What is a Buff City Soap franchisee prohibited from doing with the Confidential Information?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee and its Principals each acknowledges that Franchisor may provide Franchisee and its Principals with Confidential Information that derives value from not being generally known in the industry and that are reasonably necessary for the operation of the Makery and, further, that Franchisee has entered into this Agreement in order to use such Confidential Information to the economic benefit of Franchisee.
Franchisee agrees that Confidential Information remains the sole property of Franchisor.
Franchisor will take reasonable steps to mark as "confidential" or "proprietary" any Confidential Information that it deems as such, but the failure to mark such Confidential Information will not cause it to be public information or otherwise not protected as Confidential Information.
Franchisee and each of its Principals will not use, duplicate or disclose to others any Confidential Information except as expressly authorized by Franchisor in writing and will implement measures to maintain the confidentiality of such Confidential Information that is no less strict than the measures Franchisee uses with its own confidential information.
Source: Item 23 — Receipts (FDD pages 69–186)
What This Means (2025 FDD)
According to Buff City Soap's 2025 Franchise Disclosure Document, franchisees are restricted in how they handle the brand's Confidential Information. Specifically, franchisees and their principals cannot use, duplicate, or disclose this information to others, unless expressly authorized in writing by Buff City Soap. This restriction is in place to protect the value of the Confidential Information, which derives value from not being generally known in the industry and is reasonably necessary for the operation of the Makery.
This means a Buff City Soap franchisee must implement strict measures to maintain the confidentiality of the information, using measures no less strict than those used to protect their own confidential information. Buff City Soap may mark information as "confidential" or "proprietary," but even if they don't, the information is still protected. The definition of Confidential Information is broad, covering various aspects of the Buff City Soap system, including the Manuals, ingredients, formulations, sourcing, pricing, technology, marketing programs, customer data, and financial data.
For a prospective franchisee, this non-disclosure obligation is a significant responsibility. It extends to the franchisee's principals, meaning owners or key managers, and requires them to safeguard all Confidential Information. Failure to comply with these restrictions could lead to legal repercussions and financial damages, as Buff City Soap retains sole ownership of the Confidential Information. Franchisees should ensure they have robust systems in place to prevent unauthorized access, duplication, or disclosure of any Confidential Information related to the Buff City Soap business.