Sample Confidentiality Agreement
CONFIDENTI ALITY ACREEMENT>
(For Franchisee 's Manage rs/Employee s)>
In consideration of allowing me access to confidential information and/or the inve stme nt in my training and/or my employment by_____________________________________- (he re inafter "Company"), and othe r valuable conside ration, re ce ipt of which is hereby acknowledge d, and intending to be le gally bound, I agree that:>
I have been advise d that Company is a franchisee of Smoothie King Franchises, Inc. ("Franchisor"), and, as such, is in possession of ce rtain proprietary information, some of which may bo re ve ale d to or learned by me during my training and/or e mployme nt with Company. I specifically acknowle dge that, pursuant to this Agreement, I may roooivo valuable spe cialize d training and/or confidential information, inoluding, but not limite d to, proprietary information conce rning re cipe s, me thods of preparation, product content, and tho ope rational, sales, promotional, and marketing methods, plans and te chnique s or othe r tra de secrets of Company (he re inafte r collectively referred to as "Confidential Information"). Franchisor is a third party be ne ficiary of this Agreement, and I agree that Franchisor, at its solo option, may e nforce this Agree me nt in dependently of Compony.>
During the term of my employment with Company or at any time the re afte r, I will not, dire ctly or indire ctly, use or disclose to anyone , or authorize disclosure of, any of the Confidential Information which may be re ve aled to me or learne d by me during tho course of my traming and/or e mployment with Company>
I acknowle dge t hat tho Confidential Information with which I may be come familiar is ess ential to Company's and Franchisor' s business and is owned and shall continue to be owne d solely by Company and/or Franchisor. Under no circumstances will I remove from Company's place of business any of Company's Confidential Information or books, records, training or oporation materials, or any copies of such documents, without tho written permission of Company or Franchisor. Under no circumstances will I make any copio s of s uch Confidential Information, books, records, documents, training or ope rational materials exce pt as specifically authorize d in writing by Company. I agree that at the te rmination of my em ployment, whe ther or not that te rmination is voluntary, I will re turn to Company imme diate ly any and all Confidential Information or other items or materials issue d to me by Company or Franchisor during training or employme nt or otherwise in my posse ssion or control.>
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I acknowle dge that any unauthorized disclosure of any Confidential Information re vealed to me or le arned by me during the course of my employme nt with Company or e ngaging in any othe r activities f orbidde n by this Agree me nt would result in irre parable harm to both Company and Franchisor, and I agree that such unauthorize d disclosure or activity would warrant Company and/or Franchisor obtaining, among other re lie f, an immediate injunction restraining further unauthorized disclosure or activity. I also agree to pay Company and/or Franchisor any costs for bringing an action to enforce this Agree me nt, including court costs and reasonable attorney's foos>
Each provision of this Agreement shall bo construe d as inde pe ndent of e very other provision of this Agrcomont, and each portion, torm and/or provision of this Agreement shall bo considered s everable. If, for any reason, a portion, torm, and/or provision of this Agreement is determined to bo invalid and contrary to, or in conflict with, any e xisting or future law or regulation by a court or agency having valid jurisdiction, such shall not impair the operation of, or have any other e ffe ct upon, such other portions, terms, and/or provisions of this Agre ement as may re main othe rwise intelligible ; and the latter shall continue to bo give n full force and effe ct and bind the parties; and the invalid po rtions , te rms and/or provisions shall bo doomod not bo a part of this Agreements <Date:_________________ , 20_>
Print Name:_______________________ >
<Print Name :_______________________> Pare nt/Le gal Guardian si gnature- re qwod if e mpl oyee-ts- unde r 18 ye ars of age >
EXHIBIT G> GUARANTY AGREEMENT
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IN CONSIDERATION of the acceptance by Smoothie King Franchises, Inc., a Louisiana corporation having its principal place of business at <Ke
nner>fCovington1. Louisiana (hereinafter called "Franchisor") [J of a Franchise Agreement [or "a TRANSFER of Franchise Agreement OR Development
Agreement", if applicable]<-> dated_________________________, and/or an Area Development
Agreement dated_________________executed by________________as an officer of____________
_________________________, a(n)_____________________ corporation (hereinafter called
"Developer/Franchisee"), and for other good and valuable consideration, I, we, and each of us jointly and severally, unconditionally guarantee to Franchisor, (1) the payment and satisfaction of each and every claim, demand, default, liability, indebtedness, right or cause of action of every nature, against said Developer/Franchisee, including expenses, damages and fees, now or hereafter existing, due, or to become due, or held by Franchisor, its subsidiaries, affiliates or divisions, together with any interest as it may accrue; and (2) the timely performance of each term, covenant, and obligation of the Developer/Franchisee set forth in the Area Development Agreement and/or Franchise Agreement. The undersigned specifically acknowledge that Franchisor is allowing the undersigned to enter into this Guaranty Agreement instead of individually executing the Area Development Agreement and/or Franchise Agreement as a matter of convenience to the undersigned, and the undersigned agree to be bound by the provisions of the Area Development Agreement and/or Franchise Agreement as if those provisions were fully set forth herein. This is a continuing guaranty which shall apply to the Area Development Agreement and/or Franchise Agreement and any subsequent amendments or modifications thereof.
The undersigned waive notice of acceptance of the guaranty and of any liability to which it applies or may apply, and waive presentment and demand for payment thereof, or notice of dishonor or non-payment thereof.
Franchisor may, at its option, at any time without the consent of or notice to the undersigned, (1) change the manner, place or terms of payment or change or extend the time of payment of, renew, or alter any liability of the Developer/Franchisee under the Area Development Agreement and/or Franchise Agreement hereby guaranteed, or any liabilities incurred directly or indirectly hereunder, and the guaranty herein made shall apply to the liabilities of the Developer/Franchisee, so changed, extended, renewed or altered; (2) exercise or refrain from exercising any rights against Developer/Franchisee or others; (3) settle or compromise any liabilities hereby guaranteed or hereby incurred, and may subordinate the payment of all or any part of such liabilities to the payment of any liabilities which may be due to Franchisor or others; and (4) apply any sums paid to any hability or liabilities of Developer/Franchisee to Franchisor. Franchisor, may, at its option, without the consent of or notice to the undersigned, apply to the payment of the liability created by this guaranty, at any time after such liability becomes payable, any monies, property, or other assets belonging to the undersigned in the possession, care, custody and control of the Franchisor.
This agreement shall not affect in any manner the right of the Franchisor to terminate the Area Development Agreement and/or Franchise Agreement pursuant to the terms thereof and this guaranty shall survive the termination, expiration or cancellation of the Area Development Agreement and/or Franchise Agreement. The undersigned do further agree that it will not be necessary for Franchisor, in order to enforce the terms of this Agreement against them, to first institute suit or exhaust its remedies against the Developer/Franchisee or any others. The foregoing guaranty shall be irrevocable, except with the express written consent of the Franchisor.
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The undersigned, if more than one, shall be jointly and severally liable hereunder and the term "undersigned" shall mean the undersigned or any one or more of them. Any married person who signs this guaranty hereby expressly agrees that recourse may be had against his or her separate property for all his or her obligations under this guaranty.
This guaranty shall bind and inure to the benefit of the heirs, executors, administrators, successors and assigns of Franchisor and the undersigned.
We have signed this Guaranty Agreement at this the_____day of_______________, 20___.
Signed in his or her Individual Capacity
Signed in his or her Individual Capacity
Smoothie King Franchises, Inc.
Stephen C. Kuhnau, Sr., President and CEO
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BEFORE ME, the undersigned authority, duly commissioned, qualified and sworn within and for the
State and Parish/County aforesaid, personally came and appeared_______________________________
who being by me first duly sworn, did depose and say:
That appearer(s) is/are the identical person(s) who executed the foregoing GUARANTY AGREEMENT; that appearer(s) executed said instrument of appearer<!>I^]s(s<-,>[l]) own free will and accord for the uses, purposes and benefits therein expressed.
IN WITNESS WHEREOF, said appearer(s) has/have executed this acknowledgment in my presence and in the presence of the undersigned competent witnesses on this______day of_______________, 20__.
My commission expires:________________________ SEAL
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