obligation

What measures must a Kidokinetics franchisee take to maintain the confidentiality of Confidential Information?

Kidokinetics Franchise · 2024 FDD

Answer from 2024 FDD Document

rade secrets.

During the term of the Franchise Agreement, you may have access to and become acquainted with our trade secrets, including, but not limited to, methods, processes, customer lists, vendor partnerships and/or relationships, sales and technical information, costs, product prices and names, software tools and applications, website and/or email design, products, services, equipment, technologies and procedures relating to the operation of the Kidokinetics Business; systems of operation, services, programs, products, procedures, policies, standards, techniques, requirements and specifications which are part of the System; the Franchise Operations Manual; methods of advertising and promotion; instructional materials; marketing plans, business methods, research, development or know-how, any other information which we may or may not specifically designate as "confidential" or "proprietary", and the components of our System whether or not such information is protected or protectable by patent, copyright, trade secret or other proprietary rights (collectively called the "Confidential Information"). You agree that you will take all reasonable measures to maintain the confidentiality of all Confidential Information in your possession or control and that all such Confidential Information and trade secrets shall remain our exclusive property. You may never (during the initial term, any renewal term, or after the Franchise Agreement expires or is terminated) reveal any of our

Confidential Information to another person or use it for any other person or business. You may not copy any of our Confidential Information or give it to a third party except as we authorize in writing to you prior to any dissemination. Your Manager and your other management level personnel must sign our Confidentiality and Non-Compete Agreement (Franchise Agreement, Attachment F).

ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

You or, if the franchisee is an entity, the majority shareholder or owner of the franchisee must devote personal full-time attention and best efforts to the management and operation of the Kidokinetics Business, or you may delegate the day-to-day operation of your Kidokinetics Business to a Manager ("Manager"). If the Franchisee is an entity and the owner(s) elect to hire a Manager, then a shareholder or owner of the franchisee must dedicate a minimum of 20 hours per month to the operation of the Kidokinetics Business. You and the Manager, if different from you, must successfully complete our initial training program and all other training courses we require. You may not appoint a Manager who is not you or a principal of the Franchisee, if an entity, without our approval. The Manager must devote his or her full time and best efforts to the job, cannot have an interest or business relationship with any of our competitors, and must meet our then-current standards for Managers before assuming the position. If you are a business entity, each owner must sign a Personal Guaranty. Spouses are required to sign a Personal Guaranty. The Personal Guaranty is attached to our Franchise Agreement as Attachment E.

Your Manager and all other managerial personnel who will have access to our proprietary and Confidential Information and training must sign our Non-Disclosure and Non-Compete Agreement, which is attached to our Franchise Agreement as Attachment F. Additionally, if you are a business entity, all of your officers, directors, and direct and indirect equity holders, and those of any business entity that directly or indirectly controls you must sign the Non-Disclosure and Non-Compete Agreement.

ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You must sell or offer for sale only those products and services authorized by us, and which meet our standards and specifications. Authorized products may differ among our franchisees and may vary depending on the operating season and geographic location of your Kidokinetics Business or other factors. You must follow our policies, procedures, methods and techniques. You must sell or offer for sale all types of products and services specified by us. We may change or add to our required products and services, at our discretion, with prior notice to you. If we change or add to our required products and services, the changes or additions will remain in permanent effect unless we specify otherwise. The amount you must pay for the changes or additions will depend upon their nature and type. There are no limitations on our rights to make changes to the required products and services offered by you. You must discontinue selling and offering for sale any products and services that we disapprove. We reserve the right to establish minimum and maximum resale prices for use with multi-area marketing programs and special price promotions, in accordance with the law.

You may not establish an account or participate in any social networking sites, crowdfunding campaigns or blogs, or mention or discuss the Kidokinetics franchise, us or any of our affiliates without

our prior written consent and as subject to our online policy. Our online policy may completely prohibit you from using the Marks on social networking sites or other online use. You may not sell products through other channels of distribution such as wholesale, Internet or mail order sales. Otherwise, we place no restrictions upon your ability to serve customers, provided you do so from the location of your Kidokinetics Business in accordance with our policies.

ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

This table lists certain important provisions of the Franchise Agreement and related agreements. You should read these provisions in the agreements attached to this Disclosure Document.

Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 38–39)

What This Means (2024 FDD)

According to Kidokinetics's 2024 Franchise Disclosure Document, franchisees must take several measures to protect the confidentiality of the franchisor's Confidential Information. These measures are required both during the term of the Franchise Agreement and even after its expiration or termination. Confidential Information includes trade secrets, methods, processes, customer lists, vendor partnerships, sales and technical data, costs, prices, software, website design, operational systems, the Franchise Operations Manual, advertising methods, marketing plans, and other proprietary information related to the Kidokinetics business.

Specifically, Kidokinetics franchisees must take all reasonable measures to maintain the confidentiality of all Confidential Information in their possession or control. Franchisees are prohibited from revealing any Confidential Information to another person or using it for any other person or business. Copying Confidential Information or providing it to a third party is not allowed without prior written authorization from Kidokinetics. Furthermore, the franchisee's manager and other management-level personnel are required to sign a Confidentiality and Non-Compete Agreement.

In addition to these general requirements, Kidokinetics franchisees must protect customer lists, supplier information, and purchasing arrangements as trade secrets. Franchisees must not communicate or divulge this information to any other person or entity, nor use it for their own benefit, either during or after the term of the agreement. Access to Confidential Information should be limited to those employees who require it to operate the Kidokinetics business. Franchisees must also take necessary steps, at their own expense, to protect the Confidential Information and immediately notify Kidokinetics if any Confidential Information is divulged in violation of the agreement. Franchisees must maintain the Franchise Operations Manual in a safe and secure location and use the latest available firewall and similar technology to prevent unauthorized access to computer and telecommunications networks. These obligations regarding confidentiality survive the expiration, termination, or transfer of the Franchise Agreement and are perpetually binding.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.