What is the relationship between the 'Franchisee' and the 'Company' in the Focalpoint Coaching Nondisclosure and Non-Competition Agreement?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
| THIS NONDISCLOSURE AND NON-COMPETITION AGREEMENT (this |
|---|
| "Agreement") is made as of the |
| day of, 20, is executed by |
| ("Individual," "me," or "I") for the benefit of |
| a |
| Nevada |
| corporation |
| ("Company"), |
| and |
| for |
| FOCALPOINT |
| COACHING, |
| INC., |
| , a/an ("Franchisee"). |
| Franchisee is a franchisee of Company pursuant to a franchise agreement entered into by |
| those parties concerning a business operating, or to be operated, under the "FocalPoint" name at |
| (the |
| "Franchise |
| Agreement"). |
| The |
| franchised |
| business |
| Company authorizes Franchisee to operate under the Franchise Agreement is known as the |
| "Business," which Business is one among all businesses that Company owns, operates, or |
| franchises under the "FocalPoint" name. I agree that, unless otherwise specified, all capitalized |
| terms in this Agreement have those meanings ascribed to them in the Franchise Agreement. |
I acknowledge and understand that the provisions of this Agreement, including my representations, covenants, and warranties (as applicable) given hereunder, are necessary and integral to this Agreement and to Company's and Franchisee's interests under the Franchise Agreement, and are intended to:
- (i) preclude not only direct competition, but also all forms of indirect competition, such as consultation for Competitive Businesses, service as an independent contractor for Competitive Businesses, or any assistance or transmission of information of any kind which would be of any material assistance to a competitor;
- (ii) bind any person or entity having any legal or beneficial interest in me, or traceable to, down or through me, including (without limitation) any of member of my Immediate Family, any direct or indirect beneficiary, any partner (general or limited) or proprietor of mine, and any other such related person or entity, regardless of how many levels or tiers there may be between any such described person or entity and me; and
- (iii) identify for me, toward the goal of preserving through this Agreement, Company's protectable legal interests in the System, clients of FocalPoint Franchised Businesses, the Confidential Information, and the goodwill associated with the Marks.
I also expressly acknowledge my possession of skills and abilities of a general nature, and the opportunity for exploiting such skills in other ways than the operation or involvement in the activities of a FocalPoint Franchised Business or a Competitive Business, so that enforcement of my covenants made in this Agreement will not deprive me of my personal goodwill or ability to earn a living after the effective date of expiration or termination of my relationship with Franchisee, the Business, or FocalPoint Franchised Businesses generally. If I fail or refuse to abide by any of my foregoing obligations or promises made under this Agreement, and Company or Franchisee obtains enforcement in a judicial or arbitration proceeding, then my obligations and responsibilities specified under the breached covenant will be tolled during the period(s) of time that the covenant is breached and/or Company or Franchisee seeks to enforce it, and will continue for two (2) years starting from the effective date of the order enforcing the covenant.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, the Nondisclosure and Non-Competition Agreement outlines the relationship between the 'Individual' (signing the agreement), the 'Company' (a Nevada corporation), and the 'Franchisee'. The Franchisee is defined as a franchisee of the Company, operating under a franchise agreement to conduct business under the "FocalPoint" name. The franchised business that the Company authorizes the Franchisee to operate is referred to as the 'Business,' which is part of all businesses that the Company owns, operates, or franchises under the "FocalPoint" name. The agreement clarifies that capitalized terms within it hold the same meanings as defined in the Franchise Agreement.
The agreement is made for the benefit of both the Company and the Franchisee, indicating that both parties have interests to protect through the enforcement of the agreement's provisions. The Individual acknowledges that their representations, covenants, and warranties are integral to both the agreement itself and the interests of the Company and Franchisee under the Franchise Agreement. This suggests that the Individual's adherence to the non-disclosure and non-competition terms is crucial for maintaining the integrity of the Focalpoint Coaching system and protecting the interests of all parties involved.
The agreement aims to prevent direct and indirect competition, including consultation, independent contracting, or any assistance that could benefit a competitor. It also binds any person or entity with a legal or beneficial interest in the Individual, such as family members or business partners. The Individual acknowledges their skills and abilities and the opportunity to use them in ways other than operating a Focalpoint Coaching franchise, ensuring that the enforcement of the agreement will not deprive them of their ability to earn a living after their relationship with the Franchisee or Focalpoint Coaching ends. This balance is a common practice in franchising to protect the franchisor's business model while allowing individuals to pursue other opportunities.