I understand that the acceptance of this Franchise Interest Form by Café Yumm! or any of its affiliates does not constitute the grant of a franchise. I understand that Café Yumm! grants franchises only by executing written franchise agreements. By submitting this application, I authorize Café Yumm! and its assigns to start an investigative consumer report (including information regarding 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 a right to request that Café Yumm! make a complete and accurate disclosure of the nature and scope of such investigation. Café Yumm! may obtain my credit report in connection with this application. This is my authorization to credit reporting agencies, bank(s), creditors, and suppliers to release to Café Yumm!, and to Café Yumm! 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 Café Yumm! 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 Café Yumm! make a credit determination based on my credit worthiness combined with any co-applicants, I authorize Café Yumm! to discuss any derogatory credit items with such co-applicants. I understand that Café Yumm! may at any time, require that I sign an updated application or provide updated information. I acknowledge that I have read, and hereby agree to be bound by the Confidentiality and Non-Disclosure provisions which appear below.
CONFIDENTIALITY AND NON-DISCLOSURE
The individual who has submitted this interest form (“Applicant”) has expressed interest in becoming a franchisee of Café Yumm! (“Café Yumm!”) and, in connection with the application process, may become privy to certain information regarding the business of Café Yumm! and its affiliates and its franchisees which Café Yumm! classifies and protects as confidential and proprietary (the “Information”). Café Yumm! 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 Café Yumm!'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. The 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 Café Yumm! 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 Café Yumm!.
4. Breach. Any breach of any provision hereof will be theft of Café Yumm! trade secrets, and will cause irreparable harm and damage to Café Yumm!. Café Yumm! shall be entitled to enjoin any actual or threatened violation of any of the provisions in this Agreement. In addition to injunctive relief, Café Yumm! 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, Café Yumm! shall be entitled to reasonable attorney fees and costs.
5. Law. This Agreement is made under, and shall be construed and
enforced in accordance with, the laws of the State of Oregon. The
parties agree that the exclusive venue for disputes between them shall
be in the Circuit Court for the County of Lane, Oregon, or the Southern
Division of the United States District Court for the District of Oregon
located in Eugene, Oregon, 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.