What is the Licensed Provider's obligation regarding the confidentiality of the Confidential Information during and after the Agreement Term with Degree Wellness?
Degree_Wellness Franchise · 2025 FDDAnswer from 2025 FDD Document
disclosed to Licensed Provider or authorized for his/her/its use solely on the condition that Licensed Provider agrees, and Licensed Provider therefore does agree, that Licensed Provider (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 performance of the Licensed Provider Services pursuant to and in accordance with this Agreement during and after the Agreement Term; (2) will maintain the absolute confidentiality of the Confidential Information during and after the Agreement Term 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 Degree Wellness or Management Company 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 Licensed Provider's employees, and the use of non-disclosure, non-solicitation, non-disparagement and noncompetition agreements Degree Wellness or Management Company may prescribe or approve for Licensed Provider's owners, officers, directors, employees, independent contractors, or agents who may have access to the Confidential Information. Licensed Provider and Management Company acknowledge and agree that Degree Wellness is a third-party beneficiary of the foregoing covenants and agreements, but that Degree Wellness is under no duty or obligation to Licensed Provider or Management Company to enforce any such agreements for its or Degree Wellness's benefit. Licensed Provider's duties and obligations with respect to the Confidential Information shall survive the termination or expiration of this Agreement.
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 63–66)
What This Means (2025 FDD)
According to Degree Wellness's 2025 Franchise Disclosure Document, the Licensed Provider has specific obligations regarding the confidentiality of information both during and after the Agreement Term. The Licensed Provider must agree not to use the Confidential Information, directly or indirectly, in any business or capacity or for any purpose other than performing the Licensed Provider Services as outlined in the Agreement. This restriction applies both during and after the Agreement Term. The Licensed Provider is also responsible for maintaining the absolute confidentiality of the Confidential Information during and after the Agreement Term, and must not directly or indirectly publish or disclose it to any third party.
Furthermore, the Licensed Provider is prohibited from making unauthorized copies of any Confidential Information disclosed in written form or any other format that can be copied. They must also implement reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information. This includes setting restrictions on disclosure by the Licensed Provider's employees and using non-disclosure, non-solicitation, non-disparagement, and non-competition agreements that Degree Wellness or the Management Company may prescribe or approve for the Licensed Provider's owners, officers, directors, employees, independent contractors, or agents who may have access to the Confidential Information.
Degree Wellness is identified as a third-party beneficiary of these confidentiality agreements, although it is not obligated to enforce them for the benefit of the Licensed Provider or Management Company. Importantly, the Licensed Provider's duties and obligations related to the Confidential Information continue even after the termination or expiration of the Agreement. This ensures that the proprietary information of Degree Wellness remains protected even after the formal business relationship ends.