What constitutes 'Confidential Information' relating to the operation of the Dermani Medspa System?

• 6.1. We possess (and will continue to develop and acquire) certain Confidential Information, some of which constitutes trade secrets under applicable law, relating to developing and operating Franchised Businesses and Medspas, including:
  • 6.1.1. site selection and territorial criteria;
  • 6.1.2. training and operations materials and manuals;
  • 6.1.3. methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge, and experience used in developing and managing Medspas and offering or selling certain medspa products or services;
  • 6.1.4. marketing and advertising programs for Medspas;
  • 6.1.5. knowledge of, specifications for, and suppliers of Operating Assets, and other products and services;
  • 6.1.6. any computer software or similar technology which is proprietary to us or the System, including, without limitation, digital passwords and identifications and any source code of, and data, reports, and other printed materials generated by, the software or similar technology;
  • 6.1.7. knowledge of the operating results and financial performance of Medspas and Franchised Businesses (subject to compliance with HIPAA and other requirements);
  • 6.1.8. graphic designs and related intellectual property; and
  • 6.1.9. any passwords or other digital identifications necessary to access the Manual on a Website.
• 6.2. You acknowledge and agree that you will not acquire any interest in the Confidential Information by virtue of this Agreement or otherwise, other than the right to use it as we specify in operating the Franchised Business during this Agreement's Initial Term, and that the Confidential Information is proprietary and is disclosed to you only on the condition that you agree that you:
  • 6.2.1. will not use Confidential Information in any other business or capacity;
  • 6.2.2. will keep each item deemed to be part of Confidential Information absolutely confidential, both during the Initial Term and then thereafter for as long as the item is not generally known in the employment and/or health care industries;
  • 6.2.3. will not make unauthorized copies of any Confidential Information disclosed via electronic medium or in written or other tangible form; and
  • 6.2.4. will adopt and implement reasonable procedures to prevent unauthorized use or disclosure of Confidential Information, including restricting its disclosure to Franchised Business

Source: Item 23 — RECEIPTS (FDD pages 66–311)