This Agreement ("Agreement"), between the undersigned ("User") and Yum Restaurant Services Group, Inc. (together with its parent, subsidiaries, and affiliates, referred to as "Yum"), concerns access to and use of Yum's electronic computing and/or communications systems (including but not limited to various internet, intranet, email, and voice mail) ("E Systems"). For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, User agrees as follows:

1. That the E Systems are owned by Yum, that Yum reserves the right to monitor use of the E Systems, that neither User nor its employees or agents should have any expectation of privacy with regard to use of the E Systems, and that all information appearing on the E Systems (except for authorized information provided by User or information publicly disclosed by Yum) will be considered as Yum confidential information ("Confidential Information").

2. That User will maintain strict control of all usernames, passwords, and access lists it is given to the E Systems among only those of its current employees or other authorized users as are necessary to have access to the E Systems, to immediately remove such access for those persons no longer authorized, and to inform Yum immediately if there is reason to believe there is unauthorized access. User agrees to cause all who gain access to the E Systems through User to keep strictly confidential all Confidential Information, to not to use the E Systems except for the benefit of the Yum System, and to not attempt to introduce a virus or otherwise to attempt to alter, destroy or damage the E Systems.

3. That User will use the E Systems completely at its own risk, and that it will be liable to Yum for any damages incurred by Yum as a result of User's violation of these E System requirements, whether by User, or by User's current or former employees or agents, or others who gain access through User or its current or former employees or agents.

4. That if Yum grants User a shared access directory with Yum, User agrees to update its access list (which list will be in the form of a report or profile generated from the Yum's personnel database) to the E Systems every day in which there is a change in persons who should be on the list, and to forward such update on the same day to Yum; as an alternative, if requested by User and for such time as Yum's consent is in effect, User may instead grant Yum access to User's payroll or comparable system so that Yum updates the E Systems access list of User to remove employees who have left User. User also agrees to respond within 5 business days to Yum's request that User confirm that User's existing access list provided by Yum is still valid, and Yum reserves the right to suspend or deny access if it is not satisfied with the form and documentation for such confirmation.

5. That User is responsible for the costs it incurs to connect with the E Systems (such as, but not limited to, the costs of the System User's computers, modems, software, and Internet access fees by service providers). Yum is not obligated to provide, or to continue to provide, any particular form of access.

6. That this is the entire agreement of the parties concerning this subject matter, and that the laws of New York, --United States of America, will govern this Agreement. All Users located outside the United States consent to the jurisdiction in the appropriate federal or state court in New York.