What does Deer Solution require of the recipient in their individual capacity to protect the System and Intellectual Property?
Deer_Solution Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, we are the owners of a licensed Deer Solution Business (hereinafter referred to as the "Deer Solution Business") that we independently own and operate as a franchisee;
WHEREAS, you are or are about to be an employee, independent contractor, officer and/or director of a Deer Solution Business that is independently owned and operated by us;
WHEREAS, in the course of your employment, independent contractor relationship and/or association with us, you may gain access to Confidential Information (defined below in this Agreement) and you understand that it is necessary to protect the Confidential Information and for the Confidential Information to remain confidential;
WHEREAS, our Franchisor, Deer Solution Franchising LLC, is not a party to this agreement and does not own or manage the Deer Solution Business but is an intended third party beneficiary of this Agreement; and
WHEREAS, this Agreement is not an employment agreement and is only a confidentiality agreement in connection with information, materials and access that may be provided to you in connection with the Deer Solution Business.
NOW THEREFORE, you acknowledge and agree as follows:
- 1. Recitals and Representations. You agree that the foregoing Recitals and Representations are true and accurate and shall constitute a part of this Agreement and are hereby incorporated into the main body of this Agreement.
- (f) Reasonableness of Covenants and Restrictions. You acknowledge and agree that: (i) the terms of this Agreement are reasonable both in time and in scope of geographic area; and (ii) you have sufficient resources and business experience and opportunities to earn an adequate living while complying with the terms of this Agreement. YOU WAIVE ANY RIGHT TO CHALLENGE THE TERMS OF THIS AGREEMENT AS BEING OVERLY BROAD, UNREASONABLE OR OTHERWISE UNENFORCEABLE. Although you and we both believe that the covenants in this Agreement are reasonable in terms of scope, duration and geographic are, we may at any time unilaterally modify the terms of this Article 4 (Intellectual Property, Brand Protection and Non-Competition Covenants and Restrictions) by limiting the scope of the Prohibited Activities, narrowing the definition of a Competitive Business, shortening the duration of the Restricted Period, reducing the geographic scope of the Restricted Territory and/or reducing the scope of any other covenant imposed upon you under this Article 4 to ensure that the terms are enforceable under applicable law.
- (g) Breach. You agree that failure to comply with these Article 4 Intellectual Property, Brand Protection and Non-Competition Covenants and Restrictions will cause irreparable harm to us and/or other Deer Solution Business franchisees for which there is no adequate remedy at law. Therefore, you agree that any violation of these covenants will entitle us to injunctive relief. You agree that we may apply for such injunctive relief, without bond, but upon due notice, in addition to such further and other relief as may be available at equity or law, and the sole remedy of yours, in the event of the entry of such injunction, will be the dissolution of such injunction, if warranted, upon a hearing duly held (all claims for damages by reason of the wrongful issuance of any such injunction being expressly waived hereby). If a court requires the filing of a bond notwithstanding the preceding sentence, the parties agree that the amount of the bond shall not exceed $1,000. None of the remedies available to us under this Article are exclusive of any other, but may be combined with others under this Agreement, or at law or in equity, including injunctive relief, specific performance, and recovery of monetary damages.
Source: Item 23 — RECEIPTS (FDD pages 55–246)
What This Means (2025 FDD)
According to Deer Solution's 2025 Franchise Disclosure Document, an individual who is an employee, independent contractor, officer, or director of a Deer Solution Business acknowledges that they may gain access to Confidential Information and understands the necessity of protecting it. This understanding is formalized in a confidentiality agreement, where the individual agrees that the recitals and representations within the agreement are true and accurate. This agreement is not an employment agreement but specifically addresses confidentiality related to information, materials, and access provided in connection with the Deer Solution Business.
The agreement emphasizes the reasonableness of its terms, both in time and geographic scope, and the individual's ability to earn a living while complying with these terms. The individual waives any right to challenge the agreement as overly broad, unreasonable, or unenforceable. However, Deer Solution retains the right to unilaterally modify the agreement to ensure its enforceability under applicable law, such as by limiting prohibited activities or reducing the restricted territory.
Failure to comply with the Intellectual Property, Brand Protection, and Non-Competition Covenants and Restrictions will cause irreparable harm to Deer Solution and its franchisees. Consequently, Deer Solution is entitled to injunctive relief for any violation of these covenants. The individual acknowledges this and agrees that Deer Solution may apply for injunctive relief without bond (though a bond not exceeding $1,000 may be required by a court). These remedies are not exclusive and can be combined with others available under the agreement or at law, including specific performance and monetary damages.