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What is the name of your state? Connecticut
What is the name of your state? Connecticut
I am interested in purchasing a franchise. I am not going to give details regarding the franchise. Suffice it to say, it is a delivery business. I asked the franchisor if I can ride with one of their franchisees so I can determine if this franchise is right for me. They agreed if I sign a non compete. The form is rather complicated. It seems to me that if I sign it, I can't pursue other franchises that are similar, or talk to people, like banks, about the details of the franchise. I am concerned that if I sign it, and don't purchase it, I won't be able to look at other franchises. Please let me know if my concerns are justified. The non compete is as follows:
PROSPECTIVE FRANCHISEE NON DISCLOSURE & NON COMPETE AGREEMENT
As of the _________day of _____________, 2003, (Name of Company), Inc. ("Franchisor"), ______________ ("Franchisee") and ________________, ("Prospect") agree as follows:
1. Prospect desires to investigate the operation of a (Name of Company) Franchise by participating (riding with and observing) in the daily operations of Franchisee and/or reviewing the business records of Franchisee that may result in the purchase of a franchise from the Franchisor and/or the Franchisee.
2. During the time of investigation hereunder (the "Term"), Prospect may have access to confidential information consisting of the following categories of information (collectively, the "Trade Secrets"):
a. (Name of Company)System, which is the proprietary system of (Name of Company), Inc., consisting of instructional materials, products, identification programs, standards, trademarks and service marks, and other information and materials;
b. Financial information, such as Franchisor's or Franchisee's earnings, assets, debts, prices, pricing structure, volumes of purchases or sales or other financial data, whether relating to Franchisor or Franchisee generally, or to particular services, products, geographic areas or time periods;
c. Supply and service information, such as goods and services, suppliers names or addresses, terms of supply or service contracts, or of particular transactions, or related information about potential suppliers, to the extent that such information is not generally known to the public, and to the extent that the combination of suppliers or use of a particular supplier, though generally known or available, yields advantages to Franchisor and Franchisee, the details of which are not generally known;
d. Marketing information, such as details about ongoing or proposed marketing systems, programs or agreements by or on behalf of Franchisor or Franchisee, sales forecasts or results of marketing efforts or information about impending transactions;
3. Franchisor along with its Franchisee and Prospect consider their relationship one of confidence with respect to the Trade Secrets. Therefore, during the Term of this Agreement or any extension thereof, and for a period of thirty six (36) months thereafter, Prospect, shall not communicate or divulge to, or use for the benefit of Prospect, any other person, persons, partnership, association or corporation any information or knowledge concerning the methods of equipping or operating a Franchise or similar business and all other information or knowledge that Franchisor and/or Franchisee deem confidential, which may be communicated to Prospect, or of which Prospect may be apprised, by virtue of Prospect's investigation under the terms of this Agreement. Any and all information, knowledge and know-how including, without limitation, drawings, materials, specifications, techniques, marketing systems, Trade Secrets, and other data, which Franchisor and/or Franchisee designate as confidential shall be deemed confidential for the purposes of this Agreement.
4. Prospect acknowledges that any violation of this Agreement will cause Franchisor and/or Franchisee irreparable harm and that damages, which Franchisor or Franchisee will suffer, may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this Agreement, Franchisor and/or Franchisee shall be entitled to the issuance of a restraining order, preliminary and permanent injunction, without bond, restraining or enjoining such violation by Prospect or any entity or person acting in concert with Prospect. Such remedy shall be additional to and not in limitation of any other remedy that may be otherwise available to Franchisor or Franchisee. Prospect consents to the issuance of such restraining order, preliminary or permanent injunction.
5. The covenants contained in this Agreement shall be construed as severable and independent and shall be interpreted and applied consistently with the requirements of reasonableness and equity. If all or any portion of a covenant in this Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in a decision to which Franchisor and/or Franchisee is a party, Prospect expressly agrees to be bound by any lesser covenant as modified, which shall be fully enforceable notwithstanding the general severability in this Agreement.
6. This Agreement shall be interpreted, construed and governed by the laws of Massachusetts.
7. To the extent that each may lawfully do so, Franchisor, Franchisee and Prospect all waive a trial by jury in any action that may be brought on or with respect to this Agreement or any other agreement executed in connection herewith.
8. The waiver by Franchisor of any breach of any provision of this Agreement by Prospect shall not operate or be construed as a waiver of any subsequent breach by Prospect. No waiver shall be valid unless in writing and signed by an authorized officer of Franchisor.
9. If Prospect purchases a (Name of Company) Franchise this Agreement shall become void and shall be superseded by the franchise agreement. This Agreement shall remain in full force and effect if Prospect does not enter into, and sign a franchise agreement.
INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement as of the date first written above.
Franchisor: Prospect:
(Name of Company), Inc. _________________________
By its President _________________________
Witness
____________________________
Franchisee:
Thank you for any and all help.
What is the name of your state? Connecticut
I am interested in purchasing a franchise. I am not going to give details regarding the franchise. Suffice it to say, it is a delivery business. I asked the franchisor if I can ride with one of their franchisees so I can determine if this franchise is right for me. They agreed if I sign a non compete. The form is rather complicated. It seems to me that if I sign it, I can't pursue other franchises that are similar, or talk to people, like banks, about the details of the franchise. I am concerned that if I sign it, and don't purchase it, I won't be able to look at other franchises. Please let me know if my concerns are justified. The non compete is as follows:
PROSPECTIVE FRANCHISEE NON DISCLOSURE & NON COMPETE AGREEMENT
As of the _________day of _____________, 2003, (Name of Company), Inc. ("Franchisor"), ______________ ("Franchisee") and ________________, ("Prospect") agree as follows:
1. Prospect desires to investigate the operation of a (Name of Company) Franchise by participating (riding with and observing) in the daily operations of Franchisee and/or reviewing the business records of Franchisee that may result in the purchase of a franchise from the Franchisor and/or the Franchisee.
2. During the time of investigation hereunder (the "Term"), Prospect may have access to confidential information consisting of the following categories of information (collectively, the "Trade Secrets"):
a. (Name of Company)System, which is the proprietary system of (Name of Company), Inc., consisting of instructional materials, products, identification programs, standards, trademarks and service marks, and other information and materials;
b. Financial information, such as Franchisor's or Franchisee's earnings, assets, debts, prices, pricing structure, volumes of purchases or sales or other financial data, whether relating to Franchisor or Franchisee generally, or to particular services, products, geographic areas or time periods;
c. Supply and service information, such as goods and services, suppliers names or addresses, terms of supply or service contracts, or of particular transactions, or related information about potential suppliers, to the extent that such information is not generally known to the public, and to the extent that the combination of suppliers or use of a particular supplier, though generally known or available, yields advantages to Franchisor and Franchisee, the details of which are not generally known;
d. Marketing information, such as details about ongoing or proposed marketing systems, programs or agreements by or on behalf of Franchisor or Franchisee, sales forecasts or results of marketing efforts or information about impending transactions;
3. Franchisor along with its Franchisee and Prospect consider their relationship one of confidence with respect to the Trade Secrets. Therefore, during the Term of this Agreement or any extension thereof, and for a period of thirty six (36) months thereafter, Prospect, shall not communicate or divulge to, or use for the benefit of Prospect, any other person, persons, partnership, association or corporation any information or knowledge concerning the methods of equipping or operating a Franchise or similar business and all other information or knowledge that Franchisor and/or Franchisee deem confidential, which may be communicated to Prospect, or of which Prospect may be apprised, by virtue of Prospect's investigation under the terms of this Agreement. Any and all information, knowledge and know-how including, without limitation, drawings, materials, specifications, techniques, marketing systems, Trade Secrets, and other data, which Franchisor and/or Franchisee designate as confidential shall be deemed confidential for the purposes of this Agreement.
4. Prospect acknowledges that any violation of this Agreement will cause Franchisor and/or Franchisee irreparable harm and that damages, which Franchisor or Franchisee will suffer, may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this Agreement, Franchisor and/or Franchisee shall be entitled to the issuance of a restraining order, preliminary and permanent injunction, without bond, restraining or enjoining such violation by Prospect or any entity or person acting in concert with Prospect. Such remedy shall be additional to and not in limitation of any other remedy that may be otherwise available to Franchisor or Franchisee. Prospect consents to the issuance of such restraining order, preliminary or permanent injunction.
5. The covenants contained in this Agreement shall be construed as severable and independent and shall be interpreted and applied consistently with the requirements of reasonableness and equity. If all or any portion of a covenant in this Agreement is held unreasonable or unenforceable by a court or agency having valid jurisdiction in a decision to which Franchisor and/or Franchisee is a party, Prospect expressly agrees to be bound by any lesser covenant as modified, which shall be fully enforceable notwithstanding the general severability in this Agreement.
6. This Agreement shall be interpreted, construed and governed by the laws of Massachusetts.
7. To the extent that each may lawfully do so, Franchisor, Franchisee and Prospect all waive a trial by jury in any action that may be brought on or with respect to this Agreement or any other agreement executed in connection herewith.
8. The waiver by Franchisor of any breach of any provision of this Agreement by Prospect shall not operate or be construed as a waiver of any subsequent breach by Prospect. No waiver shall be valid unless in writing and signed by an authorized officer of Franchisor.
9. If Prospect purchases a (Name of Company) Franchise this Agreement shall become void and shall be superseded by the franchise agreement. This Agreement shall remain in full force and effect if Prospect does not enter into, and sign a franchise agreement.
INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement as of the date first written above.
Franchisor: Prospect:
(Name of Company), Inc. _________________________
By its President _________________________
Witness
____________________________
Franchisee:
Thank you for any and all help.