What are the obligations of a Focalpoint Coaching franchisee regarding confidential information?

will continue to develop and acquire) certain confidential information, some of which constitutes trade secrets under applicable law (the "Confidential Information"), relating to developing and operating FocalPoint Franchised Businesses, including (without limitation):

• (1) site selection criteria;
• (2) training and operations materials and manuals;

• (3) methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge, and experience used in developing and operating FocalPoint Franchised Businesses;
• (4) marketing, promotional and advertising research and programs for FocalPoint Franchised Businesses;
• (5) knowledge of specifications for and suppliers of Operating Assets, Proprietary Products, and other products and supplies, including supplier pricing and related terms;
• (6) any computer software or similar technology which is proprietary to Franchisor or the Franchise System, including, without limitation, digital passwords and identifications and any source code of, and data, reports, and other printed materials generated by, the software or similar technology;
• (7) knowledge of the operating results and financial performance of FocalPoint Franchised Businesses other than the Franchised Business;
  • (8) graphic designs and related intellectual property;
• (9) client solicitation, communication and retention programs, along with data and information used or generated in connection with those programs;
• (10) all data and other information generated by, or used in, the operation of the Franchised Business, including client names, addresses, phone numbers and other information supplied by any client, and any other information contained at any time and from time to time in the Computer System or that visitors to the Franchised Business (including Franchisee and Franchisee's personnel) provide to the Website for the network of FocalPoint Franchised Businesses;
• (11) future business plans relating to FocalPoint Franchised Businesses and the FocalPoint franchise opportunity, including expansion and development plans; and
• (12) any other information that Franchisor reasonably designates as confidential or proprietary.

Franchisee acknowledges and agrees that Franchisee will not acquire any interest in Confidential Information, other than the right to use it as Franchisor specifies in operating the Franchised Business during this Agreement's term, and that Confidential Information is proprietary, includes Franchisor's trade secrets, and is disclosed to Franchisee only on the condition that Franchisee agrees, and Franchisee in fact does agree, that Franchisee:

• (a) will not use Confidential Information in any other business or capacity;
• (b) will keep each item deemed to be part of Confidential Information absolutely confidential, both during this Agreement's term and then thereafter for

as long as the item is not generally known in the business training and consulting industry;

• (c) will not sell, trade or otherwise profit in any way from the Confidential Information (including by selling or assigning any client names, addresses, phone numbers, e-mail contact information, or related data), unless Franchisor otherwise authorizes or approves in Franchisor's sole judgment;
• (d) will not make unauthorized copies of any Confidential Information disclosed via electronic medium or in written or other tangible form; and
• (e) will adopt and implement reasonable procedures to prevent unauthorized use or disclosure of Confidential Information, including, without limitation, restricting its disclosure to Franchised Business personnel and other need-to-know personnel and using non-disclosure and non-competition agreements with those having access to Confidential Information. Franchisor has the right to regulate the form of agreements that Franchisee uses and to be a third party beneficiary of those agreements with independent enforcement rights.

Confidential Information does not include information, knowledge, or know-how which Franchisee can demonstrate lawfully came to Franchisee's attention before Franchisor provided it to Franchisee directly or indirectly; which, at the time Franchisor disclosed it to Franchisee, already had lawfully become generally known in the business training and consulting industry through publication or communication by others (without violating an obligation to Franchisor); or which, after Franchisor discloses it to Franchisee, lawfully becomes generally known in the business training and consulting industry through publication or communication by others (without violating an obligation to Franchisor). However, if Franchisor includes any matter in Confidential Information, anyone who claims that it is not Confidential Information must prove that one of the exclusions provided in this paragraph is fulfilled.

All ideas, concepts, techniques, or materials relating to a FocalPoint Franchised Business, whether or not protectable intellectual property and whether created by or for Franchisee or Franchisee's owners or employees, must be promptly disclosed to Franchisor and will be deemed to be Franchisor's sole and exclusive property, part of the Franchise System, and works madefor-hire for Franchisor. To the extent that any item does not qualify as a "work made-for-hire" for Franchisor, by this paragraph Franchisee assigns ownership of that item, and all related rights to that item, to Franchisor, hereby waives all moral rights in that item, and hereby agrees to take whatever action Franchisor requests to evidence Franchisor's ownership or to help Franchisor obtain intellectual property rights in the item (including signing assignment or other documents, and causing Franchisee's owners, employees and contractors to do the same). Franchisee may not use any such idea, concept, technique or material in connection with the Franchised Business without Franchisor's prior approval.

7. EXCLUSIVE RELATIONSHIP.

Franchisee acknowledges that Franchisor has granted Franchisee the Franchise in consideration of and reliance upon Franchisee's agreement to deal exclusively with Franchisor.

Source: Item 22 — Contracts (FDD pages 56–57)