Burger King 2009 Annual Report Download - page 134

11. Confidentiality. Executive agrees that during his employment with the Company and thereafter, Executive will not, directly or indirectly (i) disclose
any Confidential Information to any Person (other than, only with respect to the period that Executive is employed by the Company, to an employee of the
Company who requires such information to perform his or her duties for the Company), or (ii) use any Confidential Information for Executive’s own benefit
or the benefit of any third party. “Confidential Information” means confidential, proprietary or commercially sensitive information relating to (i) the
Company or its Affiliates, or members of their management or boards or (ii) any third parties who do business with the Company or its Affiliates, including
franchisees and suppliers. Confidential Information includes, without limitation, marketing plans, business plans, financial information and records,
operation methods, personnel information, drawings, designs, information regarding product development, other commercial or business information and
any other information not available to the public generally. The foregoing obligation shall not apply to any Confidential Information that has been
previously disclosed to the public or is in the public domain (other than by reason of a breach of Executive’s obligations to hold such Confidential
Information confidential). If Executive is required or requested by a court or governmental agency to disclose Confidential Information, Executive must
notify the General Counsel of the Company of such disclosure obligation or request no later than three (3) business days after Executive learns of such
obligation or request, and permit the Company to take all lawful steps it deems appropriate to prevent or limit the required disclosure.
12. Non−Competition. Each of the Company and Executive agrees that Executive will have a prominent role in the management of the business, and the
development of the goodwill, of the Company and its Affiliates, and will establish and develop relations and contacts with the principal franchisees,
customers and suppliers of the Company and its Affiliates throughout the world, all of which constitute valuable goodwill of, and could be used by
Executive to compete unfairly with, the Company and its Affiliates. Executive agrees that during his employment with the Company and for the period of
one (1) year following Executive’s Separation from Service with the Company, Executive shall not directly or indirectly engage in any activities that are
competitive with any business conducted by the Company and Executive shall not, directly or indirectly, become employed by, render services for, engage
in business with, serve as an agent or consultant to, or become a partner, member, principal, stockholder or other owner of, any Person or entity that engages
in the quick serve restaurant business, provided that Executive shall be permitted to hold a one percent (1%) or less interest in the equity or debt securities of
any publicly traded company.
13. Non−Solicitation. During the period of Executive’s employment with the Company and for the one (1)−year period following Executive’s Separation
from Service with the Company, Executive shall not, directly or indirectly, by himself or through any third party, whether on Executive’s own behalf or on
behalf of any other Person or entity, (i) solicit or endeavor to solicit, employ or retain, (ii) interfere with the relationship of the Company or any of its
Affiliates with, or (iii) attempt to establish a business relationship with (A) any natural person who is or was (during Executive’s employment with the
Company) an employee or engaged by the Company to provide services to it, or (B) any Person who is or was (during Executive’s employment with the
Company) a franchisee of the Company or any of its Affiliates. 10