What is the permitted scope of confidentiality agreements required for owners, spouses, and managers of a Basecamp Fitness franchise?
Basecamp_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
require you to honor service packages and other approved offers sold by other Basecamp Fitness studios. We require you to participate in reciprocity programs we may specify and you are not compensated if a member from another location uses your Basecamp Studio. All memberships and products must comply with our pricing guidelines.
10. CONFIDENTIAL INFORMATION/IMPROVEMENTS
A. You acknowledge that all the information you have now or obtain in the future concerning the System and the concepts and methods of promotion franchised hereunder is derived from us pursuant
to this Agreement, and that you will treat such information in confidence. You agree never to, directly or indirectly, engage in or abet the misappropriation (as the term "misappropriation" is defined in the Minnesota Uniform Trade Secrets Act), or the disclosure, divulgence, or distribution of all or any part of the System and the concepts and methods of promoting franchises hereunder. You will disclose such confidential information only to such of your employees as must have access to it in order to operate your Basecamp Studio and use it only for the operation of your Basecamp Studio. At our request, you must deliver to us confidentiality agreements and non-compete agreements in a form satisfactory to us signed by your owners and the spouses of your owners. All of your managers must sign confidentiality agreements. The scope of the confidentiality agreements shall be consistent with the provisions of this Section 10.A, and the scope of the noncompete agreements shall be consistent with the provisions of Section 17 of this Agreement. For the avoidance of doubt, you may not use any such confidential information for the purpose of machine learning, augmented human intelligence development, training any artificial intelligence ("AI") model, algorithm improvement, or similar data aggregation activities without our express written consent. Such uses shall not be deemed related to the performance of this Agreement and are expressly prohibited. You shall not, without our prior written consent, input any such confidential information into any generative AI platform, or disclose such information to any provider or source of generative AI services. You shall opt out of allowing any provider or source of generative AI to utilize confidential information for training of any AI model or for other purposes.
- B. Notwithstanding any provision of Section 10.A, at your discretion, you may allow any financial institution that has loaned money to you or to your business to have access to your books and records to confirm your billings, collections, receivables, and any other financial information you have provided to the financial institution.
- C.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Basecamp Fitness's 2025 Franchise Disclosure Document, confidentiality agreements are required for owners, spouses of owners, and all managers. The scope of these agreements must align with the provisions outlined in Section 10.A of the franchise agreement, which pertains to confidential information and improvements.
Specifically, franchisees must ensure that their owners and their spouses sign confidentiality agreements in a form satisfactory to Basecamp Fitness. All managers must also sign confidentiality agreements. The confidentiality agreements must prevent the misappropriation, disclosure, divulgence, or distribution of any part of the Basecamp Fitness system, concepts, and methods of promoting franchises. Franchisees are only permitted to disclose confidential information to employees who need access to it for operating the Basecamp Studio, and it can only be used for that purpose.
Furthermore, the agreement explicitly prohibits using confidential information for machine learning, augmented human intelligence development, training any artificial intelligence (AI) model, algorithm improvement, or similar data aggregation activities without express written consent from Basecamp Fitness. Franchisees are also barred from inputting confidential information into any generative AI platform or disclosing it to any provider of generative AI services, and they must opt out of allowing generative AI providers to use the information for AI model training or other purposes.
In addition to owners, spouses, and managers, Basecamp Fitness also requires the franchisee to obtain a Confidentiality Agreement from the Principal Operator and the studio and fitness manager (and all other persons performing similar functions, regardless their title). This agreement must be enforceable by Basecamp Fitness, in a form approved by them, in which they agree to maintain in confidence all confidential information and trade secrets provided to them, and not to use any of the Names and Marks except in the performance of their duties in the Basecamp business. These measures ensure the protection of Basecamp Fitness's proprietary information and trade secrets across various levels of operation.