What must a Clear Pest Pros franchisee do to maintain the confidentiality of the Confidential Information?

tranet website and its contents;

• i. sales guidelines and strategies for developing business relationships in the insurance industry;
• j. The Customer Information, as defined in Section 5.B below; and
• k. Any other information we deem confidential.
• 1. You acknowledge and agree that you do not acquire any interest in Confidential Information, other than the right to utilize that which is disclosed to you in operating the Clear Pest Pros Business during the term of this Agreement, and that the use or duplication of any Confidential Information in any other business would constitute an unfair method of competition. You also acknowledge and agree that the Confidential Information is proprietary, includes our trade secrets, and is disclosed to you only on the condition that you promise to, during and at all times after the term of this Agreement:
  • a. not use Confidential Information in any other business or capacity;
  • b. maintain the absolute confidentiality of Confidential Information;
  • c. not make unauthorized copies of any portion of Confidential Information disclosed via electronic medium or in written or other tangible form;
  • d. adopt and implement all reasonable procedures that we prescribe from time to time to prevent unauthorized use or disclosure of Confidential Information, including, without limitation, restrictions on disclosure to employees of the Clear Pest Pros Business and others; and
  • e. immediately upon the expiration of termination of this Agreement, return and cease using in any way all Confidential Information and provide us with immediate access to all computer or other electronic or other storage media, including without limitation, hard drives, memories, CDs, floppy disks,

DVDs, zip drives, PDAs, jump drives or other peripheral drives and memory cards, containing any Confidential Information for the purpose of removing such Confidential Information or, if mutually agreed upon, surrender such devices to us.

• 1. The foregoing restrictions will not apply to the information that:
  • a. is now public knowledge or hereafter becomes public knowledge through no fault of yours;
  • b. is properly provided to you without restriction by a third party having no such restriction;
  • c. is required to be disclosed by order of a competent court or governmental authority, provided, however, that you provide us with prompt written notice of any claim or litigation that could give rise to such a requirement, you furnish only that portion of the Confidential Information that you are required to disclose, and you advise the governmental authority of your confidentiality obligations under this Agreement and seek to obtain appropriate protective orders or other assurance satisfactory to us of confidential treatment for the information required to be so disclosed.
• 1. You must disclose to us all ideas, concepts, methods, techniques and products concerning the development and operation of Clear Pest Pros Business that you, the Managing Owner, the Designated General Manager, or employees conceive or develop during the term of this Franchise Agreement. We shall own the rights to all such ideas, concepts, methods, techniques and products, regardless of the source, and you must grant to us and agree to procure from your affiliates, owners or employees a perpetual, exclusive and worldwide right to use such ideas, concepts, methods, techniques and products concerning the development and operation of the Clear Pest Pros Business that you or your employees conceive or develop during the term of this Agreement. You must sign all documents we request to evidence our ownership or to assist us in securing intellectual property rights in such ideas, concepts, techniques or materials.

Source: Item 22 — CONTRACTS (FDD pages 67–68)