BP LEARNING SITE AGREEMENT

Accepting the terms below means that you agree to respect others, have fun and be professional when posting comments or other content. It also means that you will not copy, share or distribute anything on the site with anyone outside the company.

BOSTON PIZZA PRIVATE WEBSITE LICENSE AGREEMENT

THIS AGREEMENT is made among BOSTON PIZZA INTERNATIONAL INC. ("BPI"), you (the "User") and the franchisee of BPI of whom the User is an employee, director or officer (the "Franchisee"). WHEREAS, BPI provides one or more private websites containing trade secrets and confidential information intended by BPI to be available only to its employees, area developers, franchisees and others associated with the BPI System (defined below) for their use only in a fashion authorized by BPI. WHEREAS, the User is an employee, director, or officer of the Franchisee, and wants to have access to one or more of the Websites (defined below), in such capacity. WHEREAS BPI has agreed to allow the User to have access to one or more of the Websites on the terms and conditions herein. WHEREAS, the Franchisee wants the User to have access to one or more of the Websites and has agreed to be responsible for ensuring the User's compliance with this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each party acknowledges, BPI, the User and the Franchisee agree as follows:

1. Definitions

In this Agreement: "Affiliate" means any corporation which is Controlled by or which Controls BPI or any other corporation Controlled by, or which Controls BPI, whether such Control be direct or indirect. "BPI Manuals" means the copyrighted BPI System series of manuals owned by BPI, as revised by BPI from time to time, together with all computer media (e.g., information posted on any of the Websites, computer software and CD-Roms) and electronic communications via the Internet (e.g., email) provided, or made available, by BPI to the User or Franchisee, including, without limitation, the training materials that may be posted on, or that may be accessed via, one or more of the Websites from time to time. "BPI System" means the franchised system of full service, casual dining restaurants (the "BPI Restaurants") featuring pizza, pasta and other food specialities, beverages and forms of entertainment, which operate under one or more of the trade-marks of the Boston Pizza Royalties Limited Partnership and duly licensed to BPI; including, without limitation, procedures for developing new BPI Restaurants, preparing foods and beverages, conducting advertising and other marketing, training and ongoing administrative support to franchisees. "Control", "Controls" and "Controlled" includes, without limitation:"Franchise Agreement" means the written Franchise Agreement between BPI and the Franchisee, as amended from time to time and each renewal or replacement thereof. "Websites" means any one or more private websites administered by BPI or any of its Affiliates, and to which BPI now or in the future permits the User to access.

2. Limited License

BPI hereby grants to User a limited license, revocable by BPI in its sole discretion, to access and use one or more of the Websites, as determined by BPI in its sole discretion, in accordance with the terms of this Agreement.

3. Information Provided

Whenever the User provides any information to BPI through one or more of the Websites, the User irrevocably agrees that BPI may use that information in the same manner as the information provided by the Franchisee to BPI under the Franchise Agreement.

4. Consent to Collection, Use and Disclosure of PersonaL Information

The User acknowledges that BPI shall collect personal information from the User in several ways, such as through application forms, surveys, inspection reports, emails, communications between the Franchisee or the Users and BPI, from information submitted by the User through one or more of the Websites, and from information collected by BPI from references, search agencies, financial institutions, credit reporting agencies and other sources. The User acknowledges that any personal information collected about the User by BPI shall be used by BPI to provide services over one or more of the Websites, to protect the Confidential Information defined hereunder, and to ensure the User and the Franchisee comply with this Agreement and other applicable agreements and laws. The User also acknowledges that the User's personal information may be distributed to third parties including landlords, financial institutions, financial and legal advisors and government bodies for any of the same purposes. In addition, and without limiting the foregoing, BPI may disclose any information you provide to, on or through one or more of the Websites: The User irrevocably consents to BPI collecting, using and disclosing the User's personal information for any of the above purposes. The User grants BPI a non-exclusive, royalty free, perpetual, irrevocable, world wide and universal license to use and display all information and content provided by the User on one or more of the Websites and in any other medium and to perform all actions in relation to that content as BPI deems fit. BPI may delete or modify any of the content without notice and without reason.

5. Forums and Links to Other Web Sites

BPI is not responsible for, and shall not be liable for any damages caused by the information or comments provided on any of the Websites, web page modules or any web pages displaying information from sources other than BPI.

6. Monitoring

BPI has the right, but not the obligation, to monitor or log use of one or more of the Websites by one or both of the User and the Franchisee, to determine whether the User and the Franchisee are complying with this Agreement, and other agreements between BPI and the User or the Franchisee. The User irrevocably consents to such monitoring and collection of information. BPI may delete, remove or block access to any such information at any time without notice.

7. Confidential Information

The User acknowledges that BPI and its Affiliates are the owners of all proprietary rights in and to the materials and all information revealed in or through one or more of the Websites, including trade secrets, techniques, procedures, methods, menus, format and the BPI Manuals (collectively, the "Confidential Information"). The User acknowledges that the Confidential Information is highly confidential. The Confidential Information is revealed in strictest confidence and the User covenants to keep and respect the confidence so reposed. The User shall not use the Confidential Information for any purpose inconsistent with this Agreement or the Franchise Agreement, or reveal the Confidential Information to any person, firm, corporation or entity whatsoever, unless such information becomes public knowledge through no fault of the User. Subject to the following sentence, the User shall not copy or reproduce or permit to be copied or reproduced, any of the Confidential Information. The User may download information from one or more of the Websites if specifically authorized by BPI to do so on the website (the "Downloaded Information"). The User also acknowledges that various information shall be automatically downloaded and stored by the User's computer upon accessing one or more of the Websites (the "Automatic Downloads"). The Downloaded Information and the Automatic Downloads are Confidential Information and the User shall protect that information and all such electronic information in the same manner as set out above. The User acknowledges that:
(a) use of Confidential Information is also protected by the Franchise Agreement. If there is any conflict between this Agreement and the Franchise Agreement with regard to Confidential Information, then the Franchise Agreement shall prevail, and
(b) theft or misappropriation of trade secrets is subject to serious criminal sanctions and civil liability under applicable law, that the Confidential Information constitutes trade secrets, and that the theft or misappropriation of any information from one or more of the Websites shall be prosecuted to the full extent of the law.

8. Restriction of Liability

The Websites and the information contained thereat are provided "As Is" without warranty of any kind (expressed or implied) including, but not limited to, any warranty of merchantability, title, non-infringement, durability or fitness for a particular purpose. The material contained in one or more of the Websites may not be correct, accurate or reliable and may include technical inaccuracies or typographical errors. BPI does not warrant that the functions contained in the material on any of the Websites shall be uninterrupted or error free, that defects shall be corrected, or that the site or the server that makes it available are free of viruses or other harmful components. In no event shall BPI or any of its Affiliates or their officers, directors, shareholders, employees or representatives be liable to the Franchisee, the User or any third parties for any loss or injuries to earnings, profits, goodwill, data or otherwise, or for any incidental, special, punitive or consequential damages, or for any other damages of any sort whether arising in contract tort or otherwise, caused by or arising in connection with one or more of the Websites, including but not limited to loss associated with: The above limitation or exclusion may not apply to the extent that applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages.

9. ADMINISTRATOR STATUS

Upon the request of the Franchisee, BPI may designate one or more Users as an "Administrator", and grant them authority and capability to create accounts for new users of one or more of the Websites (each, a "New User"). If the User has been designated as an Administrator, then: (a) the User shall only create an account for a New User if: (i) that New User is an employee, director or officer of the Franchisee; (ii) the Franchisee has authorized the User to create an account for that New User; and (iii) the User explains to that New User the New User's rights and obligations under this Agreement; and (b) the User acknowledges and agrees that BPI may revoke the User's status as "Administrator" at any time without notice or liability.

10. User's Representations, WARRANTIES and Covenants

The User represents and warrants to, and covenants with, BPI that:

11. Franchisee's Representations and Covenants

The Franchisee represents to and covenants with BPI that the Franchisee:

12. Indemnity

The User shall maintain the security of its user name and password. The User and the Franchisee shall be jointly and severally responsible and liable for all activities conducted under the User's user name and password. The User and the Franchisee shall jointly and severally fully indemnify and hold BPI and its Affiliates and their officers, directors, shareholders, employees or representatives harmless from and against all claims, taxes, damages, costs (including lawyers' accounts) from any source or for any reason, including but not limited to claims arising in tort law, or relating directly or indirectly to the User's account(s) for one or more of the Websites, the User's access to one or more of the Websites as well as the User's breach of this Agreement.

13. Revocation of Right to Access

BPI has no obligation to provide or continue to provide access to any of the Websites. BPI reserves the right to deny the User access to any or all of the Websites from time to time or completely without notice.

14. Waivers

The failure of a party to insist upon the strict performance of any provision of this Agreement, or to exercise fully or at all any right, or remedy contained in this Agreement, shall not be construed as a waiver or a relinquishment by that party for the future of the right to insist upon full performance or exercise any such right or remedy.

15. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall attach only to such term or portion thereof, and the remaining portion of the term and all other terms of this Agreement shall continue in full force and effect. The parties shall negotiate in good faith to agree to a substitute term that shall be as close as possible to the intention of any term found to be invalid or unenforceable in whole or in part while being valid and enforceable. The invalidity or unenforceability of any provision in whole or in part any particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties in respect of use of any of the Websites by the User and there are no representations or warranties, express or implied, statutory or otherwise and no agreements collateral to this Agreement other than as expressly set out or referred to in this Agreement.

17. Assignment

Neither the User nor the Franchisee may assign this Agreement without the prior written consent of BPI. BPI may assign this Agreement without consent of either the User or the Franchisee.

18. Headings

In this Agreement, the headings are for convenient reference only, and do not form part hereof, and shall not affect how this Agreement is interpreted.

19. Further Assurances

Each party shall from time to time execute and deliver all other appropriate supplemental agreements and other instruments, and take any other action necessary, to give full effect to this Agreement and to make this Agreement legally effective, binding, and enforceable as between them and as against third parties.

20. Enurement

This Agreement shall be binding upon and shall enure to the benefit of the parties and their respective heirs, personal representatives, successors and permitted assigns. This Agreement does not need to be acknowledged or executed by BPI in order to be binding upon and enure to the benefit of BPI and its successors and assigns. Each of the Affiliates is also entitled to all benefits of BPI hereunder. This Agreement shall be deemed to have been made in the Province of British Columbia (the "Province") and shall be construed and interpreted according to the internal and substantive laws of the Province, which the parties hereby choose to be the proper law of this Agreement. The courts of the Province or the Federal Court, as appropriate, shall have jurisdiction to entertain any proceeding in respect of this Agreement, and the Franchisee and BPI each attorn to the jurisdiction of such courts in all matters related to this Agreement.

21. Other Agreements/Cross Default

If there is any conflict between this Agreement and the Franchise Agreement, the Franchise Agreement shall prevail. The Franchisee shall be deemed to have committed a "Material Default" of the Franchise Agreement if the Franchisee or the User: