Is the Licensee allowed to make the Aerus Software or Documentation available to any third party?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
e made available to Licensee under the Franchise Agreement. Licensee must provide, at Licensee's sole expense, the hardware, software and Internet or telecommunication connections meeting or exceeding the minimum operating specifications for the Software, as Licensor determines from time to time.
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- Licensee must use the Software and the Documentation only in the operation of Licensee's Franchised Business at the Approved Locations. Licensee may not modify, copy, translate, or reproduce in any form all or any part of the Software or the Documentation without Licensor's prior written consent, and in such event solely to the extent required for use of the Software and the Documentation in the operation of Licensee's Franchised Business. Any copies made under Licensor's direction must include any proprietary notices Licensor may request, including the statement "Copyright © AERUS FRANCHISING, LLC." Licensee must not make the Software or any Documentation available to any party except as described herein. Licensee must not, nor will Licensee allow any third party to, reverse engineer, decompile or otherwise recreate the Software or to reproduce or disclose any portion of the Documentation.
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- As between Licensor and Licensee, all copies of the Software and the Documentation, including any produced by Licensee with Licensor's consent, are and will remain Licensor's sole and exclusive property during and after the term of this Software License. Licensee acknowledges and agrees that Licensor may secure all or any part of the Software or the Documentation from Licensor's Affiliates and/or other third party licensors. Licensee agrees to
execute and deliver to Licensor any further contracts, agreements, reports and/or other documents Licensor requires.
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- Licensee understands and acknowledges that the Software and the Documentation contains Licensor's trade secrets and agrees, during the term of this Software License and thereafter, not to communicate, divulge or use the Software or the Documentation other than in the operation of Licensee's Franchised Business by Licensee and Licensee's employees. Licensee may divulge and allow access to the Software and the Documentation only to Licensee's employees who must have access in connection with their employment in Licensee's Franchised Business. At Licensor's request, Licensee will require and obtain execution of covenants concerning the confidentiality of the Software and the Documentation from any persons Licensee employs who have access to the Software.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, franchisees are restricted from making the software or documentation available to third parties, with specific exceptions. The franchisee can only allow access to the software and documentation to their employees who need it for their work within the Aerus franchised business.
Aerus franchisees must ensure their employees with access to the software and documentation sign confidentiality agreements if requested by Aerus. This protects Aerus's trade secrets and proprietary information. Franchisees must also take precautions to protect the confidentiality of the software and documentation, at least as rigorous as the measures they use to protect their own confidential information.
These measures include instructing employees that the software and documentation are Aerus's proprietary information and trade secrets. Franchisees are also prohibited from removing or altering any proprietary designations, including copyright notices, on the software, distribution media, or documentation. These restrictions remain in effect during and after the term of the software license.