What does Annex Brands consider to be 'Confidential Information'?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee acknowledges and agrees that Franchisee will not acquire any interest in the Confidential Information, other than the right to use it in the operation of the Center during the term of the Franchise, and that the use or duplication of the Confidential Information in any other business would constitute an unfair method of competition. Franchisee acknowledges and agrees that the Confidential Information is owned by, and constitutes a trade secret of Franchisor. Information is not considered to be Confidential Information if: 1) it is in the public domain; 2) it is received from a third party other than Franchisor; or 3) it is developed by Franchisee as demonstrated by documentary proof. Franchisee agrees that he, she or they: 1) will not use the Confidential Information in any other business or capacity; 2) will maintain the absolute confidentiality of the Confidential Information during and after the term of the Franchise; 3) will not make unauthorized copies of any portion of the Confidential Information disclosed to Franchisee in the Manuals, in writing or otherwise; and 4) will adopt and implement all reasonable procedures prescribed periodically by Franchisor to prevent unauthorized use or disclosure of the Confidential Information, including restrictions on disclosure of the Confidential Information to managers and other personnel of the Center, and the use of non-disclosure agreements with managers and other personnel who have access to the Confidential Information. Franchisee acknowledges and agrees that it may not disclose any Confidential Information to any Premises Owner (as defined in Subsection 3.B of this Agreement), except with the express consent of Franchisor, and that there is no implied consent from Franchisor to do so.
Source: Item 22 — Contracts (FDD pages 109–110)
What This Means (2025 FDD)
According to the 2025 FDD, Annex Brands considers its 'Confidential Information' to be proprietary knowledge and trade secrets essential to the operation of its franchised centers. This information is protected under the franchise agreement, and franchisees only have the right to use it during the term of their franchise. Annex Brands retains ownership of this information, emphasizing that its unauthorized use or duplication would be an unfair competitive practice.
However, the FDD specifies certain exceptions to what is considered Confidential Information. Information that is already in the public domain, received from a third party independent of Annex Brands, or developed independently by the franchisee with documented proof is not classified as Confidential Information. This clarifies that franchisees are not restricted from using generally known information or knowledge they develop themselves.
The franchise agreement places several obligations on the franchisee to protect this Confidential Information. Franchisees must not use the information in any business other than their Annex Brands center, maintain its confidentiality both during and after the franchise term, avoid making unauthorized copies, and follow procedures prescribed by Annex Brands to prevent unauthorized use or disclosure. This includes restricting access to the information by center personnel and using non-disclosure agreements with those who have access. Franchisees also need explicit consent from Annex Brands before disclosing any Confidential Information to a premises owner.