Does the Kidokinetics Confidentiality Agreement allow for making unauthorized copies of documents containing Intellectual Property?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
- Know-How and Intellectual Property: Non-disclosure and Ownership. You agree: (i) you will not use the Intellectual Property in any business or capacity other than for the benefit of the Kidokinetics Business operated by Franchisee or in any way detrimental to us or to the Franchisee; (ii) you will maintain the confidentiality of the Intellectual Property at all times; (iii) you will not make unauthorized copies of documents containing any Intellectual Property; (iv) you will take such reasonable steps as we may ask of you from time to time to prevent unauthorized use or disclosure of the Intellectual Property; and (v) you will stop using the Intellectual Property immediately if you are no longer an employee, independent contractor, agent, representative, or supplier of Franchisee. You further agree that you will not use the Intellectual Property for any purpose other than performing your duties for Franchisee and within the scope of your employment or other engagement with Franchisee.
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to Kidokinetics's 2024 Franchise Disclosure Document, the Confidentiality Agreement explicitly prohibits making unauthorized copies of documents containing Intellectual Property. This is outlined in the sample confidentiality agreement provided in Exhibit H-3. The agreement emphasizes the importance of maintaining the confidentiality of the Intellectual Property and restricts its use to benefit the Kidokinetics business operated by the franchisee.
Specifically, the agreement states that individuals associated with a Kidokinetics business, such as employees or contractors, must not make unauthorized copies of documents containing any Intellectual Property. They are also required to take reasonable steps to prevent unauthorized use or disclosure of the Intellectual Property. This obligation extends to ceasing the use of Intellectual Property immediately upon termination of their association with the franchisee.
The Intellectual Property, which includes trademarks, copyrights, know-how, the operations manual, and the Kidokinetics system, remains the sole property of Kidokinetics Franchise LLC. Franchisees are entrusted with this information to operate their business but must protect it from unauthorized use or distribution. Failure to comply with these confidentiality obligations can lead to a breach of the franchise agreement and potential legal consequences.
This provision is standard in franchise agreements to protect the franchisor's proprietary information and maintain the integrity of the brand. Prospective Kidokinetics franchisees should carefully review the Confidentiality Agreement and understand their obligations regarding the protection of Intellectual Property to avoid any inadvertent violations.