1. The undersigned Applicant warrants and certifies that the foregoing information is true, accurate and complete.
2. Neither the submission of this application Nor anything contained in this application shall be deemed to obligate the Applicant to purchase or Floral Fruit Company Franchise Group, Inc. or any of its affiliates (“Floral Fruit Company”) to sell a franchise, otherwise to commit or bind either party to enter into any contractual or other relationship with the other party, or to obligate Floral Fruit Company to disclose any Confidential Information (as defined below) to Applicant. The granting of franchise rights to the Applicant is at the sole discretion of Floral Fruit Company, and will be accomplished, if at all, only by the parties' fully signing a Franchise Agreement.
3. Applicant represents that neither he/she Nor his/her spouse is at this time, or was at any time in the past, involved directly or indirectly in any fruit or gourmet gift business or substantially similar business, either as Owner, consultant, contractor, director, officer, manager, member, employee, or in any other capacity, except as stated below:
4. Applicant ackNowledges that he/she has requested Floral Fruit Company to provide disclosure of “Confidential Information,” as defined below, for the purpose of evaluating the purchase of a franchise from Floral Fruit Company. Applicant ackNowledges and agrees that Applicant must and shall secure, protect and maintain in strict confidence the Confidential Information. “Confidential Information” shall mean any and all information, in whatever form, which is provided by Floral Fruit Company to the Applicant in connection with the his/her evaluation of the FLORAL FRUIT COMPANY® franchise opportunities, all discussions related thereto, and all other information regarding Floral Fruit Company and its franchisees and their operations that may be furnished to Applicant or to which Applicant otherwise may have access, whether in tangible or intangible form, and whether or Not stored, complied or memorialized physically, electronically, graphically, photographically or in writing. Confidential Information shall Not include information that: (a) (i) as of the time of its disclosure is or thereafter becomes part of the public domain, (ii) through a source other than the Applicant, and (iii) without violation of this Agreement by Applicant; (b) can be demonstrated to be (i) rightfully known to Applicant as of the time of its disclosure or (ii) independently developed by Applicant; (c) is subsequently learned independently from a third party Not under a confidentiality obligation to Floral Fruit Company; or (d) is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, in which event Applicant shall provide prompt written Notice to Floral Fruit Company prior to such disclosure so that Floral Fruit Company may seek a protective order or other appropriate remedy. Applicant shall Not sell, transfer, publish, disclose, or make available any portion of the Confidential Information to third parties without the prior written consent of Floral Fruit Company; provided, however, that Applicant may disclose the Information to his/her legal or financial advisors with respect to the potential franchise purchase. All such disclosures shall be subject to all of the terms and conditions set forth herein, and Applicant shall be fully responsible for ensuring the compliance of all such persons with these terms and conditions.
5. Applicant ackNowledges that all Confidential Information is proprietary, material and confidential, and materially affects the successful conduct of the FLORAL FRUIT COMPANY® business and its goodwill. Applicant ackNowledges that his/her breach of these terms and conditions may cause irreparable injury to Floral Fruit Company, and for which Floral Fruit Company shall have No adequate remedy at law. Applicant ackNowledges and agrees that, in addition to all other remedies available at law, Floral Fruit Company may seek and obtain injunctive and other equitable relief against such breach. Applicant waives any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
6. Applicant agrees Not to make use of any Confidential Information, or cause or permit any other person to use such Information, for purposes other than the evaluation of the purchase of a franchise from Floral Fruit Company.
9. Applicant agrees that all Confidential Information (and derivatives thereof) is and at all times shall be the exclusive property of Floral Fruit Company. No license under any patent, trademark, copyright or any other worldwide intellectual property or proprietary rights laws is either granted or implied by the disclosure or provision of any Confidential Information pursuant to this application. All rights are reserved. Unless Applicant and Floral Fruit Company have entered into a franchise agreement, upon completion of Applicant's evaluation of the FLORAL FRUIT COMPANY® franchise opportunity or at the request of Floral Fruit Company at any time, Applicant agrees to destroy promptly all of its copies of such Confidential Information or return the same to Floral Fruit Company (in accordance with Floral Fruit Company' instructions), and shall, upon request, certify in writing Applicant's compliance with the terms of this provision. After such destruction or delivery, Applicant shall Not retain any copies thereof.
10. Applicant agrees to supply statements from his/her professional advisors (banker, broker, accountant or attorney) verifying the above assets, and to furnish copies of Federal Income Tax Returns as filed for the last five years, if so requested by Floral Fruit Company.
11. Applicant understands and agrees that Floral Fruit Company is relying upon all the above information as a material factor in considering Applicant's application to become an FLORAL FRUIT COMPANY® franchisee, and Applicant therefore agrees to promptly Notify Floral Fruit Company of any material change in any of this information or any subsequent information provided to Floral Fruit Company.
12. Applicant understands and agrees that Floral Fruit Company may determine, at its sole discretion, that it is necessary to obtain a consumer, credit or other background report regarding the Applicant and/or Applicant's spouse in order to evaluate Applicant's eligibility to operate an FLORAL FRUIT COMPANY® franchise, and that Floral Fruit Company will Notify Applicant if such report(s) is/are to be obtained and will seek Applicant's authorization to obtain the report(s).
