What constitutes 'Confidential Information' for a Dryject franchise?
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. 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.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, confidential information includes the Operations Manual, other designated materials for use with the Dryject system, trade secrets, and business know-how related to the franchise's establishment and operation. This encompasses any information, knowledge, and know-how not generally known in the turf aeration business concerning Dryject's products, equipment, services, standards, specifications, systems, procedures, and techniques, as well as any other materials Dryject designates as confidential. Information that the franchisee can prove was already known or has become public knowledge is excluded.
Dryject emphasizes that confidential information includes, but is not limited to, the terms and conditions of the franchise agreement, the contents of the operations manuals, trade secrets (including customer lists), and any component of the Dryject system that doesn't qualify as a trade secret but still meets the definition of "confidential information." Customer lists and their contents are owned by Dryject and considered confidential, regardless of who compiled or developed them. Franchisees must not use these lists for any purpose other than the normal operation of the franchised business before any default or termination of the agreement.
Prospective franchisees should understand that maintaining the confidentiality of this information is critical. Unauthorized use or disclosure can cause significant harm to Dryject. Franchisees must also ensure that their employees, agents, and independent contractors with access to customer lists sign confidentiality agreements. Upon demand, franchisees must provide Dryject with a complete list of current and former customers, including contact information, service frequency, last service date, and price of service.
Innovations to the Dryject system also constitute confidential information. Dryject will disclose innovations that are made part of the system. Franchisees agree to assign ownership of any innovation to Dryject and agree to sign documents to ensure Dryject obtains exclusive rights to such innovations. Franchisees cannot use innovations without prior written approval from Dryject. This extends to new trademarks, service marks, trade names, logos, designs, copyrights, and patents related to the franchise.