What does the Clean Your Dirty Face franchise agreement say about confidentiality?
Clean_Your_Dirty_Face Franchise · 2025 FDDAnswer from 2025 FDD Document
Covenantor acknowledges and agrees that the Confidential Information is confidential to and a valuable asset of Franchisor. The Confidential Information will be disclosed to Covenantor solely on the condition that Covenantor agrees to the terms and conditions of this Agreement. Covenantor therefore agrees that during the term of the Franchise Agreement and thereafter, he or
Mud Franchising, LLC
she: (a) will not use the Confidential Information in any other business or capacity; (b) will maintain the absolute confidentiality of the Confidential Information; (c) will not make unauthorized copies of any portion of the Confidential Information disclosed or in written form; and (d) will adopt and implement all reasonable procedures prescribed from time to time by Franchisor and Franchisee to prevent unauthorized use or disclosure of or access to the Confidential Information.
Notwithstanding anything to the contrary contained in this Agreement, the restrictions on Covenantor do not apply to (a) disclosure or use of information, methods, or techniques which are generally known and used in the industry (as long as the availability is not because of a disclosure by Covenantor or Covenantor's agents, and such disclosure or use is not otherwise prohibited by this Agreement), provided that Covenantor has first given Franchisor written notice of his or her intended disclosure and/or use; and (b) disclosure of the Confidential Information in legal proceedings when Covenantor is legally required to disclose it, provided that Covenantor has first given Franchisor the opportunity to obtain an appropriate legal protective order or other assurance satisfactory to Franchisor that the information required to be disclosed will be treated confidentially.
Covenantor shall have no right to any confidential information related to any other business model for which Franchisor operates or offers franchises; however, if Covenantor receive any such confidential information from any source, including Franchisor or its affiliates, Covenantor will treat it as "Confidential Information" as defined in this Agreement. Covenantor further acknowledges and agrees that certain of Franchisor's affiliates or franchisees operating other business models may obtain information about CYDF Facial Bars, and such receipt does not impact the confidential nature of such information or the classification of such information as Confidential Information under the terms of this Agreement.
4. IN-TERM RESTRICTIVE COVENANT.
Covenantor acknowledges and agrees that Franchisor and Franchisee would be unable to protect the Confidential Information against unauthorized use or disclosure and Franchisor would be unable to achieve a free exchange of ideas and information among CYDF Facial Bars if persons authorized to use the Confidential Information were permitted to engage in, have ownership interests in, or perform services for Competitive Businesses. Covenantor therefore agrees that for as long as Covenantor is a director or officer of Franchisee and/or will have access to Confidential Information, neither Covenantor nor Covenantor's spouse shall (i) have any direct or indirect interest as a disclosed or beneficial owner in any Competitive Business; or (ii) perform services as a director, officer, member, employee, manager, consultant, lessor, representative, agent or otherwise for any Competitive Business. Covenantor further acknowledges that the restrictions contained in this Section will not hinder his or her activities or those of members of his or her immediate family under this Agreement or in general.
POST-TERM RESTRICTIVE COVENANT. 5.
Upon the first to occur of: (a) termination or expiration without renewal of the Franchise Agreement; or (b) the date as of which Covenantor is neither (i) a director or officer of Franchisee or (ii) an individual who will have access to Confidential Information (each of these events is referred to as a "Termination Event"), Covenantor agrees that for a period of two (2) years
commencing on the effective date of a Termination Event, neither Covenantor nor Covenantor's s
Source: Item 22 — CONTRACTS (FDD page 54)
What This Means (2025 FDD)
According to Clean Your Dirty Face's 2025 Franchise Disclosure Document, the franchise agreement places significant emphasis on protecting confidential information. The agreement requires franchisees (referred to as Covenantors) to acknowledge that the confidential information is a valuable asset of the franchisor and is disclosed only on the condition that the franchisee agrees to the terms and conditions outlined in the agreement. This includes not using the confidential information in any other business or capacity, maintaining its absolute confidentiality, and preventing unauthorized copies or access.
The definition of "Confidential Information" is broad, encompassing training and operations materials, system standards, methods, formats, specifications, systems, procedures, sales and marketing techniques, market research, strategic plans, knowledge of suppliers, computer software, operating results, customer information, and any other information designated as confidential by Clean Your Dirty Face. This extensive definition means that franchisees must be extremely careful in handling a wide range of information related to the Clean Your Dirty Face business.
There are limited exceptions to these confidentiality obligations. Franchisees can disclose or use information that is generally known and used in the industry, provided that its availability is not due to the franchisee's disclosure and Clean Your Dirty Face receives prior written notice. Disclosure is also permitted in legal proceedings if legally required, but only after Clean Your Dirty Face has the opportunity to obtain a protective order. These exceptions are fairly standard in franchise agreements, as they balance the need to protect proprietary information with the franchisee's need to operate their business and comply with legal requirements.
Furthermore, the agreement includes in-term and post-term restrictive covenants. During the term of the agreement, franchisees and their spouses are restricted from having any direct or indirect interest in any Competitive Business or performing services for them if they have access to confidential information. After termination or expiration of the franchise agreement, this restriction continues for two years. These covenants aim to prevent franchisees from using the confidential information they gained during their time with Clean Your Dirty Face to compete against the franchise system, which is a common practice in franchising to protect the brand and its proprietary information.