10.1 Upon the Effective Date and subject to the payment by the Franchisee of the Initial Fee, the Franchisor shall provide the Franchisee with the relevant Know-How, such as, for example, written technical information, the Manual, other information relating to the System and the IP Rights and their utilization.

Insofar as such Know-how shall be delivered in a material form or recorded in a material form, such materials shall remain the property of the Franchisor and must be returned to the Franchisor on termination or expiration of this Contract.

The know-how consists of all confidential, valuable and proprietary information, experiences, operating techniques and other knowledge and all physical matters – such as the manual, drawings, specifications, data, calculations, catalogues, designs and the like – relating to the system.

Operations manuals, promotional and advertising materials, training films and videos, forms, architectural plans, and computer programs developed and used by franchisors are likely to be considered copyrightable work within the definition of the applicable nation’s copyright laws. All materials used by the franchisor that constitute “original works” may be protected by such copyright laws.

The franchisee is thus obligated to take all reasonable steps to protect the confidentiality of the franchisor’s proprietary training materials and operations manuals (such confidentiality obligation is stipulated below as to apply to any information delivered by the franchisor to the franchisee).

[Page29:]