What is the meaning of 'Confidential Information' in the context of the Hydrodog franchise agreement?

e have entered into a Franchise Agreement (the "Franchise Agreement") with Legacy Franchisors, LLC, a Maine Limited Liability Company (the "Franchisor") to operate a HydroDog Business (the "Business") within (the "Territory"). The Business specializes in selling pet grooming products and services and related products and accessories in a distinctive and innovative environment, and is operated pursuant to formats, specifications, standards methods and procedures prescribed or approved by the Franchisor (the "System"). We possess or have access to certain confidential information relating to the System; including the operations manuals; other proprietary materials; the sales and marketing techniques used, knowledge of and experience in developing and operating a HydroDog Business; customer information; recipes and ingredients; knowledge of specifications for and suppliers of certain goods, products, services, and supplies used by or related to the System, certain of which the Franchisor licenses to us or which are developed by us under the Franchise Agreement but are owned by the Franchisor (the "Confidential Information").

You understand that the System and Confidential Information are the Franchisor's proprietary, trade secrets and are confidential. You acknowledge that we and the Franchisor have provided you with specialized and extensive training regarding the Business and that we have developed extensive customer goodwill. We have an obligation under our Franchise Agreement to maintain the Confidential Information as secret and confidential. You represent to us and the Franchisor that you have other skills that you can utilize if, for any reason, your relationship with us ends.

OPERATIVE TERMS:

Accordingly, you and we agree as follows:

• 1. Confidentiality. You will (a) not use the Confidential Information in any other business or capacity; (b) maintain the absolute confidentiality of the Confidential Information during and after the term of the Franchise Agreement and your employment by, or association with, us; (c) not make unauthorized copies of any portion of the Confidential Information disclosed in written form; and (d) comply with all procedures we prescribe from time to time to prevent unauthorized use or disclosure of the Confidential Information.
• 1. Competitive Restrictions. During the time that you are associated with us, as an employee or independent contractor and for a period of two (2) years following the termination of such association, unless we and the Franchisor otherwise permit in writing and except on our behalf, you will not:
  • (a) have any direct or indirect interest (e.g., through a spouse or child) as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, member, manager, representative, or agent or in any other capacity in any business or facility owning, operating, managing, or granting franchises or licenses to others to do so, or in any Competitive Business operating:

• (i) within the Territory;
• (ii) within twenty-five (25) miles of the Territory; or
• (iii) within twenty-five (25) miles of any other HydroDog Business or its Territory in operation or under construction on the later of the effective date of the termination or expiration of your employment or the date on which you comply with such restrictions (see Section 5 below).
• (b) on behalf of yourself or any other person, or in any capacity associated with any other person or entity, solicit, divert, take away, or interfere with any of the business, customers, vendors, suppliers, franchisees or contractors of ours or the Franchisor, our or its affiliates or any of its franchisees as may exist during the term of this Agreement or thereafter.

The words "Competitive Business" refers to any business or facility that owns, operates, manages, grants, sells, offers or supports franchises or licenses to others to do so, any mobile, fixed, or internet or catalog based business or facility that provides pet grooming, pet care, pet products or services, or any other pet-related products and services that are identical, similar to, competitive with, or substitutable for the Products and Services offered by HydroDog Businesses, whether now existing or hereafter developed, excluding any HydroDog Business under a franchise agreement with us, or any other business that we, at our sole discretion, determine to be competitive.

• 1. Confidential Information You will not acquire any interest in the Confidential Information. The use or duplication of any Confidential Information in any other business will constitute an unfair method of competition. 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.

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