Dear Prospective HAPPY & HEALTHY PRODUCTS FRANCHISEE:

You have expressed an interest in learning more about the Happy & Healthy Products, Inc. Franchising Program. Happy & Healthy Products, Inc. ("H&H") has invested many years and considerable money in developing and improving its System for developing, distributing and marketing Fruitfull® Frozen Fruit Bars and related products. Much of the information about the H&H System is confidential. The main purpose of the agreement below is to ensure that your are not a competitor and that your desire to receive more information is legitimate. H&H is only willing to share confidential information about its Franchise System with bonafide franchise applicants who agree to neither make unauthorized disclosures of any of its confidential information nor to use it for any purpose other than evaluating its franchise offer.

AGREEMENT NOT TO DISCLOSE OR USE CONFIDENTIAL INFORMATION

1. I acknowledge that Happy & Healthy Products, Inc. ("H&H") will provide me with confidential information for my use in evaluating the H&H Franchise, and for my potential use in carrying on business under an H&H Franchise Agreement.
2. I warrant and represent to H&H that I am bonafide candidate for an H&H Franchise, that I am not already in the business of selling frozen fruit bars, and I am not an agent or representative of any business which sells frozen fruit bars.
3. I understand that this Agreement does not commit me to purchase a franchise; it is only intended to protect H&H's confidential information.
4. I acknowledge that if I violate this Agreement, H&H may take legal action to both enjoin my further disclosure or use of its confidential information, and to collect for damages, and that should H&H succeed in its suit, that I shall be obliged to pay all of the attorney's fees and costs H&H incurs as a result of my breach.