The individual who has signed this application ("Applicant") has applied to become a franchisee of The Quizno's Master LLC ("Quiznos"), and in connection with the application process, may become privy to certain information regarding the business of Quiznos and its franchisees which Quiznos classi?es and protects as con?dential and proprietary (the "Information"). Quiznos is willing to divulge such information to the extent it deems appropriate in connection with the Applicant's application, only if the Applicant agrees to protect the con?dentiality 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 Quiznos' 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 organisation 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 Quiznos within ten (10) days of written request therefor, 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 Quiznos.
4. Breach. Any breach of any provision hereof will be theft of Quiznos trade secrets, and will cause irreparable harm and damage to Quiznos. Quiznos shall be entitled to enjoin any actual or threatened violation of any of the provisions in this Agreement. In addition to injunctive relief, Quiznos 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, Quiznos shall be entitled to its reasonable attorneys' 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 Colorado, United States of America. The parties agree that the exclusive venue for disputes between them shall be in a court of competent jurisdiction sitting in the City and County of Denver, State of Colorado, USA, and the Applicant waives any objection it may have to the personal jurisdiction of or venue in such courts.
6. Severability. Any provision of this Application which may prove unenforceable under any law or by any court shall not affect the validity of any other provision hereof.