What is the restriction on the use of confidential information for a Hydrodog franchisee?
Hydrodog Franchise · 2025 FDDAnswer from 2025 FDD Document
- 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.
Source: Item 23 — RECEIPTS (FDD pages 43–166)
What This Means (2025 FDD)
According to the 2025 Hydrodog Franchise Disclosure Document, as a franchisee, you do not acquire any ownership interest in Hydrodog's confidential information, but you are granted the right to use certain confidential information to operate your Hydrodog business during the term of the Franchise Agreement. Using any confidential information for purposes not explicitly authorized by the agreement is considered an unfair method of competition and may violate certain laws. Hydrodog considers its confidential information proprietary and including trade secrets.
The agreement specifies that franchisees, their owners, managers, employees, and independent contractors must agree not to use any confidential information in any other business or capacity, and they must keep the confidential information strictly confidential both during and indefinitely after the agreement's term. Franchisees also agree not to make unauthorized copies of confidential information disclosed via electronic medium or in written or other tangible form.
Furthermore, franchisees must implement all reasonable procedures prescribed by Hydrodog to prevent unauthorized use or disclosure of confidential information. This includes restricting its disclosure to franchise business personnel and others needing to know such information to operate the Hydrodog business, and requiring all employees and independent contractors with access to confidential information to sign confidentiality and non-competition agreements in a form acceptable to Hydrodog. Hydrodog retains the right to regulate the form of these agreements and to be a third-party beneficiary with independent enforcement rights. Franchisees must also disclose to Hydrodog all ideas, techniques, services, and products concerning the development and operation of their Hydrodog business conceived or developed during the term of the agreement, granting Hydrodog a perpetual, irrevocable, royalty-free, non-exclusive, transferable, and worldwide right to use, modify, exploit, and sublicense these innovations.