In the Degree Wellness agreement, what is included in the phrase 'directly or indirectly'?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
You acknowledge and agree that the Confidential Information belongs to us, may contain trade secrets belonging to us, and is disclosed to you or authorized for your use solely on the condition that you agree, and you therefore do agree, that you (1) will not use, directly or indirectly, the Confidential Information in any business or capacity or for any purpose other than as needed in the development and operation of the Franchise during the Term of this Agreement; (2) will maintain the absolute confidentiality of the Confidential Information during and after the Term of this Agreement and not directly or indirectly publish or otherwise disclose it to any third party
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to the 2025 Degree Wellness Franchise Disclosure Document, the phrase 'directly or indirectly' is used in several contexts to describe prohibited activities or relationships.
The term applies to the use of confidential information, where franchisees agree not to use the information 'directly or indirectly, in any business or capacity or for any purpose other than as needed in the development and operation of the Franchise.' This extends to maintaining the confidentiality of the information and not publishing or disclosing it to any third party, either 'directly or indirectly.' This means franchisees cannot circumvent the confidentiality agreement through intermediaries or other means.
The phrase 'directly or indirectly' also applies to non-competition and non-solicitation agreements. Franchisees, principal owners, and their immediate families are prohibited from 'directly or indirectly' performing services for or having any interest in businesses offering similar products or services to Degree Wellness. They are also restricted from 'directly or indirectly' soliciting wellness services or interfering with Degree Wellness's relationships with franchisees, vendors, or suppliers. This broadens the scope of these restrictions to prevent franchisees from engaging in competitive or disruptive activities through other parties or entities.