Does the Dryject confidentiality agreement survive termination of the franchise agreement?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
The provisions of this Section shall survive any termination or expiration of this Agreement or any renewals thereof.
26. CONFIDENTIALITY
(a) You, and persons controlling, controlled by or under common control with You, shall hold in confidence Our System and shall not disclose any part of Our System to any individual or entity. It is understood and agreed that Our System would, if used by other individuals or entities, confer on them a substantial competitive advantage, which advantage is presently enjoyed by Us. Accordingly, You agree that You shall not at any time, without Our prior written consent, disclose (except to such employees or agents as must reasonably have access to such information in order to establish or operate the Franchised Business and who have signed confidentiality agreements, in a form approved by Us) or use or permit the use of Our System, or any part, except as may be required by applicable law or as authorized by this Agreement.
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."
The provisions of this Section shall survive any termination or expiration of this Agreement or any renewals thereof.
27. NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION AGREEMENTS
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, the confidentiality provisions outlined in the franchise agreement do indeed survive the termination or expiration of the agreement. Specifically, Section 26 regarding confidentiality and Section 27 regarding non-disclosure, non-solicitation, and non-competition agreements both include clauses that extend their enforceability beyond the term of the franchise agreement. This means that even after a Dryject franchise agreement ends, the franchisee remains obligated to protect Dryject's confidential information and adhere to the non-compete terms.
This survival clause is a standard practice in franchising to protect the franchisor's proprietary information and business methods. For a Dryject franchisee, this implies a continuing responsibility to safeguard the Operations Manual, trade secrets, customer lists, and any other designated confidential information. The franchisee is prohibited from disclosing this information or using it to compete with Dryject, even after the franchise relationship has ended.
The FDD also highlights that Dryject customer lists and their contents are owned by Dryject and constitute confidential information. Franchisees must ensure their employees and independent contractors also sign confidentiality agreements. Any attempt to offer similar services to Dryject's customers after the agreement terminates is a violation of Dryject's rights. This is further reinforced by the statement that the franchisee's ability to operate and expand is largely based on the goodwill of the Dryject System, and Dryject retains ownership of customer lists and relationships.
Prospective Dryject franchisees should carefully review these sections of the franchise agreement to fully understand their obligations both during and after the franchise term. It is also important to note that the enforceability of these clauses can vary by jurisdiction, and franchisees are encouraged to seek professional advice regarding the specific terms and provisions of the confidentiality and non-compete agreements.