What are the franchisee's obligations regarding the protection of Buff City Soap's proprietary information?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
rvice marks. You do not have any rights under the franchise agreement if we require you to modify or discontinue using a trademark.
PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
Other than our copyright in our Manuals and the copyrights listed below, we do not own any patents or copyrights and have no pending patent applications material to your Makery.
We own certain proprietary information that constitutes trade secrets that you may use in the operation of your Makery, which includes, without limitation, the Standards; the Manuals; any components and ingredients, formulae and formulations applicable to Products; our or our affiliate's product and raw materials 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 us or any of our affiliates that would reasonably be considered the proprietary or confidential information of us or our affiliates. You will have the right to use the proprietary information contained in the Manuals. Although we have not (yet) registered our copyright in the Manuals, we do claim copyrights in them, and the information contained in them does constitute proprietary information. You must protect our proprietary information from unauthorized use and disclosure and must require your Operator and General Manager to sign confidentiality agreements in the form we require, as detailed in Item 15. You must tell us promptly when you learn about any unauthorized use of the Manuals, or the information contained in it. We have no obligation to take any action in that event; however, we will respond as we consider appropriate.
There are no currently effective material determinations of the United States Copyright Office or any court, or any pending material proceeding that would affect our copyrights. We have no agreements that would limit our right to license the use of any existing or future patents, copyrights or proprietary information. Although not obligated under any express provision of the Franchise Agreement, we intend to protect our rights in our existing and future patents, copyrights and proprietary information.
If anyone institutes or threatens litigation involving any of our patents, copyrights or proprietary information against you, you must notify us promptly and cooperate fully with us in defending or settling the litigation.
Source: Item 13 — TRADEMARKS (FDD pages 46–48)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, franchisees have several obligations regarding the protection of Buff City Soap's proprietary information. This proprietary information includes the Standards, Manuals, components and ingredients, formulae and formulations applicable to Products, product and raw materials sourcing, pricing, manufacturing, inventory management and control, supply and distribution, technology, point of sale, 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 Buff City Soap or any of its affiliates that would reasonably be considered the proprietary or confidential information of Buff City Soap or its affiliates.
Specifically, franchisees must protect Buff City Soap's proprietary information from unauthorized use and disclosure. This includes requiring their Operator and General Manager to sign confidentiality agreements in a form required by Buff City Soap. Franchisees are also obligated to promptly inform Buff City Soap upon learning of any unauthorized use of the Manuals or the information contained within them. While Buff City Soap has no obligation to take action, they will respond as they deem appropriate.
Furthermore, if anyone institutes or threatens litigation involving Buff City Soap's patents, copyrights, or proprietary information against the franchisee, the franchisee must notify Buff City Soap promptly and cooperate fully in defending or settling the litigation. Buff City Soap retains control over the defense and settlement of any administrative proceeding or litigation regarding its patents, copyrights, or proprietary information. Franchisees must also notify Buff City Soap immediately upon learning of any infringing use of its patents, copyrights, or proprietary information or any challenge to their use. Franchisees must sign any and all instruments and documents, render such assistance and do such acts and things as, in the opinion of Buff City Soap's attorneys, may be necessary or advisable to protect and maintain their interests in the Marks or other intellectual property.