Does Canopy Lawn Care require franchisees to have employees sign non-disclosure agreements?
Canopy_Lawn_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
or expiration of the Agreement (unless such information is a Trade Secret in which case the requirements in this Section 14.1(c) will remain in place for as long as such information constitutes a Trade Secret) they: (1) will not use the Confidential Information or Trade Secrets in any other business or capacity or for their own benefit; (2) will maintain the absolute confidentiality of the Confidential Information and Trade Secrets; (3) will not make unauthorized copies of any portion of the Confidential Information or Trade Secrets; and (4) will adopt and implement all reasonable procedures Franchisor periodically requires to prevent unauthorized use or disclosure of the Confidential Information and Trade Secrets including requiring written non-disclosure and noncompetition agreements for those individuals as Franchisor may require and provide Franchisor, at Franchisor's request, with signed copies of each of those agreements. Franchisor will be designated as a third party beneficiary on such nondisclosure and noncompetition agreements.
- (d) Notwithstanding the foregoing, the restrictions on the disclosure and use of the Confidential Information will not apply to the following: (a) Confidential Information in the public domain after it was communicated to Franchisee through no fault of Franchisee, its owners, Designated Business Managers or employees; (b) Confidential Information in Franchisee's possession free of any obligation of confidence at the time it was communicated to Franchisee; or (c) the disclosure of the Confidential Information in judicial or administrative proceedings to the extent that Franchisee is legally compelled to disclose the information, if Franchisee has notified Franchisor before disclosure and used Franchisee's best efforts, and afforded Franchisor the opportunity, to obtain an appropriate protective order or other assurance satisfactory to Franchisor of confidential treatment for the information required to be so disclosed.
- (e) Notwithstanding any other provision of this Agreement, there may be certain, limited circumstances where applicable law allows for the disclosure of certain Trade Secrets, as specified in the Manual.
Source: Item 22 — CONTRACTS (FDD page 55)
What This Means (2025 FDD)
According to Canopy Lawn Care's 2025 Franchise Disclosure Document, franchisees are required to implement procedures to prevent unauthorized use or disclosure of confidential information and trade secrets. These procedures include requiring written non-disclosure and noncompetition agreements for individuals as Canopy Lawn Care may require. Canopy Lawn Care will provide franchisees with these agreements and, at their request, franchisees must provide Canopy Lawn Care with signed copies of each agreement. Canopy Lawn Care is designated as a third-party beneficiary on these non-disclosure and non-competition agreements.
This means that as a Canopy Lawn Care franchisee, you must ensure that your employees sign non-disclosure and non-competition agreements if Canopy Lawn Care requires it. This is to protect the confidential information and trade secrets of the Canopy Lawn Care system. The franchisor's designation as a third-party beneficiary gives them the right to enforce these agreements directly against your employees if necessary.
However, the restrictions on the disclosure and use of confidential information do not apply if the information is already in the public domain, was already in the franchisee's possession without any obligation of confidence, or if the franchisee is legally compelled to disclose the information in judicial or administrative proceedings, provided that Canopy Lawn Care is notified beforehand and given the opportunity to obtain a protective order. There may also be limited circumstances where applicable law allows for the disclosure of certain trade secrets, as specified in the Manual.
It is important for prospective franchisees to understand the scope of these non-disclosure and non-competition agreements and to ensure that they are able to comply with the requirements. Franchisees should also be aware of the exceptions to these restrictions and the circumstances under which confidential information and trade secrets may be disclosed.