What constitutes 'Proprietary Information' that Body20 may disclose to the franchisee?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
nd to cause
your Owners, employees, and contractors to sign) whatever assignment or other documents we request to evidence our ownership or to help us obtain intellectual property rights in the Innovation. We and our Affiliates have no obligation to make any payments to you or any other person with respect to any Innovations. You may not use any Innovation in operating the Studio or otherwise without our prior approval.
Section 10 Proprietary Information.
- 10.1 Receipt of Proprietary Information. You acknowledge that prior to or during the Term, we may disclose in confidence to you, either orally or in writing, certain trade secrets, know-how, and other confidential information relating to the System, our business, the businesses of our franchisees, our vendor relationships, our Sessions, or the construction, management, operation, or promotion of the Studio (collectively, "Proprietary Information"), including (i) site selection criteria and methodologies; (ii) methods, formats, systems, System Standards, sales and marketing techniques, knowledge and experience used in developing and operating Studios, including information in the Manuals; (iii) marketing research and promotional, marketing, advertising, public relations, customer relationship management and other brand-related materials and programs for Studios; (iv) knowledge of specifications for and suppliers of, and methods of ordering, certain items that Studios use and/or sell; (v) knowledge of the operating results and financial performance of other Studios; (vi) customer communication and retention programs, along with data used or generated in connection with those programs; and (vii) any other information we reasonably designate from time to time as confidential or proprietary. "Proprietary Information" does not include (a) information that is part of the public domain or becomes part of the public domain through no fault of you, (b) information disclosed to you by a third party having legitimate and unrestricted possession of such information, or (c) information that you can demonstrate by clear and convincing evidence was within your legitimate and unrestricted possession when the parties began discussing the sale of the franchise.
- 10.2 Nondisclosure of Proprietary Information. We and our Affiliates own all right, title, and interest in and to the Proprietary Information. You will not, nor will you permit any person to, use or disclose any Proprietary Information (including without limitation all or any portion of the Manuals) to any other person, except to the extent necessary for your professional advisors and your employees to perform their functions in the operation of the Studio.
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, Proprietary Information includes trade secrets, know-how, and confidential information related to the Body20 system. This information can be disclosed either orally or in writing. It pertains to Body20's business, the businesses of its franchisees, vendor relationships, sessions, or the construction, management, operation, or promotion of the studio.
Specifically, Proprietary Information includes site selection criteria and methodologies, methods, formats, systems, System Standards, sales and marketing techniques, and knowledge and experience used in developing and operating studios, including information in the manuals. It also encompasses marketing research and promotional, marketing, advertising, public relations, customer relationship management, and other brand-related materials and programs for studios. Furthermore, it includes knowledge of specifications for and suppliers of certain items that studios use and/or sell, knowledge of the operating results and financial performance of other studios, customer communication and retention programs, along with data used or generated in connection with those programs, and any other information Body20 reasonably designates as confidential or proprietary.
However, the definition of Proprietary Information does not include information that is already in the public domain, information disclosed to the franchisee by a third party with legitimate possession of it, or information the franchisee can prove they already possessed legitimately before discussing the franchise sale. Body20 retains all rights to this Proprietary Information, and franchisees are prohibited from using or disclosing it, except to the extent necessary for their professional advisors and employees to perform their duties in operating the studio. Unauthorized use of this information in another business would be considered unfair competition, and the franchisee is liable for any unauthorized use or disclosure by their employees or others to whom they disclose the information.