CONFIDENTIALITY AND NON-DISCLOSURE UNDERTAKING AGREEMENT

The individual who has signed the application on the reverse hereof (“Applicant”) has applied to become a franchisee of Morley’s Global or an associated company (collectively, “Morley’s”) and in connection with the application process, may become privy to certain information regarding the business of Morley’s and its franchisees which Morley’s classifies and protects as confidential and proprietary (the “Information”). Morley’s is willing to divulge such information (as and to the extent it deems appropriate in connection with the Applicant’s application) only if the Applicant agrees to protect the confidentiality of such Information. In consideration of the disclosure of Information, Applicant agrees to the following terms and conditions:

1. Confidentiality. Applicant on behalf of itself and its affiliates, employees, officers and directors, agrees to maintain as confidential all Information disclosed to it. Applicant shall not, directly or indirectly, disclose any such Information to any third party without Morley’s prior written consent, nor shall Applicant use any Information for its own benefit (except for the purpose of the discussions contemplated by this Agreement) or for the benefit of any third party. This dissemination of Information by Applicant within its own organization shall be limited to those employees and consultants whose duties justify the need to know such Information.

2. Return of Information. Applicant shall return to Morley’s within ten (10) days of written request therefore, all Information, together with any and all copies thereof.

3. No Rights in Information. Neither this Agreement nor the disclosure of Information shall be deemed, by implication or otherwise, to vest in Applicant any rights in the information or any other trade secrets or property of Morley’s.

4. Breach. Any breach of any provision hereof will be theft of Morley’s trade secrets, and will cause irreparable harm and damage to Morley’s shall be entitled to enjoin any actual or threatened violation of any of the provisions in this Agreement. In addition to injunctive relief, Morley’s may recover damages from Applicant for any loss caused by any violation of the provisions of this Agreement (including violations by third parties to whom Applicant discloses Information). In any action brought to enforce any of the provisions of this Agreement, Morley’s shall be entitled to reasonable solicitor’s fee and costs.

5. Law. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of United Kingdom. The parties agree that the exclusive venue for disputes between them shall be in the UK, and the parties each waive any objection they may have to the personal jurisdiction of or venue in such courts.

6. Severability. Any provision hereof which may prove unenforceable under any law or by any court shall not affect the validity of any other provision hereof. Our acceptance of this Franchise Application should not be considered as a grant of a franchise. We grant franchises ONLY by executing a written franchise agreement.

 

I authorize Morley’s and their respective assigns (collectively “Morley’s”) to start an investigate consumer report (including information as to my character, general reputation, personal characteristics and mode of living) and credit investigation based on the information voluntarily provided by me and warrant that all information provided is true and accurate. I understand that I have the right to request that Morley’s make a complete and accurate disclosure of the nature and scope of such investigation. Morley’s may obtain my credit report in connections with this application.

 

This is my authorization to credit reporting agencies, bank(s), creditors and suppliers to release to Morley’s and to Morley’s to release to such parties all information requested regarding my depository, loan or other credit information including without limitation, financial information, by telephone or in writing as part of the normal credit evaluation process. I release my bank(s), creditors, suppliers and Morley’s from all liability with respect to the release of any such requested information. Authorization is granted to use photo or fax copies of my signature to obtain information. If I am requesting that Morley’s make a credit determination based on my creditworthiness combined with any co-applicants, I authorize Morley’s to discuss any derogatory credit items with such co-applicants. I understand that Morley’s may, at any time, require that I sign an updates application or provide updated information. I acknowledge that I have read, and hereby agree to be bound by the terms of the Confidentiality Undertaking which appears on the reverse of this Application.