Is Aerus required to show actual or threatened harm to obtain an injunction against a franchisee violating the confidentiality terms?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
to other franchisees or developers.
- C. This Section 19 shall survive the expiration or termination of this Agreement. No claim Franchisee may have against Company, whether or not arising from this Agreement, shall constitute a defense to the enforcement by Company of the covenants provided for in this Section. Franchisee acknowledges that a violation of the terms of this Section would result in irreparable injury to Company for which no adequate remedy at law may be available, and, notwithstanding any general requirement to arbitrate disputes, Franchisee accordingly consents to the issuance of an injunction prohibiting any conduct by Franchisee in violation of the terms of this Section without the necessity of showing actual or threatened harm, likelihood of success on the merits of the claims and without being required to furnish a bond or other security. Franchisee agrees to pay all court costs and reasonable attorneys' fees incurred by Company in connection with the enforcement of this Section 19, including payment of all expenses for obtaining specific performance of, or an injunction against violation of, the requirements of this Section.
- D. For breach of the covenants in this Section 19, which are made in consideration of the specialized training and Confidential Information described above, and due to the difficulty of establishing the precise amount of damages for breach of these covenants, in addition to the other remedies provided for in this Agreement or otherwise available to Company, Franchisee and Franchisee's principals who comm
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, Aerus is not required to demonstrate actual or threatened harm to obtain an injunction against a franchisee who violates the confidentiality terms outlined in Section 19 of the franchise agreement. The document states that franchisees acknowledge that violating these terms would cause irreparable injury to Aerus, for which monetary compensation would be inadequate. Therefore, franchisees consent to an injunction prohibiting any conduct violating these terms, without Aerus needing to prove actual or threatened harm or provide a bond.
This provision significantly benefits Aerus, as it streamlines the process of enforcing confidentiality agreements. Typically, to secure an injunction, a company must prove it will suffer irreparable harm if the injunction is not granted. However, Aerus has contractually eliminated this requirement, making it easier and faster for them to stop franchisees from disclosing confidential information.
Furthermore, the franchisee is responsible for covering all court costs and reasonable attorney's fees Aerus incurs while enforcing Section 19, including expenses related to obtaining specific performance or an injunction. In addition to other available remedies, franchisees and their principals who breach these covenants agree to pay Aerus $5,000 per occurrence, acknowledging this amount as a reasonable estimate of the damages Aerus would incur. This combination of injunctive relief, cost recovery, and liquidated damages provides Aerus with strong protection for its confidential information.