Does the Degree Wellness agreement specify any deadlines related to the confidentiality or non-disparagement clauses?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
your relationship with us does not vest in you any interest in the Confidential Information, other than the right to use it solely in the development and operation of the Franchise during the Term of this Agreement, and that the use or duplication of the Confidential Information in any other business or for any other purpose would constitute an unfair method of competition or otherwise result in irreparable damage to us.
- b. 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; (3) will not make unauthorized copies of any portion of the Confidential Information disclosed in written form or another form or media that may be copied or duplicated; and (4) will adopt and implement all reasonable procedures, including any that we may prescribe from time to time, to prevent unauthorized use or disclosure of the Confidential Information, including without limitation restrictions on disclosure to or by your employees, and the use of non-disclosure, non-solicitation, non-disparagement and non-competition agreements we may prescribe or approve for your shareholders, partners, members, officers, directors, employees, independent contractors, or agents who may have access to the Confidential Information. You acknowledge and agree that we are
under no duty or obligation to you to enforce any such Agreements for your or our benefit. Your duties and obligations with respect to Confidential Information shall survive the Transfer, termination or expiration of this Agreement.
9.3 Non-Competition Agreement and Other Restrictive Covenants.
- a. Non-Competition. You agree that we would be unable to protect the Confidential Information against unauthorized use or disclosure, and would be unable to encourage a free exchange of ideas and information among Degree Wellness franchises, if franchise owners of Degree Wellness franchises were permitted to hold interests in any competitive businesses (as described below).
Source: Item 23 — Receipts (FDD pages 66–257)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, the confidentiality clause extends both during and after the term of the franchise agreement. Specifically, the franchisee must maintain the absolute confidentiality of Degree Wellness's confidential information and not disclose it to any third party, both during the term of the agreement and after its termination or expiration. This obligation survives the transfer, termination, or expiration of the agreement.
Regarding non-disparagement, the agreement states that during the term of the agreement, and even after any transfer, termination, or expiration, neither the franchisee, any principal owner, nor any member of their immediate family can make negative or critical statements about Degree Wellness, its franchisees, or their respective businesses. This restriction applies to statements made verbally or in any other form or media.
In practical terms, this means that even after a franchisee leaves the Degree Wellness system, they are still legally obligated to refrain from making disparaging remarks about the brand. This is a common practice in franchising to protect the brand's reputation and goodwill. The confidentiality clause also remains in effect indefinitely, which is also typical to protect the franchisor's trade secrets and proprietary information.
A prospective franchisee should understand that these clauses are standard in franchise agreements and are designed to protect the franchisor's interests. Violating these clauses could lead to legal action by Degree Wellness.