According to the Dryject Non-Disclosure, Non-Solicitation and Non-Competition Agreement, what is the Franchisee's role?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
Except to the extent prohibited by the laws of the state where the Franchised Business is located or where the employee lives or works, You shall cause any person who is actively involved as a Key Employee, as defined in Section 12 of this Agreement, in the Franchised Business, at the time such person enters Your employment, to enter into a non-disclosure, non-solicitation and noncompetition agreement, in a form approved by Us or as We otherwise provide. You acknowledge and agree that any form of non-disclosure, non-solicitation and non-competition agreement is a form of agreement only and that it may or may not be enforceable in a particular jurisdiction. You agree that You are solely responsible for obtaining Your own professional advice with respect to the adequacy of the terms and provisions of any non-compete agreement You require Your employees, agents and independent contractors to sign.
You shall use Your best efforts to prevent any such persons from; (i) using, in connection with the operation of any competing business wherever located, any of the Licensed Rights; or (ii) from operating any competing business that looks like, copies or imitates any DryJect franchised business or operates in a manner tending to have such effect. If You have reason to believe that any such person has violated the provisions of the non-disclosure, non-solicitation and noncompetition agreement, You shall immediately notify Us and shall cooperate with Us to protect Us against infringement or other unlawful use of the Licensed Rights, including, but not limited to, the prosecution of any lawsuits if, in the judgment of Our counsel, such action is necessary and advisable.
Franchisee may disclose to Signer some or all of Franchisor's Trade Secrets relating to DRYJECT SYSTEM.
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- Signer shall receive Franchisor's Trade Secrets in confidence, maintain them in confidence, and shall use them only in connection with the development and/or maintenance by Franchisee of the Franchised Business using DRYJECT SYSTEM for so long as Franchisee is licensed by Franchisor to use DRYJECT SYSTEM.
(b) You, and persons controlling, controlled by or under common control with You, shall at all times use Your best efforts to keep confidential the Operations Manual, any other manuals or materials designated for use with Our System and such other information as We may designate for confidential use with Our System, as well as all other trade secrets, if any, and Confidential Information, knowledge and business know-how concerning the establishment or operation of the Franchised Business that may be imparted to, or acquired by, You in connection with this Agreement. You acknowledge that the unauthorized use or disclosure of such Confidential Information (and trade secrets, if any) will cause incalculable and irreparable injury to Us. Any and all information, knowledge and know-how, not generally known in the turf aeration business, about DryJect's products, equipment, services, standards, specifications, systems, procedures and techniques, and such other information or materials as We may designate as confidential, shall be deemed confidential and proprietary for purposes of this Agreement, except information that You can demonstrate came to Your attention prior to disclosure thereof by Us or that is or has become a part of the public domain through publication or authorized communication by others. The Operations Manual, any other manuals or materials designated for use with Our System, and all Confidential Information (and trade secrets, if any) shall at all times be deemed to be, and shall remain, Our sole property, and You shall acquire no rights, title or interest therein by virtue of Your authorization pursuant to this Agreement to possess and use them.
YOU ACKNOWLEDGE AND AGREE THAT OUR CONFIDENTIAL INFORMATION INCLUDES, BUT IS NOT LIMITED TO: THE TERMS AND CONDITIONS OF THIS AGREEMENT; THE CONTENTS OF THE OPERATIONS MANUALS, TRADE SECRETS WHICH INCLUDES CUSTOMER LISTS, AND ANY COMPONENT OF OUR SYSTEM THAT DOES NOT CONSTITUTE A TRADE SECRET BUT THAT OTHERWISE MEETS THE DEFINITION OF "CONFIDENTIAL INFORMATION."
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to the 2025 Dryject Franchise Disclosure Document, the franchisee has several key roles regarding non-disclosure, non-solicitation, and non-competition agreements. The franchisee is responsible for ensuring that any person actively involved as a Key Employee in the franchised business enters into a non-disclosure, non-solicitation, and non-competition agreement. This agreement must be in a form approved by Dryject. The franchisee is also responsible for obtaining their own professional advice regarding the adequacy of the terms and provisions of any non-compete agreement they require their employees, agents, and independent contractors to sign.
The franchisee must use their best efforts to prevent these individuals from using the licensed rights in connection with any competing business or from operating a competing business that imitates a Dryject franchised business. If the franchisee believes that someone has violated the non-disclosure, non-solicitation, and non-competition agreement, they must immediately notify Dryject and cooperate to protect Dryject's licensed rights.
Furthermore, the franchisee may disclose Dryject's trade secrets to the spouse or domestic partner of an owner of the franchisee, provided that the spouse or domestic partner also signs a Spousal Non-Disclosure and Non-Competition Agreement. The franchisee is responsible for ensuring that the spouse or domestic partner maintains these trade secrets in confidence and uses them only in connection with the development and maintenance of the franchised business. The franchisee also agrees to protect Dryject's confidential information, including the Operations Manual, trade secrets, and any component of the Dryject system that does not constitute a trade secret but otherwise meets the definition of confidential information.