CONFIDENTIALITY AGREEMENT

This CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into on this _______ day
of , 2015 by and between Miami Subs Franchising Corporation and all its subsidiaries and affiliates all of
which are hereafter referred to as MSFC; and (“Interested Party”). RECITALS WHEREAS, MSFC owns a
unique and distinctive format and system (the “System”) relating to the establishment and operation of
restaurants operating under the Miami Subs Grill and Miami Grill marks; and WHEREAS, (“Interested
Party”) wishes to be granted access to certain confidential information related to MSFC and the System;
and WHEREAS, MSFC is willing to disclose such confidential information to “Interested Party” subject to
the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of MSFC’s consent to
give “Interested Party” access to the operations and confidential information, the parties agree as
follows: 1. For purposes of this Agreement, “Confidential Information” means: (a) any and all
information, knowledge, or know how relating to MSFC, MSFC’s affiliates, and the System, which may be
communicated to (“Interested Party”) prior to, on, or after the date of this Agreement, whether
communicated in writing, orally, electronically, by inspection, or by sample, exhibit, demonstration, or
by other means; and (b) any information, report, or material prepared by him which is derived from any
information, knowledge, or know how described above. Confidential Information may include, but is not
limited to, proprietary recipes, formulae, processes, finished or partially finished products and/or
information relating to MSFC’s marketing plans and promotional materials relating to the System. The
foregoing list of confidential matter is illustrative only and does not necessarily include all matters
considered confidential by MSFC. Confidential Information shall not include any information that is
“publicly available” other than as a result of a violation of this Agreement. 2. The parties acknowledge
and agree that nothing in this Agreement shall obligate either party to enter into a contract or other
business relationship with the other party. 3. (“Interested Party”) shall not, at any time, without MSFC’s
prior written consent; (a) copy any Confidential Information; (b) communicate, disclose, or otherwise
divulge and Confidential Information to any other person or legal entity; or (c) use any Confidential
Information for it’s benefit or the benefit of any other person or legal entity. 4. (“Interested Party”)
acknowledges that all Confidential Information is, and shall treat all Confidential Information as, the
property of MSFC and upon MSFC request, (“Interested Party”) shall promptly: (a) return to MSFC all
documents containing such Confidential Information, including, without limitation, any and all copies
thereof (regardless of whether such copies were permitted under this Agreement); and (b) erase or
destroy any of such Confidential Information contained in the computers or data storage devices under
the control of (“Interested Party”) (regardless of whether placement on such computers or data storage
devices was permitted under this Agreement). 5. (“Interested Party”) acknowledges that: (a) any
violation of this Agreement by it will cause MSFC irreparable harm for which no adequate remedy at law
may be available; and (b) MSFC‘s subsidiaries and affiliates are third-party beneficiaries of this
Agreement with the independent right to enforce this Agreement. Accordingly, (“Interested Party”)
consents to the issuance of an injunction to prevent or to halt any violation of this Agreement.
(“Interested Party”) shall reimburse MSFC upon demand for all costs incurred by MSFC and/or MSFC’s
subsidiaries and affiliates in enforcing or obtaining remedies for the violation of this Agreement,
including but not limited to attorneys’ fees and court costs. 6. (“Interested Party”) acknowledges that
any claim it may have against MSFC shall be a separate matter and shall not entitle it to violate, or justify
any violation of, this Agreement. If any part of this Agreement is held invalid by a court or agency, the
rest of this Agreement shall remain enforceable, and the part held invalid shall be enforceable to the
extent found reasonable by the court or agency. This Agreement may be modified only by mutual
agreement of the parties executed in writing. 7. (“Interested Party”) agrees to take appropriate
precautions to ensure that only those employees of his who are directly involved in counseling, advising
and assisting MSFC have access to the Confidential Information and any copies thereof, that such
employees are fully advised of the confidentiality, non-disclosure and other provisions of this
Agreement, and such employees execute covenant that they be bound by the terms of this Agreement.
8. From time to time, (“Interested Party”) may develop new trade secrets (for example, recipes) or
modify existing trade secrets for MSFC. All such new or modified trade secrets or processes are deemed
“Confidential Information” for the purpose of this Agreement, and all right, title, and ownership in and
to such trade secrets shall belong solely to MSFC. (“Interested Party”) agrees to cooperate with MSFC by
providing to MSFC written details regarding such trade secrets (including for example recipes, ingredient
lists and details, the method of manufacturing the product, etc.). 9. The interpretation and enforcement
of this Agreement shall be governed exclusively by the laws of the State of Florida, without reference (or
giving effect) to Florida choice of law rules. IN WITNESS WHEREOF, the parties have executed this
Agreement on the date first written above. MIAMI SUBS FRANCHISING CORPORATION Signature Printed
Name Title Signature Printed Name Title