What am I required to do regarding the confidentiality of the Confidential Information related to Deer Solution?
Deer_Solution Franchise · 2025 FDDAnswer from 2025 FDD Document
"Confidential Information" refers to and means all of our and/or our affiliates trade secrets, methods, standards, techniques, procedures, data and information, as same may exist as of the Effective Date of the Franchise Agreement and as same may be developed, modified and supplemented in the future, constituting and comprising: (a) methods, specifications, standards, policies, procedures, information, concepts, programs and systems relating to the development, establishment, marketing, promotion and operation of Deer Solution Businesses; (b) information concerning consumer preferences for services, products, materials and supplies used or sold by, and specifications for and knowledge of suppliers of certain materials, equipment, products, supplies and procedures used or sold by Deer Solution Businesses; (c) information concerning customers, customer lists, email lists, database lists, product sales, operating results, financial performance and other financial data of Deer Solution Businesses; (d) customer lists and information related to Deer Solution Businesses and the Franchised Business; (e) Business Management System Data; (f) current and future information contained in the Operations Manual; and (g) Know-How.
Franchisee agrees that with regard to the Franchised Business all customer lists and their contents and information represent Confidential Information and constitute an asset of Franchisor whether or not such information was supplied by Franchisor. During the Term of this Agreement and in connection with the development, establishment, marketing, promotion and operation of the Franchised Business, Franchisee shall disclose to Franchisor all of Franchisee's ideas, concepts, methods, and products conceived or developed by Franchisee and Franchisee's affiliates, Owners, agents, and employees relating to the development and operation of Deer Solution Businesses. Franchisee hereby assigns to Franchisor and Franchisee agrees to procure from Franchisee's Owners, affiliates and employees assignment of any such ideas, concepts, methods, and products that Franchisee is required to disclose to Franchisor under this Article 6.I. Franchisor shall have no obligation to make any lump sum or on-going payments to Franchisee or Franchisee's Owners, affiliates, or employees with respect to any such idea, concept, method, technique or product. Franchisee agrees that Franchisee will not use nor will Franchisee allow any other person or entity to use any such concept, method, or product without obtaining Franchisor's prior written approval.
In addition to the representations and acknowledgments contained in the Recitals and Representations, above, you acknowledge and represent that in your capacity as an employee, independent contractor, officer and/or director of the Deer Solution Business that you will be gaining access to, among other things, the Confidential Information. You acknowledge that the terms of this Agreement are fair and reasonable.
- 4. Protection of the Confidential Information. You agree that: (i) you will not use the Confidential Information in any business or capacity other than the Deer Solution Business; (ii) you will maintain the confidentiality of the Confidential Information at all times; (iii) you will not make unauthorized copies of documents containing the Confidential Information; (iv) you will take such reasonable steps as the we may ask of you from time to time to prevent unauthorized use or disclosure of the Confidential Information; and (v) you will stop using the Confidential Information immediately at our request or demand. You will not use the Confidential Information for any purpose other than for the performance of your duties on behalf of us and in accordance with the scope of your work with us.
- 5. Reasonableness of Covenants and Restrictions. You agree that the terms of this Agreement are reasonable and fair and that you have sufficient resources and business experience and opportunities to earn an adequate living while complying with the terms of this Agreement. You hereby waive any right to challenge the terms of this Agreement as being overly broad, unreasonable, or otherwise unenforceable.
Source: Item 23 — RECEIPTS (FDD pages 55–246)
What This Means (2025 FDD)
According to the 2025 Deer Solution FDD, as a franchisee, you will have obligations regarding confidential information. Confidential Information includes methods, specifications, standards, policies, procedures, information, concepts, programs and systems relating to the development, establishment, marketing, promotion and operation of Deer Solution Businesses, information concerning consumer preferences, customer lists, email lists, database lists, product sales, operating results, financial performance and other financial data, Business Management System Data, current and future information contained in the Operations Manual, and Know-How. Customer lists, including their contents, are considered Confidential Information and an asset of Deer Solution, regardless of who supplied the information.
During the term of the Franchise Agreement, you must disclose to Deer Solution all ideas, concepts, methods, and products conceived or developed by you, your owners, affiliates, agents, and employees relating to the development and operation of Deer Solution businesses. You must assign these innovations to Deer Solution, and Deer Solution has no obligation to provide any payment or consideration for them. You are prohibited from using or allowing others to use any such concept, method, technique, or product without Deer Solution's prior written approval.
As an employee, independent contractor, officer and/or director of the Deer Solution Business you will be gaining access to Confidential Information. You are not allowed to use the Confidential Information in any business or capacity other than the Deer Solution Business. You must maintain the confidentiality of the Confidential Information at all times. You are not allowed to make unauthorized copies of documents containing the Confidential Information. You will take such reasonable steps as the franchisor may ask of you from time to time to prevent unauthorized use or disclosure of the Confidential Information; and you will stop using the Confidential Information immediately at the franchisor's request or demand. You will not use the Confidential Information for any purpose other than for the performance of your duties on behalf of the franchisor and in accordance with the scope of your work with them. You waive any right to challenge the terms of the agreement as being overly broad, unreasonable, or otherwise unenforceable.