Is a Chem Dry franchisee allowed to use Confidential Information in another business?

no circumstance will CDI be obligated to reimburse FRANCHISEE for any loss of revenue or goodwill associated with any modified or discontinued Marks or for any expenditures made by FRANCHISEE to promote a modified or substitute trademark or service mark.

5. CONFIDENTIAL INFORMATION

1. CDI possesses (and will continue to develop and acquire) certain confidential information relating to, without limitation, the methods, techniques, formats, specifications, procedures, information, systems, sales and marketing techniques and knowledge of and experience in the development, operation and franchising of CHEM-DRY Businesses (the "Confidential Information"). CDI will disclose the Confidential Information to FRANCHISEE in the training program, the Manual and/or in guidance furnished to FRANCHISEE. FRANCHISEE acknowledges that the Confidential Information is proprietary and/or involves trade secrets of CDI and that FRANCHISEE will not acquire any interest in the Confidential Information, other than the right to utilize it as CDI specifies in the operation of the BUSINESS during the term of this Agreement. FRANCHISEE acknowledges and agrees that the Confidential Information is disclosed to FRANCHISEE only on the condition that FRANCHISEE agrees, and FRANCHISEE in fact does agree, that FRANCHISEE:

• a. will not use or disclose Confidential Information in or to any other business or in any capacity;
• b. will keep each item deemed to be part of Confidential Information absolutely confidential, both during and after this Agreement's Term;
• c. will not make unauthorized copies of any Confidential Information disclosed via electronic medium or in written or other tangible form; and
• d. will require each employee of the BUSINESS, at the time of employment, to sign a confidentiality agreement agreeing to maintain the confidentiality of the Confidential Information. CDI has the right to regulate the form of agreements that FRANCHISEE uses.
• 1. FRANCHISEE agrees that the list of FRANCHISEE's current customers, former customers and those who have inquired about the services provided by the BUSINESS (the "Customer List") shall be included in the Confidential Information, shall be the property of CDI and shall constitute a trade secret of CDI. FRANCHISEE agrees that it does not own the Customer List and that it will not disclose the Customer List, or any portion thereof, to any person or entity other than CDI or its designee, either during the term of this Agreement or thereafter. FRANCHISEE agrees to only use the Customer List in the operation of the BUSINESS and in accordance with this Agreement.
• 1. Confidential Information does not include information, knowledge, or know how which FRANCHISEE can demonstrate lawfully came to FRANCHISEE'S attention before CDI provided it to FRANCHISEE directly or indirectly; which, at the time CDI disclosed it to FRANCHISEE, already had lawfully become generally known in the industry through publication or communication by others (without violating an obligation to CDI); or which, after CDI discloses it to FRANCHISEE, lawfully becomes generally known in the industry through publication or communication by others (without violating an obligation to CDI). However, if CDI includes any matter in Confidential Information, anyone who claims that it is not Confidential Information carries the burden of proof that one of the exclusions provided in this paragraph applies.
• 1. All ideas, concepts, techniques, or materials relating to a CHEM-DRY Business, whether protectable intellectual property and whether created by or for FRANCHISEE or FRANCHISEE'S Owners or employees, must be promptly disclosed to CDI and will be deemed to be CDI's sole and exclusive property, part of the Franchise System, and works made-for-hire for CDI. To the extent that any item does not qualify as a "work made-for-hire" for CDI, by this paragraph FRANCHISEE hereby assigns ownership of that item, and all related rights to that item, to CDI and agrees to take whatever action (including signing assignment or other documents) CDI requests to evidence CDI's ownership or to help CDI obtain intellectual property rights in the item.

6. EXCLUSIVE RELATIONSHIP/ COMPETITIVE BUSINESS

1. FRANCHISEE acknowledges and agrees that CDI would be unable to protect the Confidential Information against unauthorized use or disclosure if franchisees of CHEM-DRY Businesses were permitted to hold interests or otherwise participate in or promote any Competitive Business (as defined below).

• 1. FRANCHISEE therefore agrees that during the term of this Agreement, neither FRANCHISEE, nor any Owner, manager, officer, partner or director of FRANCHISEE, if an Entity, and any of their respective spouses and adult offspring shall:
  • a.

Source: Item 23 — Receipts (FDD pages 68–264)