What specific covenants in Article 8 must a Crawlspace Medic developer comply with upon termination or expiration of the Development Agreement?
Crawlspace_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
- 8.1 Confidential Information. Developer acknowledges and accepts that during the term of this Agreement, Developer will have access to Franchisor's trade secrets, including, but not limited to, methods, processes, customer lists, vendor partnerships and/or relationships, sales and technical information, financial information, costs, product prices and names, software tools and applications, website and/or email design, products, services, equipment, technologies and procedures relating to the operation of a Crawlspace Medic outlet; the Manual; methods of advertising and promotion; instructional materials; any other information which Franchisor may or may not specifically designate as "confidential" or "proprietary"; and the components of the System, whether or not such information is protected or protectable by patent, copyright, trade secret or other proprietary rights (collectively referred to herein as the "Confidential Information"). Developer shall not, during the term of this Agreement and thereafter,
communicate or divulge to, or use for the benefit of, any other person or entity, and, following the expiration or termination of this Agreement, shall not use for Developer's own benefit, any Confidential Information that may be communicated to Developer or of which Developer may be apprised in connection with the development of Crawlspace Medic outlets under the terms of this Agreement. Developer shall not at any time copy, duplicate, record or otherwise reproduce any Confidential Information, in whole or in part, or otherwise make the same available to any person, without Franchisor's prior written consent. The covenant in this Section 8.1 shall survive the expiration, termination or transfer of this Agreement or any interest herein and shall be perpetually binding upon Developer.
- 8.3 Noncompetition Covenants.
Developer acknowledges that, pursuant to this Agreement, Developer will receive valuable training, trade secrets and Confidential Information of the System that are beyond the present knowledge, training and experience of Developer.
serve in any other capacity in any crawlspace or basement service business within twenty-five (25) miles of the Territory or any Crawlspace Medic location; or (iii) do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Marks and the System or (iv) in any manner interfere with, disturb, disrupt, decrease or otherwise jeopardize the business of the Franchisor or any Crawlspace Medic developers or franchisees.
- 8.6 Injunctive Relief.
Developer acknowledges that a violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available.
Accordingly, Developer hereby consents to the entry of an injunction prohibiting any conduct by Developer in violation of the terms of the covenants not to compete set forth in this Agreement.
- 8.7 No Defense.
Developer expressly agrees that the existence of any claims he or she may have against Franchisor, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by Franchisor of the covenants in this Section.
Source: Item 22 — CONTRACTS (FDD page 42)
What This Means (2024 FDD)
According to the 2024 Crawlspace Medic Franchise Disclosure Document, Article 8 outlines non-disclosure and non-competition covenants that a developer must adhere to, even after the Development Agreement expires or is terminated. These covenants primarily focus on protecting Crawlspace Medic's confidential information and goodwill.
Specifically, the developer is prohibited from communicating, divulging, or using any confidential information for their own benefit or the benefit of others. This includes trade secrets, methods, customer lists, financial information, and other proprietary details related to the Crawlspace Medic system. The developer also agrees not to copy or reproduce any confidential information without prior written consent from Crawlspace Medic. This obligation to protect confidential information extends indefinitely, surviving any termination or transfer of the agreement.
In terms of non-competition, for a period of 24 months after the agreement ends, the developer cannot divert business or customers from Crawlspace Medic to competitors, nor can they participate in any crawlspace or basement service business within 25 miles of the Territory or any Crawlspace Medic location. Additionally, the developer is barred from taking any action that could harm the goodwill associated with the Crawlspace Medic brand or interfere with the business of Crawlspace Medic or its other developers or franchisees.
These restrictions are acknowledged by the developer as fair and reasonable, considering the specialized training, trade secrets, and confidential information they receive. Crawlspace Medic also has the right to seek injunctive relief to prevent any breach of these covenants, and any claims the developer may have against Crawlspace Medic do not serve as a defense against the enforcement of these covenants.