Article 12

12.1 Affiliations. To maintain our confidentiality of marketing and operational plans and programs, commission rates and other information, you shall not during the term of this agreement (1) be a member of, or otherwise be associated with, any consortium or other organization engaged, directly or indirectly, in the purchase or arranging for the purchase of a competing business for or on behalf of its members, or (2) personally, directly or indirectly or through a family member, partner or affiliate, maintain any ownership or leasehold interest in or business affiliation with any franchise system other than our franchise oper ated under a direct franchise agreement from us, without our prior written consent, which consent may be withheld at our discretion with or without cause, or (3) authorize or allow independent contractors or any third party with whom you transact business to use or have access to our confidential marketing and operational plans and programs, without our prior written consent, which consent may be withheld with or without cause. However, you may be a member of, or otherwise be associated with trade associations or an association among you and us.

12.2 Confidentiality. You shall keep strictly confidential our marketing and operational plans and programs, suggested pricing, commission rates, proprietary materials or information access, retrieval, storage and management systems and other information contained in the Confidential Business Operation Manual or otherwise conveyed to you by us. if requested by us, you shall cause your officers, directors and employees to execute written agreements to keep such information strictly confidential.