What constitutes a violation of the confidentiality agreement for a Hydrodog franchisee?

You will not disclose, leak, divulge, disseminate, reveal, make available, replicate, duplicate (in any form, tangible or intangible) or otherwise communicate all or any portion of the Confidential Information to any other person or entity, or use it for any purpose other than while you are working with us at the Business under a Franchise Agreement with Franchisor, either directly or indirectly.

You will use the highest degree of care to safeguard the confidentiality of the Confidential Information and not make any copies of the Confidential Information (printed or an intangible form).

You will follow all reasonable procedures we or the Franchisor may prescribe from time to time to prevent unauthorized use or disclosure of the Confidential Information (collectively, the "Confidentiality Obligations").

9.3 Client Database. You agree that the list of the names, addresses and other information regarding your current clients, former clients, and those who have inquired about the Services (the "Client

Database") is included in the Confidential Information, is our property, and constitutes a trade secret of ours. You agree that you may not disclose, sell, assign, transfer or convey the Client Database, or any portion thereof, to any person other than us either during the term of this Agreement or thereafter, and you acknowledge that the Client Database constitutes our sole and exclusive property. You further agree that a breach of this Section shall be grounds for immediate termination of this Agreement pursuant to Section 14.1.12.

• (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 acc

• (p) you (or any of your owners) make any unauthorized use or disclosure of any Confidential Information or use, duplicate or disclose any portion of the Manuals in violation of this Agreement;

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