What constitutes a breach of agreement regarding Dryject trade secrets that would cause irreparable injury to the franchisor?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
acy of the terms and provisions of any confidentiality agreement You require Your employees, agents and independent contractors to sign.
(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."
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
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.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to the 2025 Dryject FDD, several actions can constitute a breach of agreement regarding trade secrets, leading to irreparable injury to Dryject. These breaches primarily revolve around the misuse and disclosure of confidential information related to the Dryject system.
Specifically, the unauthorized use or disclosure of confidential information, trade secrets, knowledge, and business know-how concerning the establishment or operation of the franchised Dryject business can cause incalculable and irreparable injury to Dryject. This includes the Operations Manual, materials designated for use with the Dryject system, customer lists, and any component of the Dryject system that does not constitute a trade secret but otherwise meets the definition of "Confidential Information." Franchisees must use their best efforts to keep this information confidential.
Furthermore, trainees (employees of the franchisee) agree that in the event of a breach of their agreement, Dryject would be irreparably injured and without an adequate remedy at law. This includes scenarios where the trainee engages in actions injurious or prejudicial to the goodwill associated with the Dryject system, or if they divert business opportunities to a competitor within two years of terminating employment. Dryject is entitled to seek injunctive relief and specific performance in the event of such breaches, without needing to furnish a bond or other security. These provisions are designed to protect Dryject's competitive advantage and brand reputation.