Does the Buff City Soap Confidentiality Agreement apply to the Designated Principal's Affiliates?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
| , | a | company | with | an | address | at | |
|---|---|---|---|---|---|---|---|
| ("Developer"), for itself and on behalf of Franchisor, its franchisor | |||||||
| pursuant to the | ADA dated | between | Developer | and | Franchisor, | and | |
| , an individual having an address at ("Designated | |||||||
| Principal" or "you"), hereby enter into this Confidentiality and Non-Compete Agreement | (this | ||||||
| "Agreement"), effective as of, ("Effective Date") and agree as follows: | |||||||
| forth in Attachment E-1. | All defined terms used in this Agreement and not otherwise defined will have the meanings set | ||||||
| A. | Confidentiality. |
- (1) Developer and Designated Principal, for their mutual benefit, desire to have Franchisor disclose to Designated Principal certain Confidential Information Purpose.
- (2) Confidential Information means any and all information, knowledge, know-how, trade secrets, trade dress, methodologies, techniques, procedures, applications and materials, in whatever form, used in or related to the System which Franchisor provides to Developer, or which Developer or its Affiliates or its employees develop or have access to, in connection with this Agreement or the operation of a Makery hereunder, including, without limitation, the Standards; the Manuals; any component ingredients, formulae and recipes applicable to Products; Franchisor's or its Affiliates product sourcing, pricing, manufacturing, inventory management and control, supply and distribution; technology, point of sale and related computer software; advertising, marketing and promotional programs including gift card, loyalty and customer reward programs; customer data; financial data and statements; training and operational methodology, content (including without limitation, inventory and financial controls) and management programs and any other information or data regarding the business of Franchisor or any of its Affiliates that would reasonably be considered the proprietary or confidential information of Franchisor or its Affiliates ("Confidential Information").
Source: Item 18 — PUBLIC ANNOUNCEMENTS. (FDD pages 186–204)
What This Means (2025 FDD)
According to the 2025 FDD, the Buff City Soap Confidentiality Agreement extends to the Designated Principal's Affiliates. The agreement specifies that "Confidential Information" includes information that the Developer or its Affiliates develop or have access to. This encompasses the Standards, Manuals, component ingredients, recipes, product sourcing, pricing, manufacturing, inventory management, supply and distribution methods, technology, point of sale software, advertising, marketing, customer data, financial data, training, and operational methodology. This broad definition ensures that any confidential information accessed or developed by the Designated Principal's Affiliates is also protected under the agreement.
The agreement places obligations on the Designated Principal regarding the use and disclosure of confidential information. Specifically, the Designated Principal must use the Confidential Information solely for the Purpose defined in the agreement, must not disclose it to third parties without Buff City Soap's consent, and must reproduce it only to the extent necessary for fulfilling the Purpose. These restrictions apply for the duration of the Designated Principal's employment with the Developer and at all times thereafter. Given that the definition of "Confidential Information" includes information that the Developer's Affiliates develop or have access to, these restrictions effectively extend to the Affiliates as well.
Furthermore, the Designated Principal is required to notify Buff City Soap immediately upon discovering any unauthorized use or disclosure of Confidential Information, or any other breach of the Area Development Agreement (ADA) by the Designated Principal or any representative of the Designated Principal. This includes breaches by the Designated Principal's Affiliates, as they are considered to be acting on behalf of the Developer. The Designated Principal must also cooperate with Buff City Soap to help regain possession of its Confidential Information and prevent its further unauthorized use or disclosure. This provision reinforces the responsibility of the Designated Principal to ensure that their Affiliates also comply with the confidentiality obligations outlined in the agreement.