In the Boulder Designs Non-Disclosure and Non-Competition Agreement, what parties are involved besides the franchisee?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
lished by documentary evidence that: (a) is now or subsequently becomes generally available to the public through no fault of the Individual; (b) the Individual can demonstrate was rightfully in its possession, without obligation of nondisclosure, prior to disclosure pursuant to this Agreement; (c) is
Boulder Designs® 1 Exhibit 2
independently developed without the use of any Confidential Information; or (d) is rightfully obtained from a third party who has the right, without obligation of nondisclosure, to transfer or disclose such information;
4. Confidentiality/Non-Disclosure
Individual shall not whether in person, in writing, through the Internet or online through Social Media sites and/or applications communicate or divulge to (or use for the benefit of) any other person, firm, association, or corporation, with the sole exception of Franchisee, now or at any time in the future, any of the Company's Trade Secrets or Confidential Information.
Individual's obligations under paragraph 4(a) of this Agreement shall continue in effect after termination of Individual's relationship with Franchisee as an employee, agent, officer, director, executive, manager or member of Franchisee or a holder of a legal or beneficial interest in Franchisee, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary, and Individual shall (and Franchisee is entitled to) communicate Individual's obligations under this Agreement to any future customer or employer of Individual to the extent deemed necessary by Franchisee for protection of Franchisee's rights and obligations herein.
5. Non-Competition
Individual agrees that for the period the Individual has a relationship with Franchisee and the period of two years after the Individual no longer has a relationship with Franchisee and has ceased engaging in the conduct stated below, Individual shall not, directly or indirectly, own an interest in, manage, operate, provide services to, carry on, be engaged in or take part in, or share in the earnings of any Competitive Business anywhere within (1) the greater of: (i) 25 miles of Franchisee's Approved Location as described in the Franchise Agreement; or (ii) the Territory, as detailed in Section 2.5 of the Franchise Agreement, also described as follows:
"Competitive Business" means any business that offers or provides (or grants franchises or licenses to others to operate a business that offers or provides) offers or sells engraved concrete signage or concrete landscaping products or other products or services that are the same as or similar to those sold by the Franchised Business or in which Trade Secrets or other Confidential Information could be used to the disadvantage of Franchisor, any Affiliate or Boulder Designs' other franchisees; provided, however, that the term "Competitive Business" shall not apply to (a) any business operated by Franchisee under a franchise agreement with Franchisor, (b) any business operated by a publicly-held entity in which Franchisee owns less than a 5% legal or beneficial interest.
Affiliate(s) (as defined in the Franchise Agreement) or any other franchisee.
Except as set forth in paragraph 5(a), "Affiliate" means any business entity that controls, is controlled by, or is under common control with Individual.
6. Miscellaneous
This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements, negotiations and discussions between Individual and Franchisee. This Agreement cannot be altered or amended except by an agreement in writing signed by the duly authorized representatives of the parties.
The Company reserves the right to reduce the scope of the obligations under the covenants contained in Articles 7 and 17 of the Franchise Agreement unilaterally and without the consent of any other person or entities effective upon giving notice thereof.
If all or any portion(s) of any provision(s) of this Agreement are held to be invalid, unreasonable, illegal or unenforceable under applicable law, such invalid, unreasonable, illegal or unenforceable portion(s) of any provision(s) shall be amended, limited or excluded from this Agreement to the minimum extent required by applicable law so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to the 2025 Boulder Designs Franchise Disclosure Document, the Non-Disclosure and Non-Competition Agreement involves several parties in addition to the franchisee. These include the "Individual," who could be an employee, agent, officer, director, executive, manager, or member of the franchisee, or someone holding a legal or beneficial interest in the franchisee. Boulder Designs Franchising, LLC, referred to as the "Company" in the agreement, is also a party to the agreement.
The agreement aims to protect Boulder Designs' confidential information and trade secrets by preventing the "Individual" from disclosing such information to any other person, firm, association, or corporation, with the sole exception of the franchisee. This obligation extends beyond the individual's relationship with the franchisee, meaning that even after they leave their position, they are still bound by the terms of the agreement. The franchisee is also entitled to communicate these obligations to any future customer or employer of the individual to protect their rights and obligations.
The agreement also includes non-competition clauses that restrict the "Individual" from engaging in any competitive business during their relationship with the franchisee and for two years after the relationship ends. A "Competitive Business" is defined as any business offering similar products or services to Boulder Designs or one that could use the company's trade secrets or confidential information to the disadvantage of Boulder Designs, its affiliates, or other franchisees. However, this does not apply to businesses operated by the franchisee under a franchise agreement with Boulder Designs or a publicly-held entity in which the franchisee owns less than a 5% interest.
Furthermore, the FDD defines "Covered Person" as (i) the individual executing this Agreement as Franchisee; (ii) each Owner, officer, director, manager, trustee, or general partner and Internal Manager of Franchisee and each Franchisee Affiliate if Franchisee is a Business entity; and (iii) the spouse, adult children, parents, collaterals, or siblings of the individuals included in (i) and (ii).