Is the Buff City Soap franchise agreement itself considered confidential information?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
No public communication, press release or announcement regarding this Agreement, the transactions contemplated hereby, any Franchise Agreement or Crisis Management Event will be made by Developer without Notice to Franchisor and Franchisor's prior approval of such communication, press release or announcement. Developer will not disclose the substance of this Agreement to any third party except Developer's employees, consultants, attorneys and accountants and except as necessary to obtain a lease or renewal or obtain any permit, license or other approvals, or to the extent required by the lawful order of any court of competent jurisdiction having jurisdiction over Developer or for any public disclosure otherwise required by Applicable Law.
Source: Item 18 — PUBLIC ANNOUNCEMENTS. (FDD pages 186–204)
What This Means (2025 FDD)
According to the 2025 Buff City Soap FDD, the Area Development Agreement and Franchise Agreement contain confidentiality clauses that restrict a developer from disclosing the agreement's substance to third parties without the franchisor's approval. However, the developer can share the agreement with their employees, consultants, attorneys, and accountants, and when necessary to obtain a lease, renewal, permits, licenses, or when legally required by a court order. In such cases where disclosure is compelled, the developer must promptly notify Buff City Soap and take steps to protect the confidentiality of the information.
Buff City Soap also considers certain information, knowledge, know-how, trade secrets, trade dress, methodologies, techniques, procedures, applications, and materials related to the System as Confidential Information. This includes, but is not limited to, the Standards, Manuals, component ingredients, formulae and recipes applicable to Products, product sourcing, pricing, manufacturing, inventory management and control, supply and distribution, technology, point of sale and related computer software, advertising, marketing and promotional programs, customer data, financial data and statements, training and operational methodology, content and management programs. This information is deemed confidential regardless of its form or medium, whether tangible or intangible, and includes communications in writing, orally, or through visual observation.
These confidentiality obligations extend both during the term of the agreement and after its termination. The designated principal must use the confidential information solely for the purpose outlined in the agreement and must notify Buff City Soap immediately upon discovering any unauthorized use or disclosure. Upon Buff City Soap's request, the designated principal must return or destroy all confidential information, although an archival copy may be retained by the principal's counsel for evidentiary purposes. The FDD emphasizes that all confidential information remains the property of Buff City Soap, and no licenses are granted under any intellectual property rights through the disclosure of such information.