Confidentiality Agreement

Sample Confidentiality Agreement



<(For Franchisee's Managers/Employees)>

<In consideration of allowing me access to confidential information and/or the

investment in my training and/or my employment by_____________________________________-

(hereinafter "Company"), and other valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, I agree that:>

<4-7          I have been advised that Company is a franchisee of Smoothie King Franchises,

Inc. ("Franchisor"), and, as such, is in possession of certain proprietary information, some of which may bo revealed to or learned by me during my training and/or employment with Company. I specifically acknowledge that, pursuant to this Agreement, I may roooivo valuable specialized training and/or confidential information, inoluding, but not limited to, proprietary information concerning recipes, methods of preparation, product content, and tho operational, sales, promotional, and marketing methods, plans and techniques or other trade secrets of Company (hereinafter collectively referred to as "Confidential Information"). Franchisor is a third party beneficiary of this Agreement, and I agree that Franchisor, at its solo option, may enforce this Agreement independently of Compony.>

<3t During the term of my employment with Company or at any time thereafter, I will not, directly or indirectly, use or disclose to anyone, or authorize disclosure of, any of the Confidential Information which may be revealed to me or learned by me during tho course of my traming and/or employment with Company>

<& I acknowledge that tho Confidential Information with which I may become familiar is essential to Company's and Franchisor's business and is owned and shall continue to be owned 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 copios of such Confidential Information, books, records, documents, training or operational materials except as specifically authorized in writing by Company. I agree that at the termination of my employment, whether or not that termination is voluntary, I will return to Company immediately any and all Confidential Information or other items or materials issued to me by Company or Franchisor during training or employment or otherwise in my possession or control.>

Smoothie King 2006-2007 GP:1925938v<4>[2]

<4r I acknowledge that any unauthorized disclosure of any Confidential Information revealed to me or learned by me during the course of my employment with Company or engaging in any other activities forbidden by this Agreement would result in irreparable harm to both Company and Franchisor, and I agree that such unauthorized disclosure or activity would warrant Company and/or Franchisor obtaining, among other relief, 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 Agreement, including court costs and reasonable attorney's foos>

<Each provision of this Agreement shall bo construed as independent of every other provision of this Agrcomont, and each portion, torm and/or provision of this Agreement shall bo considered severable. 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 existing or future law or regulation by a court or agency having valid jurisdiction, such shall not impair the operation of, or have any other effect upon, such other portions, terms, and/or provisions of this Agreement as may remain otherwise intelligible; and the latter shall continue to bo given full force and effect and bind the parties; and the invalid portions, terms and/or provisions shall bo doomod not bo a part of this Agreements

<Date:_________________, 20_>

<                                                                               By^-___________________________>


<                                                                               Title/Corporation:________________


<Print Name:_______________________                                           >

<                                                                               Store Number:__________________>


<Print Name:_______________________>

Parent/Legal Guardian signature-reqwod if employee-ts-under 18 years of age>


Smoothie King 2006-2007 GP:1925938v<4>ti]


IN CONSIDERATION of the acceptance by Smoothie King Franchises, Inc., a Louisiana corporation having its principal place of business at <Kenner>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.

Smoothie King 2006-2007 GP:1925938v<+>[2]


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___.

, on


Printed Name:

Signed in his or her Individual Capacity

Printed Name:

Signed in his or her Individual Capacity


Smoothie King Franchises, Inc.


Stephen C. Kuhnau, Sr., President and CEO


Smoothie King 2006-2007 GP:1925938v<±>U]





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

Smoothie King 2006-2007 GP:1925938 v<l>J2]