What is the Signer's obligation regarding Dryject's Trade Secrets?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, it is anticipated that Signer may have access to learn Franchisor's Trade Secrets as Franchisee develops and maintains Franchisee's Business using DRYJECT SYSTEM.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows:
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- 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.
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- Signer shall not at any time make copies of any documents or compilations containing some or all of Franchisor's Trade Secrets without the express written permission of Franchisor.
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- Signer shall not disclose or permit the disclosure of Franchisor's Trade Secrets to anyone.
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- That all information and materials, including without limitation, specifications, techniques and compilations of data which Franchisor shall designate as confidential shall be deemed Franchisor's Trade Secrets for the purposes of this Agreement.
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- Signer shall not, directly or indirectly, do any act or omit to do any act, which would or would likely to be injurious or prejudicial to the goodwill associated with DRYJECT SYSTEM.
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- Except to the extent prohibited by the laws of the state where the Franchised Business is located, in order to protect the goodwill and unique qualities of DRYJECT SYSTEM and the confidentiality and value of Franchisor's Trade Secrets, and in consideration for the disclosure to Signer of Franchisor's Trade Secrets, Signer further undertakes and covenants that, during the time Franchisee is a franchisee of Franchisor and for the two (2) years following the termination or expiration of Franchisee's Franchise Agreement, Signer will not:
- (a) Directly or indirectly, for himself/herself or through, on behalf of or in conjunction with any person, partnership or business entity, engage in or acquire any financial or beneficial interest in (including interest in business entities, partnerships, trusts, unincorporated associations or joint ventures), advise, help or make loans to any entity involved in business which is the same as or similar to that conducted by "DryJect"® which business is, or is intended to be located, within the United States; or
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, a Signer who gains access to Dryject's trade secrets through a franchisee has specific obligations to maintain confidentiality and protect the brand's interests. The Signer must receive Dryject's trade secrets in confidence, maintain them in confidence, and 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. The Signer is prohibited from making copies of documents containing trade secrets without express written permission from Dryject. They cannot disclose or permit the disclosure of Dryject's trade secrets to anyone. All information designated as confidential by Dryject is considered a trade secret. The Signer must not act in any way that could harm the goodwill associated with the Dryject system.
Furthermore, to protect Dryject's goodwill, unique qualities, and the confidentiality of its trade secrets, the Signer agrees not to engage in or acquire any financial interest in any business that is the same as or similar to Dryject within the United States during the time the Franchisee is a franchisee and for two years following the termination or expiration of the Franchise Agreement. This includes advising, helping, or making loans to any such entity. This non-compete clause is designed to prevent the Signer from using the acquired knowledge of Dryject's trade secrets to benefit a competing business.
These obligations highlight the importance Dryject places on protecting its proprietary information and maintaining a competitive edge in the market. Prospective franchisees should ensure that any individuals who may have access to Dryject's trade secrets, such as employees or contractors, are fully aware of these obligations and are willing to sign the necessary agreements to protect Dryject's interests. This is a common practice in franchising, as franchisors need to safeguard their intellectual property and business methods to maintain consistency and quality across the franchise system.