What is the Body20 definition of 'Proprietary Information'?
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 the 2025 Body20 Franchise Disclosure Document, Proprietary Information encompasses trade secrets, know-how, and confidential information related to the Body20 system. This includes aspects of the business, such as franchisee operations, vendor relationships, training sessions, and studio management.
Specifically, Body20's definition extends to site selection criteria, operational methods, system standards, sales and marketing techniques, and knowledge used in developing and operating the studios. It also covers marketing research, promotional materials, advertising strategies, public relations, customer relationship management, and other brand-related programs. Furthermore, it includes specifications for suppliers, methods of ordering items used or sold in the studios, knowledge of operating results, financial performance of other studios, customer communication and retention programs, and any other information Body20 designates as confidential.
However, the definition of Proprietary Information does not include information already in the public domain, information disclosed by a third party with unrestricted possession of it, or information the franchisee can prove they legitimately possessed before discussing the franchise sale. Body20 retains all rights and title to this Proprietary Information, and franchisees are prohibited from disclosing it to others, except to their professional advisors and employees when necessary for studio operations. Unauthorized use of this information in other businesses is considered unfair competition, and franchisees are liable for any unauthorized disclosure by their employees or others to whom they provide access.