<p>THIS BUYER CONFIDENTIALITY AGREEMENT (the Agreement) is executed by the Buyer in consideration of Seller providing to Buyer, its agents and representatives Confidential Information and Trade Secrets (as each is defined below) related to Seller and Seller's Business.&nbsp;Buyer hereby covenants and agrees as follows:</p><p>1.&nbsp;&nbsp;&nbsp;Confidential Information.&nbsp;For a period of two years from the date of this Agreement, Buyer will not, either directly or indirectly,:</p><p>A.&nbsp;&nbsp;&nbsp;use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</p><p>B.&nbsp;&nbsp;&nbsp;distribute, disclose or disseminate any Confidential Information to any third party, except to Buyer's professional advisors (however, Buyer shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</p><p>2.&nbsp;&nbsp;&nbsp;Trade Secrets.&nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Florida law, Buyer will not, either directly or indirectly,:</p><p>A.&nbsp;&nbsp;&nbsp;use the Trade Secrets for any purpose other than evaluating the feasibility of purchasing the Business; or</p><p>B.&nbsp;&nbsp;&nbsp;distribute, disclose or disseminate any Trade Secrets to any third party, except to Buyer's professional advisors (however, Buyer shall remain liable for any unauthorized use or disclosure of the Trade Secrets by such professional advisors).</p><p>3.&nbsp;&nbsp;&nbsp;Interference with Business.&nbsp;Buyer shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</p><p>4.&nbsp;&nbsp;&nbsp;Definitions.</p><p>A.&nbsp;&nbsp;&nbsp;"Confidential Information" means all information disclosed or made available to Buyer regarding Seller and the Business, including all financial information, asset and equipment lists, customer and vendor lists, and employee information.&nbsp;Confidential Information does not include Seller information to the extent that such information:&nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Buyer's possession prior to disclosure by Seller or Seller's representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Buyer's organization by personnel not having access to such information.</p><p>B.&nbsp;&nbsp;&nbsp;"Trade Secrets" means information disclosed to Buyer under this Agreement which rises to the level of a trade secret under the Florida Uniform Trade Secrets Act, as amended from time to time.</p><p>C.&nbsp;&nbsp;&nbsp;"Buyer" means the person or persons executing this Agreement and includes any entity controlled or under common control by the signatories, whether or not now in existence.</p><p>D.&nbsp;&nbsp;&nbsp;"Seller" means the owner or owners of the Business.</p><p>E.&nbsp;&nbsp;&nbsp;"Business" means the business identified in the signature block below.</p><p>5.&nbsp;&nbsp;&nbsp;Reasonability of Restrictions.&nbsp;Buyer expressly acknowledges and agrees that with respect to all restrictions on Buyer contained in this Agreement, (i) Buyer has read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller's Business; (iii) Buyer is bound by and will adhere to the restrictions; and (iv) failure of Buyer to adhere to these restrictions will result in damages to Seller for which Buyer will be liable.</p><p>6.&nbsp;&nbsp;&nbsp;Return of Confidential Information and Trade Secrets.&nbsp;Buyer shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Selling Broker within fourteen days upon notification from Broker or immediately in the event that Buyer does not close on a purchase and sale of the Business.&nbsp;</p><p>7.&nbsp;&nbsp;&nbsp;Communications.&nbsp;Buyer shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business through Selling Broker.&nbsp;Buyer shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp;Buyer shall not visit the business without the express permission of Listing Broker.</p><p>8.&nbsp;&nbsp;&nbsp;Miscellaneous.&nbsp;Buyer acknowledges that Seller and Listing Broker are intended third party beneficiaries of this Agreement.&nbsp;&nbsp;Therefore, in the event of breach of this Agreement, Seller and Listing Broker shall be entitled to collect its expenses of litigation, including its reasonable attorneys fees, from the defaulting party or parties.&nbsp;Buyer agrees that this Agreement shall be construed and enforced in accordance with the laws of the State of Florida and that venue for any such action shall be in the County in which the principal office of the Business is located.&nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement, without the requirement of posting a bond or other security.&nbsp;This Agreement contains the entire understanding of Buyer and Seller with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of Buyer and Seller relating to the subject matter hereof.&nbsp;If Buyer is an entity, then the person signing on behalf of Buyer shall also be bound individually.&nbsp;For the purposes of this Agreement, Listing Broker is the Broker that has listed the Business for sale and Selling Broker is the Broker that will introduce Buyer to the Business.&nbsp;The parties acknowledge that the identity of Listing Broker may remain confidential prior to a entering into a purchase agreement for the sale of the Business.</p><p>9.&nbsp;&nbsp;&nbsp;Severability.&nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.&nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</p><p>10.&nbsp;&nbsp;&nbsp;Survival.&nbsp;This Agreement does not obligate Buyer to purchase the business or any of the assets of the business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement.&nbsp;In the event that Buyer purchases the business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and the Purchase Agreement, the terms of the Purchase Agreement shall govern.</p><p>11.&nbsp;Counterparts.&nbsp;This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute the agreement of the parties, notwithstanding that each is not a signatory to the same counterpart.&nbsp;A counterpart may be delivered via telecopy, and the telecopy received will be deemed to be an original.&nbsp;Each party that has a copy of this Agreement with an original signature shall retain such copy in safe keeping and shall produce it upon request.</p><p>12.&nbsp;Brokerage Relationship.</p><p>TRANSACTION BROKER NOTICE</p><p><br></p><p>FLORIDA LAW REQUIRES THAT REAL ESTATE LICENSEES OPERATING AS TRANSACTION BROKERS DISCLOSE TO BUYERS AND SELLERS THEIR ROLE AND DUTIES.</p><p><br></p><p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a transaction broker, We Sell Restaurants, Inc. and its Associates, provides to you a limited form of representation that includes the following duties:</p><p>&nbsp;</p><p>1. Dealing honestly and fairly;</p><p>2. Accounting for all funds;</p><p>3. Using skill, care, and diligence in the transaction;</p><p>4. Disclosing all known facts that materially affect the value of residential real property and are not readily observable to the buyer;</p><p>5. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee otherwise in writing;</p><p>6. Limited confidentiality, unless waived in writing by a party. This limited confidentiality will prevent disclosure that the seller will accept a price less than the asking or listed price, that the buyer will pay a price greater than the price submitted in a written offer, of the motivation of any party for selling or buying property, that a seller or buyer will agree to financing terms other than those offered, or of any other information requested by a party to remain confidential; and</p><p>7. Any additional duties that are entered into by this or by separate written agreement.</p><p>&nbsp;</p><p>Limited representation means that a buyer or seller is not responsible for the acts of the licensee. Additionally, parties are giving up their rights to the undivided loyalty of the licensee. This aspect of limited representation allows a licensee to facilitate a real estate transaction by assisting both the buyer and the seller, but a licensee will not work to represent one party to the detriment of the other party when acting as a transaction broker to both parties.</p>