Can I disclose HealthSource Chiropractic's Confidential Information to others?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
do not sign a Franchise Agreement or I do not pay the entire remaining portion of the Initial Franchise Fee on or before the Deadline Date, I will not have the right to operate a HealthSource Chiropractic franchise in the Protected Territory or use any HealthSource marks, logos, information or materials, and HealthSource may grant all or any portion the Protected Territory to another person or entity.
- d. HealthSource's acceptance of the Deposit does not constitute the grant of any rights to me to operate a HealthSource chiropractic clinic or use HealthSource's marks, logos, information or materials in practice or otherwise, and that such rights may only be granted through a Franchise Agreement that has been duly executed by both me and HealthSource.
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- Non-Disclosure of Confidential Information. After I submit my Deposit, I further understand that HealthSource may disclose to me its confidential and proprietary information, including: (a) services and products offered and sold at HealthSource Chiropracticfranchises; (b) knowledge of sales and profit performance of any one or more HealthSource Chiropracticfranchises; (c) knowledge of sources of products sold at HealthSource Chiropracticfranchises, advertising and promotional programs, and image and decor; (d) methods, techniques, formats, specifications, procedures, information, systems, and knowledge of, and experience in, the development, operation, and franchising of HealthSource Chiropracticfranchises; and (e) the selection and methods of training employees, all of which may be disclosed verbally or visually via training programs, or in written form via HealthSource's Operations Manual, or otherwise (referred to as "Confidential Information" whether or not marked as such). I acknowledge and agree that HealthSource is the sole owner of the Confidential Information and that I and my employees, representatives and agents: (x) will not use the Confidential Information for any purpose other than the operation of a HealthSource franchise; (y) will maintain the absolute confidentiality of the Confidential Information; and (z) will not
make unauthorized copies of any portion of the Confidential Information, and will return to HealthSource all tangible materials and media containing Confidential Information, including all copies thereof, upon HealthSource's request. I agree that the foregoing restrictions will apply even if I do not enter into a Franchise Agreement with HealthSource or if this Acknowledgement is revoked or expires or terminates, but nothing contained herein shall prevent me from using information or knowledge that is publicly available.
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- Governing Law, Venue. This Acknowledgement will be governed by the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. I agree that any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Acknowledgement must be brought exclusively in the courts of the State of Ohio located in Lorain County, Ohio, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Ohio, and I consent to the jurisdiction of those courts.
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- Miscellaneous. This Acknowledgement may not be amended or modified except by a written agreement that specifically references this Acknowledgement and is signed by each of the parties hereto. This Acknowledgement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations and discussions of the parties, whether oral or written, express or implied. No party hereto may assign any of its rights or benefits or delegate any of its duties, obligations or liabilities under this Acknowledgement without the prior consent of each of the other parties hereto. This Acknowledgement will apply to, be binding in all respects upon, and inure to the benefit of the heirs, executors, trustees, guardians, personal representatives, successors and permitted assigns of the parties. The provisions of this Acknowledgement are severable, and if any provision should, for any reason, be held invalid or unenforceable in any respect, it will not invalidate, render unenforceable or otherwise affect any other provision, and such invalid or unenforceable provision will be construed by limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. This Acknowledgement may be executed in one or more counterparts, including by facsimile or electronic signature included in an Adobe PDF file, each of which shall be an original and all of which together shall constitute one and the same agreement. The execution of counterparts shall not be deemed to constitute delivery of this Acknowledgement by any party until all of the parties have executed and delivered their respective counterparts.
Source: Item 23 — Receipts (FDD pages 77–282)
What This Means (2025 FDD)
According to HealthSource Chiropractic's 2025 Franchise Disclosure Document, franchisees are strictly prohibited from disclosing confidential information to third parties. The FDD emphasizes that HealthSource Chiropractic is the sole owner of its Confidential Information. Franchisees and their employees, representatives, and agents must maintain absolute confidentiality and can only use the information for operating a HealthSource Chiropractic franchise. Unauthorized copies are forbidden, and all materials containing Confidential Information must be returned upon request. These restrictions apply regardless of whether a Franchise Agreement is ultimately signed or if the Acknowledgment is revoked or terminated. Publicly available information is excluded from these restrictions.
Licensed Providers also acknowledge that the Confidential Information belongs to HealthSource Chiropractic and may contain trade secrets. They agree not to use the Confidential Information in any business or capacity other than performing Licensed Provider Services under the Agreement. They must maintain absolute confidentiality during and after the Agreement Term and not disclose it to any third party. Franchisees must also implement reasonable procedures to prevent unauthorized use or disclosure, including non-disclosure agreements with employees. HealthSource Chiropractic is a third-party beneficiary of these covenants.
Upon termination or expiration of the franchise agreement, franchisees must immediately cease using any Confidential Information and agree not to use it in any business or for any other purpose. All non-disclosure covenants survive the termination or expiration, and franchisees must return all copies of the Operations Manual and any written Confidential Information. Franchisees must also maintain all accounts and records for their Franchised Business for a period of not less than seven years after final payment of any amounts they owe to HealthSource Chiropractic, its affiliates, and/or related persons when this Agreement is terminated, but they may not sell, disclose, or otherwise transfer any of the information contained in those accounts and records (other than patient records needed for their continuing care) to, or for use by, any competitive business.
During the term of the agreement, franchisees, principal owners, and their immediate families are prohibited from having any interest in any business that offers products or services similar to those offered at HealthSource Chiropractic Clinic franchises. The ownership of one percent (1%) or less of a publicly traded company is an exception to this rule. This non-competition agreement is designed to protect HealthSource Chiropractic's Confidential Information and encourage a free exchange of ideas among franchisees.