APPENDIX C SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (BETWEEN FRANCHISEE AND ITS PERSONNEL) THIS SAMPLE OF NON-DISCLOSURE AND NON-COMPETITION AGREEMENT ( "Agreement") is made this _____ day of _________, 20___, by and between ___________________________ (the "Franchisee"), and ___________________________, who is an officer, director, or employee of Franchisee (the "Member"). RECITALS: WHEREAS, __________________ ("Franchisor") has developed a distinctive set of specifications and operating procedures (collectively, the "System") for the operation of "Pizza Fusion" restaurant businesses ("Franchised Businesses"). WHEREAS, Franchisor and Franchisee have executed a Franchise Agreement ("Franchise Agreement") granting Franchisee the right to operate a Franchised Business under the terms and conditions of the Franchise Agreement; WHEREAS, the Member, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must therefore be bound by the same confidentiality and non-competition agreement that Franchisee is bound by. IN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: 1. Confidential Information. Member shall not, during the term of the Franchise Agreement or thereafter, communicate, divulge or use, for any purpose other than the operation of the Franchised Business, any confidential information, knowledge, trade secrets or know-how which may be communicated to Member or which Member may learn by virtue of Member's relationship with Franchisee. All information, knowledge and know-how relating to Franchisor, its business plans, Franchised Businesses, or the System ("Confidential Information") is deemed confidential, except for information that Member can demonstrate came to Member's attention by lawful means prior to disclosure to Member; or which, at the time of the disclosure to Member, had become a part of the public domain. 2. Covenants Not to Compete. (a) Member specifically acknowledges that,