Does the Cinch I.T. Franchise Disclosure Document include a Spousal Non-Disclosure and Non-Competition Agreement?
Cinch_I_T Franchise · 2024 FDDAnswer from 2024 FDD Document
is Agreement determines that it would be unenforceable as written, its provisions shall be determined to be withheld, modified or limited to such extent or in such manner as is necessary for it to be valid and enforceable to the greatest extent possible.
[signatures on following page]
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as witnessed by their signatures below.
EMPLOYEE EMPLOYER
EXHIBIT H TO THE DISCLOSURE DOCUMENT CINCH FRANCHISE, LLC
SPOUSAL NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
SPOUSAL NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
This Agreement is made and entered into between CINCH FRANCHISE, LLC, a Massachusetts limited liability company, with its principal place of business at Mountain Street, Worcester, Massachusetts 01601 ("Franchisor") and 27 West , a/an with its principal place of business the spouse or domestic partner at of an ("Franchisee") and, owner of Franchisee ("Signer ") with a primary residence at
RECITALS
WHEREAS, Franchisor has developed, is using and is the owner of all rights in a unique system (hereinafter "CINCH I.T. SYSTEM") for the development and operation of a business which provides Information Technology Support Services under the trade name and mark CINCH I.T. (hereinafter "CINCH I.T.");
WHEREAS, CINCH I.T. SYSTEM includes but is not limited to certain trade names, trademarks, trade dress and logos including, but not limited to, the mark CINCH I.T., service marks, trade symbols, trade dress, signs, slogans, associated logos, designs, emblems, URLs, domain names, Website addresses, e-mail addresses, digital cellular addresses, wireless Web addresses and the like and copyrights and such other trade names and trademarks as Franchisor may develop in the future for the purposes of identifying CINCH I.T. SYSTEM, and such other distinguishing characteristics of CINCH I.T. SYSTEM including, without limitation, distinctive sales and marketing procedures; knowledge and procedures for providing business computer support, general I.T. support, and other technology related services; inventory, management and financial control methods; and training and assistance, all of which may be changed, improved and further developed by Franchisor from time to time ("Trade Secrets");
WHEREAS, Franchisor's Trade Secrets provide economic advantages to Franchisor and are not generally known to or readily ascertainable by proper means by Franchisor's competitors who could obtain economic value from knowledge and use of Franchisor's Trade Secrets;
WHEREAS, Franchisor has taken and intends to take all reasonable steps to maintain the confidentiality and secrecy of Franchisor's Trade Secrets;
WHEREAS, Franchisor and Franchisee desire to enter into a Franchise Agreement which will grant Franchisee a limited right to operate a Franchised Business within a territory using CINCH I.T. SYSTEM and Franchisor's Trade Secrets for a period defined in the Franchise Agreement ("Franchise Agreement");
Source: Item 23 — RECEIPTS (FDD pages 60–269)
What This Means (2024 FDD)
Yes, the 2024 Cinch I.T. Franchise Disclosure Document includes a Spousal Non-Disclosure and Non-Competition Agreement as Exhibit H. This agreement is between Cinch I.T., the franchisee, and the franchisee's spouse or domestic partner, referred to as the "Signer." The agreement acknowledges that Cinch I.T. owns the rights to its unique system for providing Information Technology Support Services under the Cinch I.T. trade name.
The Spousal Non-Disclosure and Non-Competition Agreement ensures that the spouse or domestic partner of the franchisee also agrees to maintain the confidentiality of Cinch I.T.'s trade secrets. The agreement states that the franchisee may disclose some or all of Cinch I.T.'s trade secrets to the Signer. In return, the Signer must keep the trade secrets confidential and use them only in connection with the franchisee's business. The Signer is prohibited from making copies of documents containing Cinch I.T.'s trade secrets without express written permission and cannot disclose these secrets to anyone.
Furthermore, the Signer agrees not to act in any way that could harm the goodwill associated with the Cinch I.T. system. Except where prohibited by law in the Signer's location, the Signer is restricted from involvement in any competing business during the term of the franchise agreement and for two years after its termination or expiration. These restrictions are in place to protect Cinch I.T.'s trade secrets and the integrity of its business model.
Prospective Cinch I.T. franchisees should carefully review Exhibit H with their legal counsel to fully understand the obligations and restrictions placed on their spouse or domestic partner. Franchisees should also be aware of the implications of these agreements and how they might affect their family members. It is also important to note the exceptions based on state law, which may limit the enforceability of certain provisions.