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Secrecy Undertaking

Secrecy undertaking in favour of “Franchise Name”

  1. I/we, the undersigned, contemplate to enter into a franchise agreement with Super Franchise (Pty) Ltd, hereinafter referred to as Franchisor. To enable me/us to come to a decision based on facts, I/we request Franchisor to permit me/us access to confidential documentation relating to the business methods applied in Franchisor’s operations as well as to confidential performance figures including past trading results and future financial projections. To protect Franchisor’s legitimate interests, I/we herewith declare the following: I/we acknowledge that Franchisor has, during the period since 1992 when the first trading unit of Top Franchisor was established, developed valuable business systems and procedures, hereinafter referred to as the Material, which have been passed on to Franchisor. I/we are aware of the fact that Franchisor grants licences for the exploitation of the Material to others. I/we understand that it would be prejudicial to the legitimate business interests of Franchisor as well as its existing and future franchisees, should the Material become accessible to unauthorised parties.
  2. I/we acknowledge that the Material, or any part thereof, was made accessible to me/us on the express understanding that the knowledge derived therefrom is to be used exclusively for the purpose of accepting or rejecting the franchise proposal currently under negotiation.
  3. I/we undertake to maintain full confidentiality. Especially I/we shall not make copies of the Material by any means whatsoever, nor shall I/we make the Material available to any third party, either now or at any time in the future.
  4. Should negotiations terminate and I/we do not become franchisees of Franchisor then, regardless of the reasons for this outcome, I/we will abstain from setting up on my/our own account, be employed by, or manage on behalf of others, serve as an advisor to, make an investment in or be involved in any other way whatsoever, in a business similar to any one or all of the businesses carried on by Franchisor as set out above. I/we agree that this restraint shall endure for a period of one year from the date of signature to this document, and shall be valid throughout the Republic of South Africa, Swaziland, Namibia, Botswana, Lesotho, Zimbabwe, Angola and Mozambique.
  5.  I/we acknowledge that prior to entering into negotiations with Franchisor, I/we had insufficient knowledge of the type of business carried on by Franchisor and, therefore, could not have successfully operated such a business without the information to be divulged by Franchisor during negotiations. I/we acknowledge therefore that the restraints set out above do not constitute a threat to my/our fair entitlement to earn a living.
  6. By signing this undertaking, I/we do not enter into any binding obligation other than to maintain absolute confidentiality and to abstain from setting up business in opposition to Franchisor. I/we further understand that it will not be considered a breach of this Secrecy Undertaking if I/we have the Material scrutinised by my/our bona fide professional advisors, these to be either drawn from among registered professionals in the legal or accounting field, or to be individuals approved in advance in writing by Franchisor.
  7. I/we confirm that we understand the contents of the above document and am/are aware of the consequences of signing it. I/we further confirm that I/we have received a copy of Franchisor’s Disclosure Document, Version 9, issued during May 2005, on the date shown below.

Signed at: ___________, on this  _____ day of __________20__

Prospective franchisee(s):

Witness No. 1 – name and signature:

Witness No. 2 – name and signature: