factual

What is the scope of the Confidentiality Agreement regarding the use of the Closet Storage Concepts System?

Closet_Storage_Concepts Franchise · 2025 FDD

Answer from 2025 FDD Document

    1. The Franchisor, as the result of the expenditure of time, skill, effort and resources, has developed and owns a distinctive format and system (the "System") relating to the establishment and operation of Closet & Storage Concepts businesses.

The Franchisor possesses certain proprietary and confidential information relating to the operation of the System, which includes proprietary trade secrets, specifications, security protocols, computer hardware and systems, technology and equipment used, methods of business practices and management, research and development, training processes, operational manuals, presentation materials, vendor agreements, supplier lists, vendor lists, marketing and merchandising strategies, plans for new product or service offerings, and knowledge of, and experience in, the operation of the Franchised Business (the "Confidential Information").

Confidential Information shall also expressly include all customer and franchisee personal and business information that I obtain or have access to during my employment, as well as the confidential information of any other third parties to whom the Franchisor owes a duty of confidentiality.

Further, any and all information, knowledge, know-how, and techniques which the Franchisor specifically designates as confidential shall be deemed to be Confidential Information for purposes of this Agreement.

In consideration for my access to the Confidential Information as part of my employment with Franchisee, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, I hereby acknowledge and agree to the terms of this Confidentiality Agreement (the "Agreement").

As an employee of Franchisee, the Franchisor and/or Franchisee may disclose the Confidential Information to me via training programs, the Franchisor's Confidential Operations Manuals (the "Manuals"), or the development process during the term of my employment with the Franchisee.

I will not acquire any interest in the Confidential Information, other than the right to utilize it in performing my duties for Franchisee during the term of my employment and the use or duplication of the Confidential Information for any use outside the System would constitute an unfair method of competition.

I covenant that I will not forward or provide the Confidential Information to any third party, nor store it on any personal or third-party electronic device, disk, drive, or otherwise, unless expressly authorized to do so by the Franchisor .

Any work performed by me during my employment with Franchisee in relation to Closet & Storage Concepts or the Franchise Agreement and any derivative works created by me using the

Confidential Information or any proprietary information of the Franchisor are considered "works made for hire" and I will have no ownership interest in the items created.

The Confidential Information is proprietary, involves trade secrets of the Franchisor, and is disclosed to me solely on the condition that I agree, and I do hereby agree, that I shall hold in strict confidence all Confidential Information.

Unless the Franchisor otherwise agrees in writing, I will disclose and/or use the Confidential Information only in connection with my duties as an employee of Franchisee, and will continue not to disclose or use any such information even after I cease to be employed by Franchisee, unless I can demonstrate that such information has become generally known to the public or easily accessible other than by the breach of an obligation of Franchisee under the Franchise Agreement, a breach of the employees or associates of Franchisee, or a breach of my own duties or the duties hereunder.

I agree that each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement.

In the event any provision of this Agreement is ever deemed to exceed the limits permitted by any applicable law, the provisions set forth herein will be reformed to the extent necessary to make them reasonable and enforceable.

The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of the remaining provisions, all of which are severable and will be given full force and effect.

I understand and acknowledge that the Franchisor shall have the right, in its sole discretion, to reduce the scope of any covenant set forth in this Agreement, or any portion thereof, without my consent, effective immediately upon receipt by me of written notice thereof; and I agree to comply forthwith with any covenant as so modified.

Source: Item 22 — CONTRACTS (FDD page 59)

What This Means (2025 FDD)

According to the 2025 Closet Storage Concepts FDD, the Confidentiality Agreement is extensive, protecting the Closet Storage Concepts System and its proprietary information. The System encompasses a distinctive format that Closet Storage Concepts has developed for establishing and operating its businesses. This includes trade secrets, specifications, security protocols, computer hardware and systems, technology and equipment, business practices, management methods, research and development, training processes, operational manuals, presentation materials, vendor agreements, supplier lists, marketing strategies, and plans for new products or services. The agreement ensures that franchisees and their employees recognize the confidential nature of this information and use it only as authorized by Closet Storage Concepts.

The Confidential Information also includes customer and franchisee personal and business data, as well as confidential information belonging to third parties to whom Closet Storage Concepts owes a duty of confidentiality. Any information specifically designated as confidential by Closet Storage Concepts also falls under this agreement. Franchisees are responsible for ensuring their employees maintain this confidentiality, and spouses of franchisees must also sign a confidentiality agreement. All data related to the franchised business, including customer data, is owned exclusively by Closet Storage Concepts, which can use this data without compensating the franchisee.

Employees of Closet Storage Concepts franchisees gain access to confidential information through training programs, confidential operations manuals, and the development process. They are permitted to use this information only to perform their duties for the franchisee. Even after their employment ends, they must continue to protect this information, unless it becomes publicly known through no fault of their own or their employer. Franchisees must enforce these confidentiality agreements and notify Closet Storage Concepts of any breaches or suspected breaches. This ensures that the Closet Storage Concepts System remains protected and that the franchisor maintains control over its proprietary information.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.