Common use of Reasonableness of Provisions Clause in Contracts

Reasonableness of Provisions. (a) The Consultant acknowledges and agrees that the provisions contained in Article IV of this Agreement are reasonable with respect to their duration, geographical area and scope. Without limiting the generality of the foregoing, the Consultant further acknowledges and agrees that any and all of the provisions of Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of the Purchaser. For purposes of this Article IV only, the term "Purchaser" shall mean any and all of Purchaser and its --------- subsidiaries from time to time (including, without limitation, the Surviving Corporation (as such term is defined in the Merger Agreement) from and after the Effective Time). (b) The Consultant acknowledges and agrees that the food service and theme restaurant business of the Purchaser (as such business is conducted as of the date of this Agreement and may be conducted from time to time in the future, the "Business") is intensely competitive and that the Consultant has -------- had access to, has and may in the future have knowledge of confidential information of the Purchaser, including, but not limited to, the identity of the Purchaser's franchisees and other persons with whom Purchaser has business relationships, the identity of the representatives of such persons with whom the Purchaser has dealt, information concerning the creation or development of products offered by Purchaser, demographic and other information related to actual and targeted customers of Purchaser, computer software applications and other programs, personnel information, intellectual property and other trade secrets (collectively, the "Confidential Information"). ------------------------ (c) The Consultant acknowledges and agrees that the direct or indirect disclosure by the Consultant of any Confidential Information to existing or potential competitors of the Purchaser or the Business would place the Purchaser at a competitive disadvantage and would do serious damage, monetary and otherwise, to the Purchaser and the Business. (d) The Consultant acknowledges and agrees that the Consultant's engaging in any of the activities prohibited by this Agreement may constitute improper appropriation or use of the Confidential Information or both. The Consultant acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of Purchaser.

Reasonableness of Provisions. (a) The Consultant acknowledges and agrees that the provisions contained in Article IV of this Agreement are reasonable with respect to their duration, geographical area and scope. Without limiting the generality of the foregoing, the Consultant further acknowledges and agrees that any and all of the provisions of Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of the Purchaser. For purposes of this Article IV only, the term "Purchaser" shall mean any and all of Purchaser and its --------- subsidiaries from time to time (including, without limitation, the Surviving Corporation (as such term is defined in the Merger Agreement) from and after the Effective Time). (b) The Consultant acknowledges and agrees that the food service and theme restaurant business of the Purchaser (as such business is conducted as of the date of this Agreement and may be conducted from time to time in the future, the "Business") is intensely competitive and that the Consultant has had -------- had access to, has and may in the future have knowledge of confidential information of the Purchaser, including, but not limited to, the identity of the Purchaser's franchisees and other persons with whom Purchaser has business relationships, the identity of the representatives of such persons with whom the Purchaser has dealt, information concerning the creation or development of products offered by Purchaser, demographic and other information related to actual and targeted customers of Purchaser, computer software applications and other programs, personnel information, intellectual intel- lectual property and other trade secrets (collectively, the "Confidential ------------ Information"). ------------------------------------ (c) The Consultant acknowledges and agrees that the direct or indirect disclosure by the Consultant of any Confidential Information to existing or potential competitors of the Purchaser or the Business would place the Purchaser at a competitive disadvantage and would do serious damage, monetary and otherwise, to the Purchaser and the Business. (d) The Consultant acknowledges and agrees that the Consultant's engaging in any of the activities prohibited by this Agreement may constitute improper appropriation or use of the Confidential Information or both. The Consultant acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of Purchaser.

Reasonableness of Provisions. (a) The Consultant acknowledges and agrees that the provisions contained in Article IV of this Agreement are reasonable with respect to their duration, geographical area and scope. Without limiting the generality of the foregoing, the Consultant further acknowledges and agrees that any and all of the provisions of Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of the Purchaser. For purposes of this Article IV only, the term "Purchaser" shall mean any and all of Purchaser and its --------- subsidiaries from time to time (including, without limitation, the Surviving Corporation (as such term is defined in the Merger Agreement) from and after the Effective Timetime of the first acceptance for payment of Shares under the Offer). (b) The Consultant acknowledges and agrees that the food service and theme restaurant business of the Purchaser (as such business is conducted as of the date of this Agreement and may be conducted from time to time in the future, the "Business") is intensely competitive and that the Consultant has -------- had access -------- to, has and may in the future have knowledge of confidential information of the Purchaser, including, but not limited to, the identity of the Purchaser's suppliers, franchisees and other persons with whom Purchaser has business relationships, the identity of the representatives of such persons with whom the Purchaser has dealt, information concerning the creation or development of products offered by Purchaser, demographic and other information related to actual and targeted customers of Purchaser, computer software applications and other programs, personnel per- sonnel information, intellectual property and other trade secrets (collectively, the "Confidential Information"). ------------------------ (c) The Consultant acknowledges and agrees that the direct or indirect disclosure by the Consultant of any Confidential Information to existing or potential competitors of the Purchaser or the Business would place the Purchaser at a competitive disadvantage and would do serious damage, monetary and otherwise, to the Purchaser and the Business. (d) The Consultant acknowledges and agrees that the Consultant's engaging in any of the activities prohibited by this Agreement may constitute improper appropriation or use of the Confidential Information or both. The Consultant acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of Purchaser.

Reasonableness of Provisions. (a) The Consultant acknowledges and agrees that the provisions contained in Article IV of this Agreement are reasonable with respect to their duration, geographical area and scope. Without limiting the generality of the foregoing, the Consultant further acknowledges and agrees that any and all of the provisions of Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of the Purchaser. For purposes of this Article IV only, the term "Purchaser" shall mean any and all of Purchaser and --------- its --------- subsidiaries from time to time (including, without limitation, the Surviving Corporation (as such term is defined in the Merger Agreement) from and after the Effective Time). (b) The Consultant acknowledges and agrees that the food service and theme restaurant business of the Purchaser (as such business is conducted as of the date of this Agreement and may be conducted from time to time in the future, the "Business") is intensely competitive and that the Consultant has had -------- had access to, has and may in the future have knowledge of confidential information of the Purchaser, including, but not limited to, the identity of the Purchaser's franchisees and other persons with whom Purchaser has business relationships, the identity of the representatives of such persons with whom the Purchaser has dealt, information concerning the creation or development of products offered by Purchaser, demographic and other information related to actual and targeted customers of Purchaser, computer software applications and other programs, personnel information, intellectual property and other trade secrets (collectively, the "Confidential Information"). ------------------------ (c) The Consultant acknowledges and agrees that the direct or indirect disclosure by the Consultant of any Confidential Information to existing or potential competitors of the Purchaser or the Business would place the Purchaser at a competitive disadvantage and would do serious damage, monetary and otherwise, to the Purchaser and the Business. (d) The Consultant acknowledges and agrees that the Consultant's engaging in any of the activities prohibited by this Agreement may constitute improper appropriation or use of the Confidential Information or both. The Consultant acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of Purchaser.

Reasonableness of Provisions. (a) The Consultant acknowledges and agrees that the provisions contained in Article IV of this Agreement are reasonable with respect to their duration, geographical area and scope. Without limiting the generality of the foregoing, the Consultant further acknowledges and agrees that any and all of the provisions of Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of the Purchaser. For purposes of this Article IV only, the term "Purchaser" shall mean any and all of Purchaser and its --------- subsidiaries from time to time (including, without limitation, the Surviving Corporation (as such term is defined in the Merger Agreement) from and after the Effective Time). (b) The Consultant acknowledges and agrees that the food service and theme restaurant business of the Purchaser (as such business is conducted as of the date of this Agreement and may be conducted from time to time in the future, the "Business") is intensely competitive and that the Consultant has had -------- had access to, has and may in the future have knowledge of confidential information of the Purchaser, including, but not limited to, the identity of the Purchaser's franchisees and other persons with whom Purchaser has business relationships, the identity of the representatives of such persons with whom the Purchaser has dealt, information concerning the creation or development of products offered by Purchaser, demographic and other information related to actual and targeted customers of Purchaser, computer software applications and other programs, personnel information, intellectual property and other trade secrets (collectively, the "Confidential Information"). ------------------------ (c) The Consultant acknowledges and agrees that the direct or indirect disclosure by the Consultant of any Confidential Information to existing or potential competitors of the Purchaser or the Business would place the Purchaser at a competitive disadvantage and would do serious damage, monetary and otherwise, to the Purchaser and the Business. (d) The Consultant acknowledges and agrees that the Consultant's engaging in any of the activities prohibited by this Agreement may constitute improper appropriation or use of the Confidential Information or both. The Consultant acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of Purchaser.

Reasonableness of Provisions. (a) The Consultant acknowledges and agrees that the provisions contained in Article IV of this Agreement are reasonable with respect to their duration, geographical area and scope. Without limiting the generality of the foregoing, the Consultant further acknowledges and agrees that any and all of the provisions of Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of the Purchaser. For purposes of this Article IV only, the term "Purchaser" shall mean any and all of Purchaser and --------- its --------- subsidiaries from time to time (including, without limitation, the Surviving Corporation (as such term is defined in the Merger Agreement) from and after the Effective Timetime of the first acceptance for payment of Shares under the Offer). (b) The Consultant acknowledges and agrees that the food service and theme restaurant business of the Purchaser (as such business is conducted as of the date of this Agreement and may be conducted from time to time in the future, the "Business") is intensely competitive and that the Consultant has -------- had access -------- to, has and may in the future have knowledge of confidential information of the Purchaser, including, but not limited to, the identity of the Purchaser's suppliers, franchisees and other persons with whom Purchaser has business relationships, the identity of the representatives represen- tatives of such persons with whom the Purchaser has dealt, information concerning the creation or development of products offered by Purchaser, demographic and other information related to actual and targeted customers of Purchaser, computer software applications and other programs, personnel information, intellectual property and other trade secrets (collectively, the "Confidential Information"). ------------------------ (c) The Consultant acknowledges and agrees that the direct or indirect disclosure by the Consultant of any Confidential Information to existing or potential competitors of the Purchaser or the Business would place the Purchaser at a competitive disadvantage and would do serious damage, monetary and otherwise, to the Purchaser and the Business. (d) The Consultant acknowledges and agrees that the Consultant's engaging in any of the activities prohibited by this Agreement may constitute improper appropriation or use of the Confidential Information or both. The Consultant acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectible business interest of Purchaser.