What is the scope of permitted use of Intellectual Property under the Kidokinetics Confidentiality Agreement?
Kidokinetics Franchise · 2024 FDDAnswer from 2024 FDD Document
gree to comply with this Agreement.
- 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.
The Intellectual Property is and shall continue to be the sole property of Kidokinetics Franchise LLC. You hereby assign and agree to assign to us any rights you may have or may acquire in such Intellectual Property. Upon the termination of your employment or engagement with Franchisee, or at any time upon our or Franchisee's request, you will deliver to us or to Franchisee all documents and data of any nature pertaining to the Intellectual Property, and you will not take with you any documents or data or copies containing or pertaining to any Intellectual Property.
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- Immediate Family Members. You acknowledge you could circumvent the purpose of this Agreement by disclosing Intellectual Property to an immediate family member (i.e., spouse, parent, sibling, child, or grandchild). You also acknowledge that it would be difficult for us to prove whether you disclosed the Intellectual Property to family members. Therefore, you agree you will be presumed to have violated the terms of this Agreement if any member of your immediate family uses or discloses the Intellectual Property. However, you may rebut this presumption by furnishing evidence conclusively showing you did not disclose the Intellectual Property to the family member.
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- Covenants Reasonable. You acknowledge and agree that: (i) the terms of this Agreement are reasonable both in time and in scope of geographic area;
Source: Item 22 — CONTRACTS (FDD page 59)
What This Means (2024 FDD)
According to the 2024 Kidokinetics Franchise Disclosure Document, the Confidentiality Agreement outlines specific permissions and restrictions regarding the use of Kidokinetics' Intellectual Property. The agreement emphasizes that individuals with access to confidential information, such as employees or contractors, can only use this information in direct connection with the Kidokinetics Business operated under the Franchise Agreement. This use must align with their duties for the franchisee and stay within the scope of their employment or engagement.
The agreement strictly prohibits using the Intellectual Property in any capacity other than for the benefit of the Kidokinetics Business or in any way that could be detrimental to Kidokinetics or its franchisees. Unauthorized copying of documents containing Intellectual Property is forbidden, and individuals must take reasonable steps to prevent unauthorized use or disclosure. Upon termination of employment or engagement, all documents and data pertaining to the Intellectual Property must be returned, with no copies retained.
Furthermore, the Franchisee is granted the right to use Kidokinetics' Intellectual Property and System solely for operating a Kidokinetics Business, and only at or from the approved Kidokinetics Business Location or in approved advertising related to the Kidokinetics Business. Any unauthorized use of the Intellectual Property is considered an infringement of Kidokinetics' rights and an event of default under the Franchise Agreement. These restrictions do not apply to information that is publicly known or legally becomes public, provided that Kidokinetics is given notice to seek protective orders if disclosure is legally required.