing, the Marketer Nothing in this section shall not be prohibited from owning securities apply to or prohibit your ownership interests in a Competitive Business if such securities are listed on a stock exchange us or traded on the over-the-counter market and represent 2% or less of that class of securities issued and outstandingour affiliates.

Exclusive Relationship. The Franchisor is entering has entered into this Agreement with the Marketer AD on the condition that the Marketer AD will deal exclusively with the Franchisor. The Marketer AD acknowledges and agrees that the Franchisor would be unable to protect its and TQC's Confidential Information and would be unable or to encourage a free exchange of ideas and information among area marketers directors and the Franchisor if area marketers directors were permitted to hold interests in any Competitive Business, as defined below. The Marketer AD therefore agrees that, during the term hereofthis Agreement's term, neither the MarketerAD, the MarketerAD's officers, directors, shareholders, members, managersowners, or partners or equivalents who participate in the management of the MarketerAD, nor the MarketerAD's spouse or Principal Ownerspouse, nor, if applicable, the Managing Owner, shall: a. (a) have any direct or indirect interest as a disclosed or beneficial owner in a "Competitive Business," which shall be wherever located or operating, defined as a business operating operating, or granting franchises or licenses to others to operate, a packaging, crating, freight forwarding and/or mailing business restaurant or any similar other food service business deriving more than ten percent (10% %) of its gross receipts, excluding gross receipts (excluding PAK MAIL Centers operated under Franchise Agreements with relating to the Franchisor) sale of alcoholic beverages, from the sale of packaging and mailing products submarine or servicesother sandwiches (excluding QUIZNO'S Restaurants operated under franchise agreements with Franchisor); b. have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business; c. (b) perform services as a director, officer, manager, employee, consultant, representative, agent agent, or the equivalent otherwise for a Competitive Business; or, wherever located or operating; d. (c) divert or attempt to divert any business related to, or any customer or account of, the Marketer's AD Business, the Franchisor's business business, or any other PAK MAIL QUIZNO'S area marketerdirector's or Franchisee's business, by direct inducement or otherwise, or divert or attempt to divert the employment of any employee of the Franchisor Franchisor, TQC, or another area marketer director or Franchisee licensed by the Franchisor, to any Competitive Business Business; or (d) directly or indirectly solicit or employ any person who is employed by any direct inducement Franchisor or otherwiseTQC. Notwithstanding the foregoing, the Marketer (i) AD shall not be prohibited from owning securities in a Competitive Business if such securities are listed on a stock exchange or traded on the over-the-counter market and represent 2% five percent (5%) or less of that class of securities issued and outstanding; and (ii) AD will not be deemed to be operating a Competitive Business, as that term is defined above, if AD temporarily operates a QUIZNO'S Restaurant which either had been sublet to a Franchisee under an approved Sublease or had been assigned to a Franchisee under an approved Assignment for a period of not more than ninety (90) consecutive days following the Franchisee's failure to operate such QUIZNO'S Restaurant for a period of five (5) consecutive days or a default by the Franchisee under the terms of its Sublease or Assignment. If AD operates any QUIZNO'S Restaurant for a period longer than ninety (90) consecutive days, then Franchisor will have the right to require AD to sign Franchisor's then-current form of Franchise Agreement to govern AD's operation of such Restaurant.