What happens to the confidentiality obligations upon termination or expiration of the Dryject franchise agreement?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
(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.
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, the confidentiality obligations extend beyond the termination or expiration of the franchise agreement. Franchisees are required to maintain the confidentiality of the Operations Manual, materials designated for use with the Dryject system, trade secrets, and confidential information related to the establishment and operation of the franchised business, even after the agreement ends. Dryject emphasizes that unauthorized use or disclosure of confidential information can cause significant harm to the company.
Dryject defines confidential information broadly, including the terms of the franchise agreement, the contents of operations manuals, trade secrets such as customer lists, and any component of the Dryject system that does not qualify as a trade secret but still meets the definition of "confidential information." This means that franchisees must continue to protect a wide range of information related to Dryject's business practices and proprietary knowledge.
This extended obligation is a standard practice in franchising to protect the franchisor's intellectual property and competitive advantage. Prospective Dryject franchisees should understand that their duty to protect confidential information survives the end of the franchise relationship. This includes safeguarding customer lists, operational procedures, and other proprietary information that could be used to compete with Dryject or shared with competitors.