Free Memorandum in Opposition to Motion - District Court of Connecticut - Connecticut

Case 3:02-cv-01920-IVIRK Document 114-5 Filed 10/24/2003 Page 1 012

Case 3:02-cv-01920-IVIRK Document 1 14-5 Filed 10/24/2003 Page 2 of 2
8. A. During the term of this Agreement or any extension thereof, and for a period of two (2) years thereafter, Restrictions
regardless of the cause of termination, neither FRANCHISEE, nor any partner, if FRANCHISEE is a partnership, nor on the
any shareholder, if FRANCHlSEE is a corporation, shall, except with respect to the gwnership or operation by the FRAljtgHISEE'S
FRANCHISEE of additional licensed DUNKlN' DONUT S shops: Activities
8, A.1. Divert or attempt to divert any business or customer of the DUNKlN' DONUTS SHOP to any competitor,
by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial
to the goodwill associated with DUNKlN' DONUTS‘ PROPRIETARY MARKS and the DUNKlN' DONUTS SYSTEM;
8. A.2. Employ or seek to employ any person who is at that time employed by DUNKlN' DONUTS or by any other
DUNKlN' DONUTS franchisee, or otherwise directly or indirectly induce such person to leave such employment;
8. A.3. Own, maintain, engage in, be employed by, or have any interest ln any other business which sells or offers
to sell any product of a type offered by a DUNKlN' DONUTS shop; provided that, during the two (2) year period following
expiration or termination of this Agreement only, the provisions of this subparagraph 3. shall not apply to another . .,.. i
business located more than five (5) miles from the DUNKlN' DONUTS SHOP or from any other DUNKlN' DONUTS shop.
Either party to this Agreement, upon notice in writing to the other, shall have the right to have determined whether said
five (5) mile radius is a reasonable restriction on FRANCHlSEE's activities during said two (2) year period by requesting `
A that the matter be submitted to arbitration in accordance with the rules of the American Arbitration Association then
applicable for commercial disputes. ln such event, each party shall select one arbitrator and the two shall select a third ——
and the decision of the arbitrators shall be final and binding upon the parties. FRANCHISEE further agrees that, in the
event arbitration is requested, FRANCHISEE will engage in no competitive activities pending resolution of the dispute;
or
8. A.4. Communicate or divulge to, or use for the benefit of, any other person, persons, partnership, association
or corporation any information or knowledge concerning the methods of constructing, equipping or operating a
DUNKlN' DONUTS shop and all other information or knowledge which DUNKlN' DONUTS deems confidential which
may be communicated to FRANCHISEE, or of which FRANCHISEE may be apprised by virtue of FFlANCHlSEE's
operation under the terms of this Agreement. FRANCHISEE shall divulge such confidential information only to such
of its employees as must have access to it in order to operate the licensed business. Any and all information, knowledge
and know-how including, without limitation, drawings, materials, specifications, techniques, and other data, which
DUNKlN' DONUTS designates as confidential shall be deemed confidential for purposes of this Agreement. DUNKlN'
DONUTS shall have the nonexclusive right to use and incorporate in the DUNKlN' DONUTS SYSTEM, for the benefit
of itself and other franchisees of the DUNKlN' DONUTS SYSTEM, any modifications, changes, and improvements
developed or discovered by FRANCHISEE or FRANCHlSEE’s employees or agents in connection with the licensed
business, without any liability or obligation to the developer thereof.