Agreement for a period of two (2) years thereafter, it covenants that they shall not, for itself, or through,
on behalf of, or in conjunction with any person, or legal Entity: (i) divert or attempt to divert any present
or prospective Franchisee (or anyone who was a prospective Franchisee 12 months before such date), to
any competitor, by inducement or otherwise, or do or perform, any other act injurious or prejudicial to
the goodwill associated with the Marks and the Global Master System or (ii) employ or seek to employ
any person who is or has been within the previous six (6) days employed by Global or induce such
person to leave his or her employment
11.4 Exceptions to Non-Compete Covenants. Sections 11.1, 11.2 and 11.3 shall not apply to
ownership by Master Licensee or a Master Licensee Owner of a less than five percent (5%) beneficial
interest in the outstanding equity securities of any Competitive Business registered under any nationally
recognized security exchange.
11.5 Reducing Scope of Covenants. Global shall have the right, in its sole discretion, to reduce
the scope of any covenant set forth in Sections 11.1 and 11.2, or any portion thereof, without Master
Licensee's consent, effective immediately upon receipt by Master Licensee of written notice thereof,
and Master Licensee agrees that it shall comply forthwith with any covenant as so modified, which shall
be fully enforceable.
11.6 Enforceability of Covenants Not Affected by Master Licensee Claims. The existence of
any claims Master Licensee may have against Global, whether or not arising from this Agreement, shall
not constitute a defense to the enforcement by Global of the covenants in this Article 13. Master
Licensee shall pay all costs and expenses (including reasonable attorneys' fees) incurred by Global in
connection with the enforcement of this Article 13.
11.7 Covenants from Individuals. Master Licensee shall obtain and furnish to Global executed
covenants similar in substance to those set forth in this Article 13 from all Franchisees and all Master
Licensee Owners. Every covenant required by this Section 11.7 shall be in a form acceptable to Global,
and shall include, without limitation, a designation of Global as a third party beneficiary of the
covenants with the independent right to enforce them.
11.8 Breach of Covenants Causes Irreparable Injury. Master Licensee acknowledges that the
violation of any covenant in this Article 13 would result in irreparable injury to Global for which no
adequate remedy at law may be available, and Master Licensee consents to the issuance of, and agrees
to pay all court costs and reasonable attorneys' fees incurred by Global in obtaining, without the posting
of any bond, an ex parte or other order for injunctive or other legal or equitable relief with respect to
such conduct or action.
12. INDEPENDENT CONTRACTOR AND INDEMNIFICATION
12.1 No Fiduciary Relationship and Independent Contractor. This Agreement does not create
a fiduciary relationship between the Parties. Each Party shall be an independent contractor to the other,
and nothing in this Agreement is intended to constitute or appoint either Party an agent, legal
representative, subsidiary, joint venturer, partner or employee of the other for any purpose whatsoever.