What actions are considered a breach of confidentiality regarding Hydrodog's Confidential Information?

ies;

• (k) pet grooming techniques, products and services;
• (l) the Client Database (as described in Section 9.5 below); and
• (m) knowledge of operating results and financial performance of the HydroDog Businesses other than those operated by you (or your affiliates).
• 9.2 Restriction on Use of Confidential Information. You acknowledge and agree that you will not acquire any interest in Confidential Information, other than the right to use certain Confidential Information in operating your HydroDog Business during this Agreement's term and according to this Agreement's terms and conditions, and that your use of any Confidential Information for any purpose not expressly authorized by this Agreement would constitute an unfair method of competition with us and our franchisees and may violate certain laws. You further acknowledge and agree that the Confidential Information is proprietary, includes our trade secrets, and is disclosed to you only on the condition that you, your Owners, managers, employees and/or independent contractors who have access to it agree, and they do agree, that you and they:
  • (a) Will not use any Confidential Information in any other business or capacity;
  • (b) Will keep the Confidential Information strictly confidential during and indefinitely after this Agreement's term;

• (c) Will not make unauthorized copies of any Confidential Information disclosed via electronic medium or in written or other tangible form; and
• (d) will adopt and implement all reasonable procedures that we periodically prescribe to prevent unauthorized use or disclosure of Confidential Information, including, without limitation, restricting its disclosure to Franchised Business personnel and others needing to know such Confidential Information to operate your HydroDog Business, and requiring all employees and independent contractors having access to Confidential Information to sign confidentiality and non-competition agreements in a form acceptable to us. We have the right to regulate the form of confidentiality and non-competition agreement that you use and to be a third-party beneficiary of that agreement with independent enforcement rights.

You must disclose to us all ideas, techniques, services and products concerning the development and operation of your HydroDog Business that you or your employees conceive or develop during the term of this Agreement. You must grant to us and agree to obtain from your owners, employees, contractors, and agents a perpetual, irrevocable, royalty-free, non-exclusive, transferable, and worldwide right to use, modify, exploit, and sublicense these ideas, techniques, innovations, improvements and products concerning the development and operation of Franchised Business that you or your employees, contractors, or agents conceive or develop during the term of this Agreement in all pet-related product and service businesses. We will have no obligation to make any lump sum or on-going payments to you with respect to any idea, concept, method, technique or product. You must agree that you will not use nor will you allow any other person or entity to use any of these ideas, techniques or products without obtaining our prior written approval. Such ideas, techniques, services and products will be deemed to be our sole and exclusive property, part of the System, and works made-for-hire for us. To the extent any item does not qualify as a "work made-for-hire" for us, by this paragraph you assign ownership of that item, and all related rights to that item, to us and agree to sign whatever assignment or other documents we request to evidence our ownership or to help us obtain intellectual property rights in the item.

"Confidential Information" does not include information, knowledge or know-how which: (a) at or prior to the time of receipt was in the public domain; (b) at or prior to the time of receipt by you or the signing of this Agreement, whichever occurred first, was known to you and in actual commercial use by you or generally within the industry, in the manner and combination disclosed; or (c) is subsequently received by you from an independent third party not in breach of any duty of nondisclosure, secrecy, nonuse or similar duty, but only to the extent and in the form, manner and combination so disclosed.

You agree that any failure to comply with the terms of this Article 9 will cause substantial and irreparable damage to us and/or other franchisees, for which there may not be an adequate remedy at law.

Source: Item 23 — RECEIPTS (FDD pages 43–166)