What constitutes an unfair method of competition for a Hydrodog franchisee regarding Confidential Information?

nd our affiliates possess (and will continue to develop and acquire) certain confidential information (the "Confidential Information") relating to the development and operation of the HydroDog Businesses, which includes (without limitation):

• (a) methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge and experience used in developing and operating your HydroDog Business (including, without limitation, the System Standards);
• (b) market research and promotional, marketing and advertising programs for your HydroDog Business;
• (c) client communication programs, along with data used or generated in connection with those programs;
  • (d) the System and the know-how related to its use;
• (e) plans, specifications, size and physical characteristics of the HydroDog Businesses, HydroDog Vehicles;
  • (f) Territory selection criteria;
  • (g) design of equipment, furniture, forms, materials and supplies;
  • (h) training for the HydroDog Businesses;
• (i) methods, techniques, formats, specifications, procedures, information and systems related to and knowledge of and experience in the development, operation and franchising of the HydroDog Businesses;
• (j) knowledge of specifications for certain Products and Supplies and suppliers of certain Products and Supplies;
  • (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.

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