What steps has the Dryject franchisor taken to maintain the confidentiality and secrecy of its Trade Secrets?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
WHEREAS, Franchisor has taken and intends to take all reasonable steps to maintain the confidentiality and secrecy of Franchisor's Trade Secrets;
WHEREAS, Franchisor and Franchisee desire to enter into a Franchise Agreement which will grant Franchisee a limited right to operate a Franchised Business within a territory using DRYJECT SYSTEM and Franchisor's Trade Secrets for a period defined in the Franchise Agreement ("Franchise Agreement");
WHEREAS, Franchisor and Franchisee have agreed in the Franchise Agreement on the importance to Franchisor and to Franchisee and other licensed users of DRYJECT SYSTEM of restricting use, access and dissemination of Franchisor's Trade Secrets;
WHEREAS, it will be necessary for certain employees and contractors of Franchisee to have access to and to use some or all of Franchisor's Trade Secrets in the development and maintenance of Franchisee's Business using DRYJECT SYSTEM;
WHEREAS, Franchisee has agreed to obtain from certain key employees written agreements protecting Franchisor's Trade Secrets and DRYJECT SYSTEM against unfair competition;
(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.
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- Trainee 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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- Trainee shall not disclose or permit the disclosure of Franchisor's Trade Secrets except to other employees of Franchisee and only to the limited extent necessary to train or assist other employees of Franchisee who have also signed Non-Disclosure, Non-Solicitation and Non-Competition Agreements or Confidentiality Agreement where appropriate as determined by Franchisor in the development or maintenance of Business using DRYJECT SYSTEM.
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- Trainee shall surrender DRYJECT Operations Manual and any other material containing some or all of Franchisor's Trade Secrets to Franchisee or to Franchisor, upon request, or upon termination of employment by Franchisee, or upon conclusion of the use for which the DRYJECT Operations Manual or other information or material may have been furnished to Trainee.
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Should legal proceedings have to be brought by Franchisor against Trainee to enforce any Non-Competition Covenant or for Trainee's failure to maintain Confidentiality, the period of restriction shall be deemed to begin running on the date of entry of an order granting Franchisor preliminary injunctive relief and shall continue uninterrupted for the entire period of restriction.
The Operations Manual will remain confidential and the property of Us, constitutes a Trade Secret owned by Us, and may not be loaned to any person, or duplicated or copied in whole or in part in any manner, without Our prior written permission.
EXHIBIT F
SPOUSAL NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
SPOUSAL NON-DISCLOSURE AND NON-COMPETITION AGREEMENT
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, Dryject takes several steps to maintain the confidentiality and secrecy of its trade secrets. These steps primarily involve written agreements and confidentiality clauses with franchisees, their employees, and potentially their spouses. These agreements aim to restrict the use, access, and dissemination of Dryject's trade secrets, which include distinctive sales and marketing procedures, knowledge and procedures for providing natural grass aeration services, and management and financial control methods.
Dryject requires franchisees to ensure that certain key employees sign written agreements protecting Dryject's trade secrets and system against unfair competition. These agreements, such as Non-Disclosure, Non-Solicitation, and Non-Competition Agreements, are designed to prevent trainees from disclosing trade secrets, making copies of confidential documents, or engaging in activities that could harm the goodwill associated with the Dryject system. Trainees must also surrender the Dryject Operations Manual and any other confidential materials upon request or termination of employment.
The franchise agreement also emphasizes the importance of restricting the use, access, and dissemination of Dryject's trade secrets among franchisees and other licensed users. Franchisees must use their best efforts to keep confidential the Operations Manual and any other materials designated for use with the Dryject system. Unauthorized use or disclosure of confidential information can cause significant harm to Dryject. Spousal Non-Disclosure and Non-Competition Agreements are also used to further protect Dryject's trade secrets.
Legal proceedings may be initiated by Dryject against a trainee if they fail to maintain confidentiality, and the period of restriction will begin on the date of entry of an order granting Dryject preliminary injunctive relief. The Operations Manual remains Dryject's confidential property and constitutes a trade secret, and it cannot be copied or duplicated without prior written permission. Dryject also has the right to modify the Operations Manual from time to time, ensuring that franchisees comply with the most current directives to protect the integrity and reputation of the Dryject system.