Common use of Exclusive Relationship Clause in Contracts

Exclusive Relationship. You acknowledge and agree that we would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among KRISPY KREME STORES if franchised owners of KRISPY KREME STORES were permitted to hold interests in or perform services for a Competitive Business (defined below). You also acknowledge that we have granted the Franchise to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of <PAGE> 19 this Agreement, neither you nor any of your owners (nor any of your or your owners' spouses or children) will: (1) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business, located or operating: (a) within 25 miles of the STORE; (b) within 5 miles of any other KRISPY KREME STORE in operation or under construction during the term of this Agreement; or (c) within the United States of America; (2) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business, wherever located or operating; or (3) recruit or hire any person who is our employee or the employee of any KRISPY KREME STORE or who has been our employee or the employee of any KRISPY KREME STORE within the past six (6) months without obtaining the prior written permission of that person's employer. If we permit you to hire any such person, then you agree to pay us a non-refundable Management Development Fee in the amount of $25,000 as of the date of hire. The term "Competitive Business" as used in this Agreement means any business operating, or granting franchises or licenses to others to operate, a food service business that sells cake doughnuts, yeast raised doughnuts, any other types of customary or large size doughnut, miniature doughnuts or doughnut holes in any distribution channels to any consumer for consumption or resale and such sales comprise five percent (5%) or more of such business' revenues (other than a KRISPY KREME STORE operated under a franchise agreement with us). The restrictions of this Section will not be applicable to the ownership of publicly traded ownership interests that constitute less than three percent (3%) of a class of ownership interests issued and outstanding.

Exclusive Relationship. You acknowledge and agree that we would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among KRISPY KREME STORES if franchised owners of KRISPY KREME STORES were permitted to hold interests in or perform services for a Competitive Business (defined below). You also acknowledge that we have granted you the Franchise to you in consideration of and reliance upon your agreement to deal exclusively with usus in the early childhood development and children’s media/entertainment industries. You therefore agree that, during the term of <PAGE> 19 this AgreementTerm, neither you you, any of your direct or indirect owners, nor any of your owners (nor any of your or your such owners' ’ spouses or children) will: (1a) have any direct or indirect controlling interest as a disclosed an owner — whether of record, beneficially, or beneficial owner otherwise — in a Competitive Business, wherever located or operating: (a) within 25 miles of the STORE; (b) within 5 miles have any direct or indirect non-controlling interest as an owner — whether of any record, beneficially, or otherwise — in a Competitive Business, wherever located or operating (except that less than a two percent (2%) equity ownership interest in a Competitive Business whose stock or other KRISPY KREME STORE in operation or under construction during the term forms of ownership interest are publicly traded on a recognized United States stock exchange will not violate this Agreement; orsubparagraph); (c) within the United States of America; (2) perform services as a director, officer, manager, employee, consultant, representative, or agent or otherwise for a Competitive Business, wherever located or operating; or; (3d) recruit or hire any person who is our employee or the employee of any KRISPY KREME STORE then employed, or who has been our employee or the employee of any KRISPY KREME STORE was employed within the past immediately preceding six (6) months, as a director or manager-level employee by us, any of our affiliates, or another KIDVILLE Facility without obtaining the existing or former employer’s prior written permission. If one of our affiliates or franchisees is the affected employer under this subparagraph due to your actions, that affiliate or franchisee will be a third party beneficiary of and may independently enforce this provision. You agree to restrict your own employees, as a condition of their employment with you, from working for another KIDVILLE Facility for at least six (6) months without obtaining after they leave your employment and to advise them that we contractually prohibit other KIDVILLE Facilities from hiring them for at least six (6) months after they leave your employment (regardless of the prior written permission of that person's employerreason for their departure). If you engage in these prohibited activities, we permit you also may elect to hire terminate this Agreement under Section 14.B.; (e) divert or attempt to divert any such person, then you agree to pay us a non-refundable Management Development Fee in the amount of $25,000 as actual or potential business or customer of the date of hire. The term "FACILITY to a Competitive Business" as used ; or (f) engage in this Agreement means any business operating, or granting franchises or licenses to others to operate, a food service business that sells cake doughnuts, yeast raised doughnuts, any other types activity that might injure the goodwill of customary or large size doughnut, miniature doughnuts or doughnut holes in any distribution channels to any consumer for consumption or resale the Marks and such sales comprise five percent (5%) or more of such business' revenues (other than a KRISPY KREME STORE operated under a franchise agreement with us). The restrictions of this Section will not be applicable to the ownership of publicly traded ownership interests that constitute less than three percent (3%) of a class of ownership interests issued and outstandingFranchise System.

Exclusive Relationship. You acknowledge and agree that we would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among KRISPY KREME STORES WOB Taverns if franchised owners of KRISPY KREME STORES WOB Taverns were permitted to hold interests in or perform services for a Competitive Business (as defined below). You also acknowledge that we have granted the Franchise to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of <PAGE> 19 this Agreement, neither you nor any of your owners will, directly or indirectly (nor any of your e.g., through a spouse or your owners' spouses or children) will:child): (1a) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive BusinessBusiness (as defined below), located or operating: (a) within 25 miles of the STOREwherever located; (b) within 5 miles of any other KRISPY KREME STORE in operation or under construction during the term of this Agreement; or (c) within the United States of America; (2) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business, wherever located or operating; orlocated; (3c) recruit or hire any person who is our employee or the employee of any KRISPY KREME STORE WOB Tavern owned by us, our affiliates or who has been our employee or the employee of any KRISPY KREME STORE within the past six (6) months franchisees without obtaining the prior written permission of that person's employer. If we permit you ; or (d) divert or attempt to hire divert any such person, then you agree to pay us a non-refundable Management Development Fee in the amount of $25,000 as business or customer of the date of hireTavern to any Competitive Business or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System. The term "Competitive Business," as used in this Agreement Agreement, means any business operatingor facility owning, operating or managing, or granting franchises or licenses to others to operate, a food service business that sells cake doughnuts, yeast raised doughnutsdo so, any other types of customary bar, pub, tavern, restaurant, food or large size doughnutalcoholic beverage service facility, miniature doughnuts or doughnut holes in any distribution channels to any consumer for consumption retail establishment (like a liquor store or resale convenience store) that (a) features beer, wine, and such sales comprise five percent related products as a primary menu item; (5%b) serves craft beer; or (c) has more of such business' revenues (than 6 beers on tap, other than a KRISPY KREME STORE WOB Tavern operated under a franchise agreement with us). The restrictions of this This Section will does not be applicable to the ownership of prohibit you or your owners from having a direct or indirect interest as a disclosed or beneficial owner in a publicly traded ownership interests that constitute held Competitive Business, as long as such securities represent less than three percent (3%) 5% of a the number of shares of that class of ownership interests securities which are issued and outstanding.

Exclusive Relationship. You acknowledge and agree that we would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among KRISPY KREME STORES WOB Taverns if franchised owners of KRISPY KREME STORES Area Developers were permitted to hold interests in or perform services for a Competitive Business (as defined below). You also acknowledge that we have granted the Franchise these Development Rights to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of <PAGE> 19 this Agreement, neither you nor any of your owners will, directly or indirectly (nor any of your e.g., through a spouse or your owners' spouses or children) will: (1) child): have any direct or indirect interest as a disclosed or beneficial owner in a Competitive BusinessBusiness (as defined below), located or operating: (a) within 25 miles of the STORE; (b) within 5 miles of any other KRISPY KREME STORE in operation or under construction during the term of this Agreementwherever located; or (c) within the United States of America; (2) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business, wherever located or operatinglocated; or (3) recruit or hire any person who is our employee or the employee of any KRISPY KREME STORE WOB Tavern owned by us, our affiliates or who has been our employee or the employee of any KRISPY KREME STORE within the past six (6) months franchisees without obtaining the prior written permission of that person's employer. If we permit you ; or divert or attempt to hire divert any such person, then you agree to pay us a non-refundable Management Development Fee in the amount of $25,000 as business or customer of the date of hireTavern to any Competitive Business or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System. The term "“Competitive Business" ,” as used in this Agreement Agreement, means any business operatingor facility owning, operating or managing, or granting franchises or licenses to others to operate, a food service business that sells cake doughnuts, yeast raised doughnutsdo so, any other types of customary bar, pub, tavern, restaurant, food or large size doughnutalcoholic beverage service facility, miniature doughnuts or doughnut holes in any distribution channels to any consumer for consumption retail establishment (like a liquor store or resale convenience store) that (a) features beer, wine, and such sales comprise five percent related products as a primary menu item; (5%b) serves craft beer; or (c) has more of such business' revenues (than 6 beers on tap, other than a KRISPY KREME STORE WOB Tavern operated under a franchise agreement with us. This Section does not prohibit you or your owners from having a direct or indirect interest as a disclosed or beneficial owner in a publicly held Competitive Business, as long as such securities represent less than 5% of the number of shares of that class of securities which are issued and outstanding. 10 MARKS Ownership and Goodwill of Marks. Your right to use the Marks is derived solely from this Agreement and the Franchise Agreements and limited to your operation of the WOB Taverns at the Sites pursuant to and in compliance with the Franchise Agreements and all standards and specifications we prescribe from time to time during term of the Franchise Agreements. Your unauthorized use of the Marks will be a breach of this Agreement and an infringement of our rights in and to the Marks. You acknowledge and agree that your use of the Marks and any goodwill established by such use will be exclusively for our benefit and that neither this Agreement nor the Franchise Agreements confer any goodwill or other interests in the Marks upon you (other than the right to operate the WOB Taverns in compliance with the Franchise Agreements). The restrictions All provisions of this Section will not be Agreement and the Franchise Agreements applicable to the ownership of publicly traded ownership interests that constitute less than three percent (3%) of a class of ownership interests issued Marks apply to any additional proprietary trade and outstandingservice marks and commercial symbols we authorize you to use.

Exclusive Relationship. You acknowledge Franchisee acknowledges and agree agrees that we Franchisor would be unable to protect the Confidential Information against unauthorized use or disclosure or disclosure, and would be unable to encourage a free exchange of ideas and information among KRISPY KREME STORES franchisees and developers of UFood Outlets, if franchised owners franchisees, developers and their Owners (and members of KRISPY KREME STORES their respective Immediate Families) were permitted to engage in, hold interests in or perform services for a Competitive Business Businesses. Franchisee further acknowledges and agrees that the restrictions contained in this Section 7 will not hinder its activities or the activities of its Owners (defined below)or members of their respective Immediate Families) under this Agreement or in general. You also acknowledge Franchisor has entered into this Agreement with Franchisee on the express condition that, with respect to restaurants featuring food items and/or beverages that we have granted are marketed as low-fat, low-carbohydrate or low-calorie food and retail businesses featuring the Franchise to you in consideration sale of nutritional products or similar businesses, Franchisee and reliance upon your agreement to its Owners and members of their respective Immediate Families will deal exclusively with usFranchisor. You Franchisee therefore agree agrees that, during the term of <PAGE> 19 this Agreement, neither you Franchisee nor any Owner of your owners (Franchisee, nor any member of your the Immediate Family of Franchisee or your owners' spouses of any Owner, shall directly or children) will: (1) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business, located or operatingindirectly: (a) within 25 miles have any controlling or non-controlling interest as a record or beneficial owner in any Competitive Business, wherever located or operating, provided that this restriction shall not be applicable to the ownership of shares of a class of securities listed on a stock exchange or traded on the over-the-counter market and quoted on a national inter-dealer quotation system that represent less than one-half percent (0.5%) of the STOREnumber of shares of that class of securities issued and outstanding; (b) within 5 miles of any other KRISPY KREME STORE in operation or under construction during the term of this Agreement; or (c) within the United States of America; (2) perform services as a director, officer, manager, employee, consultant, representative, agent agent, or otherwise for a any Competitive Business, wherever located or operating; (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 or customers of the Outlet or any other UFood Outlet to any Competitive Business; or (3e) recruit employ or hire seek to employ any person individual who is our employee employed by Franchisor, an Affiliate of Franchisor or the employee any other developer or franchisee of a UFood Outlet, or otherwise directly or indirectly induce any KRISPY KREME STORE or who has been our employee or the employee of any KRISPY KREME STORE within the past six (6) months such individual to leave said employment, without obtaining the prior written permission consent of that personsuch individual's employer. If we permit you to hire Furthermore, if Franchisee is a corporation, limited liability company, partnership or other business entity, it will not engage in any such personbusiness or other activity, then you agree to pay us a non-refundable Management Development Fee in directly or indirectly, other than the amount of $25,000 as development and operation of the date Outlet and other UFood Outlets developed and operated pursuant to other agreements with Franchisor. Franchisee acknowledges and agrees that the failure of hire. The term "Competitive Business" as used in any Person restricted pursuant to this Agreement means any business operating, or granting franchises or licenses Section to others to operate, a food service business that sells cake doughnuts, yeast raised doughnuts, any other types of customary or large size doughnut, miniature doughnuts or doughnut holes in any distribution channels to any consumer for consumption or resale and such sales comprise five percent (5%) or more of such business' revenues (other than a KRISPY KREME STORE operated under a franchise agreement comply with us). The the restrictions of this Section will not be applicable (regardless of whether that Person actually has executed this Agreement, a Guarantee or a confidentiality or non-competition agreement) shall constitute a breach of this Agreement by Franchisee. Without limiting the foregoing, and in addition to any remedies Franchisor may have under this Agreement, if Franchisee or any Affiliate of Franchisee should hire an individual who, at the time of such hiring, is employed by Franchisor or one of its Affiliates and whose duties include training, Franchisee shall promptly pay to Franchisor as liquidated damages an amount equal to the ownership then current annual salary of publicly traded ownership interests the individual as reflected in the personnel records of Franchisor or its Affiliate, as applicable. Franchisee acknowledges and agrees that constitute less than three percent (3%) Franchisor makes a substantial investment in its training personnel and that the aforementioned liquidated damages are a reasonable estimate of a class of ownership interests issued and outstandingthe actual damages which would be incurred by Franchisor or its Affiliate.

Exclusive Relationship. You acknowledge and agree that we would be unable to protect Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and information among KRISPY KREME STORES WOB Stores if franchised owners of KRISPY KREME STORES WOB Stores were permitted to hold interests in or perform services for a Competitive Business (as defined below). You also acknowledge that we have granted the Franchise to you in consideration of and reliance upon your agreement to deal exclusively with us. You therefore agree that, during the term of <PAGE> 19 this Agreement, neither you nor any of your owners will, directly or indirectly (nor any of your e.g., through a spouse or your owners' spouses or children) will:child): (1a) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive BusinessBusiness (as defined below), located or operating: (a) within 25 miles of the STOREwherever located; (b) within 5 miles of any other KRISPY KREME STORE in operation or under construction during the term of this Agreement; or (c) within the United States of America; (2) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for a Competitive Business, wherever located or operating; orlocated; (3c) recruit or hire any person who is our employee or the employee of any KRISPY KREME STORE WOB Store owned by us, our affiliates or who has been our employee or the employee of any KRISPY KREME STORE within the past six (6) months franchisees without obtaining the prior written permission of that person's employer. If we permit you ; or (d) divert or attempt to hire divert any such person, then you agree to pay us a non-refundable Management Development Fee in the amount of $25,000 as business or customer of the date of hireStore to any Competitive Business or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System. The term "Competitive Business," as used in this Agreement Agreement, means any business operatingor facility owning, operating or managing, or granting franchises or licenses to others to operate, a food service business that sells cake doughnuts, yeast raised doughnutsdo so, any other types of customary bar, pub, tavern, restaurant, food or large size doughnutalcoholic beverage service facility, miniature doughnuts or doughnut holes in any distribution channels to any consumer for consumption retail establishment (like a liquor store or resale convenience store) that (a) features beer, wine, and such sales comprise five percent related products as a primary menu item; (5%b) serves craft beer; or (c) has more of such business' revenues (than 6 beers on tap, other than a KRISPY KREME STORE WOB Store operated under a franchise agreement with us). The restrictions of this This Section will does not be applicable to the ownership of prohibit you or your owners from having a direct or indirect interest as a disclosed or beneficial owner in a publicly traded ownership interests that constitute held Competitive Business, as long as such securities represent less than three percent (3%) 5% of a the number of shares of that class of ownership interests securities which are issued and outstanding.

Exclusive Relationship. You acknowledge (a) LICENSEE acknowledges and agree agrees that we LICENSOR would be unable to protect Confidential Information the TUMBLEWEED SYSTEM against unauthorized use or disclosure or and would be unable to encourage a free exchange of ideas and information among KRISPY KREME STORES Tumbleweed Restaurants if franchised developers, franchisees and their equity owners (and members of KRISPY KREME STORES their immediate families) were permitted to engage in, hold interests in or perform services for a business or enterprise other than a Tumbleweed Restaurant, that (i) offers as its primary food-products Mexican, Tex-Mex, American Southwest-style food or mesquite-flavored food for consumer consumption through on-premises or carry-out dining, delivery service, catering service or other distribution channel, or (ii) grants or has granted franchises or licenses or establishes or has established joint ventures, for the development and/or operation of an enterprise or business described in the foregoing clause (i) (collectively, a "Competitive Business (defined belowBusiness"). You also acknowledge LICENSEE further acknowledges and agrees that we have the restrictions contained in this Section 14 will not hinder its activities or the activities of its equity owners under this Agreement or in general. Except as provided below, LICENSOR has entered into this Agreement with LICENSEE on the express condition that, with respect to the development and operation of businesses that offer as their primary food-products Mexican, Tex-Mex, American-Southwest style food or mesquite-flavored food for consumer consumption through on-premises and carry-out dining, delivery service, catering service or other distribution channel or a business that grants or has granted franchises or licenses or establishes or has established joint ventures for the Franchise to you in consideration development or operation of such businesses, LICENSEE and reliance upon your agreement to its equity owners and members of their respective immediate families will deal exclusively with usLICENSOR. You therefore agree Except for holding a passive equity interest in an entity whose sole activity consists of owning or operating Texas Roadhouse restaurants, LICENSEE agrees that, during the term of <PAGE> 19 this Agreement, neither you LICENSEE, Xxxxxxxx X. Xxxxx ("Xxxxx Xxxxx"), any equity owner of LICENSEE who participates in the day-to-day active executive management of LICENSEE, nor any member of your owners the immediate family of Xxxxx Xxxxx or of an equity owner of LICENSEE who participates in the day-to-day active executive management of LICENSEE (nor any of your collectively, the "LICENSEE Affiliates"), shall, directly or your owners' spouses or children) willindirectly: (1) have own, manage, operate or control, directly or indirectly, any direct or indirect Competitive Business, except that LICENSEE Affiliates may hold an interest as a disclosed legal or beneficial owner in a Competitive Business so long as such LICENSEE Affiliate does not violate the restrictions of paragraph 14(a)(2) with respect to such Competitive Business, located or operating: (a) within 25 miles of the STORE; (b) within 5 miles of any other KRISPY KREME STORE in operation or under construction during the term of this Agreement; or (c) within the United States of America; (2) perform services as a director, officer, manager, employee, consultant, representative, agent agent, or otherwise for a any Competitive Business, wherever located or operatingexcept that a LICENSEE Affiliate may perform services for a Competitive Business if such services, in the aggregate, do not require more than 30% of such LICENSEE Affiliate's business time and attention (assuming a 40 hour business workweek) and do not otherwise interfere with the performance of LICENSEE'S obligations under this Agreement; or (3) recruit employ or hire seek to employ any person who is our employee employed by LICENSOR its affiliates or the employee by any other developer or franchisee of Tumbleweed Restaurants, nor induce nor attempt to induce any KRISPY KREME STORE or who has been our employee or the employee of any KRISPY KREME STORE within the past six (6) months such person to leave said employment without obtaining the prior written permission consent of that such person's employer. If we permit you . (b) The restrictions of this Section 14 shall not be construed to hire prohibit LICENSEE, any equity owner of LICENSEE, or any member of the immediate family of an equity owners of LICENSEE, from having a direct or indirect ownership interest in any Tumbleweed Restaurant, development agreement or franchise agreement for the development or operation of any Tumbleweed Restaurant, or from providing services to any such personTumbleweed Restaurant pursuant to other agreements with LICENSOR, then you agree or from owning any direct or indirect ownership interest in TM Riders, LLC. (c) The restrictions in this Section 14 shall not be construed to pay us prohibit or restrict (i) any party to a nondevelopment, license or franchise agreement with Chi-refundable Management Development Fee Chi's International Operations, Inc., where such agreement is in the amount of $25,000 existence as of the date of hire. The term "Competitive Business" this Agreement, from continuing to operate as used in this Agreement means any business operatinga developer or franchisee under the terms of such agreement, unless such party has converted all of his restaurants to Tumbleweed Restaurants, or granting franchises or licenses (ii) LICENSEE and its employees from continuing to others to operatemanage, a food service business that sells cake doughnuts, yeast raised doughnuts, advise and perform services for any other types Chi-Chi's Restaurant falling within the scope of customary or large size doughnut, miniature doughnuts or doughnut holes in any distribution channels clause (i) of this Section 14(c) (and LICENSOR shall not be entitled to any consumer for consumption portion or resale share of the fees, royalties and other payments with respect to such sales comprise five percent (5%) or more of such business' revenues (other than a KRISPY KREME STORE operated under a franchise agreement with usChi-Chi's Restaurants). The restrictions in this Section 14 shall also not be construed to prohibit or restrict Xxxxx Xxxxx'x ownership of an equity interest in an entity that has the right to own, operate or develop Chi-Chi's restaurants in the United Kingdom, so long as the activities are pursuant to the terms of an agreement between the entity and Chi-Chi's (UK) Ltd. existing as of the date of this Section will not be applicable to the ownership of publicly traded ownership interests that constitute less than three percent (3%) of a class of ownership interests issued and outstandingAgreement.