NDA Non-Disclosure Agreement

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Mutual Non-Desclosure Agreement


This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date on the signature page hereto (the "Effective Date"), by and among ZOR411 LLC and the party identified on the signature page hereto. The Parties (as defined below) may disclose to one another certain information, which the Parties consider to be confidential, for use by the Parties in evaluating a prospective franchise or business opportunity (the "Evaluation") with each such party when disclosing information being the "Disclosing Party" and when receiving information being the "Receiving Party". The term "Party" (as used in the singular or plural) shall mean the parties to this Agreement and their representatives. The term "representatives" shall include a Party's affiliates and subsidiaries, and each Party's directors, officers, partners, employees, agents, stockholders, advisors, attorneys or subcontractors.

NOW, THEREFORE, the Parties agree as follows:

1 Information . The term "Information" shall mean all materials, trade secrets or other information, including, without limitation, proprietary information and materials regarding a Party's technology, products, business information and objectives, financial information, forecasts, strategies, projections and analyses which the Disclosing Party provides to the Receiving Party for the purpose of performing the Evaluation. The term Information shall also include the identities of the Parties. The term Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (ii) was already known by the Receiving Party on a non-confidential basis prior to its receiving such information from the Disclosing Party; (iii) is received by the Receiving Party on a non-confidential basis from a source other than the Disclosing Party that is not prohibited from disclosing such information; (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's information; (v) is disclosed by the Disclosing Party to a third party without restriction; (vi) is approved in writing by the Disclosing Party for disclosure; or (vii) is required to be disclosed pursuant to law, regulation or a requirement of a governmental agency.

2 Confidentiality . Except with the Disclosing Party's written consent, the Receiving Party shall not at any time during the term of this Agreement (i) use the Information for any purpose other than in performing the Evaluation or (ii) disclose the Information to any third party.

3 Evaluation . The Parties agree that the provision of Information pursuant to this Agreement and discussions held in connection with the Evaluation will not prevent either Party from pursuing similar discussions with third parties or obligate either Party to continue discussions with the other or to take, continue, or forego any action relating to the Evaluation.

4 Term . This Agreement and the Receiving Party's duty to hold Information in confidence shall survive until the earlier of (i) two (2) years from the Effective Date, (ii) until such time as all Information becomes publicly known through no violation of any duty of the Receiving Party to the Disclosing Party, or (iii) a definitive agreement is entered into between the parties hereto which governs the treatment of the Information.

5 Equitable Remedies . In the event of any actual or threatened breach by the Receiving Party of this Agreement, the Disclosing Party will be entitled to seek immediate injunctive and other equitable relief.

6 Return of Information . The Receiving Party will return or destroy all tangible material embodying Confidential Information at any such time as the Disclosing Party may so request.

7 Notice . Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be as set forth on the signature page hereto, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

8 Miscellaneous . This Agreement is made under, and shall be construed according to, the laws of the State of Georgia without regard to its conflicts of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the federal and/or local courts located in the State of Georgia, Forsyth County in connection with any action regarding this Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter contained herein and terminates and supersedes all prior or contemporaneous representations, promises, warranties, covenants, undertakings, discussions, negotiations, and agreements, whether written or oral, other than those expressly contained in this Agreement. This Agreement cannot be changed or terminated orally, and none of the terms hereof shall be deemed to be waived or modified except by an express agreement in writing signed by the party against whom such waiver or modification is sought to be enforced. Neither party shall assign or transfer any rights or obligations under this Agreement (including by operation of law) without the prior written consent of the other party. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable, in whole or in part, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. A facsimile or electronic copy of an executed counterpart shall be valid and have the same force and effect as an original.
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[Digital Signature Page to Mutual Non-Disclosure Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

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