Are the Manuals considered Confidential Information in the Buff City Soap agreement?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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").
Confidential Information may be in any form or medium, tangible or intangible, and may be communicated in writing, orally, or through visual observation.
(3) For the duration of Designated Principal's employment with Developer and at all times thereafter, Designated Principal will use Confidential Information solely for the Purpose, will not disclose such Confidential Information to any third parties without Franchisor's consent and will reproduce Confidential Information only to the extent essential to fulfilling the Purpose.
(4) Designated Principal must notify Franchisor immediately upon discovery of any unauthorized use or disclosure of any Confidential Information, or any other breach of the ADA by Designated Principal or any representative of Designated Principal, and will cooperate with Franchisor in every reasonable way to help Franchisor regain possession of its Confidential Information and prevent its further unauthorized use or disclosure.
(5) The covenants of confidentiality set forth in this Agreement will apply after the Effective Date to all Confidential Information disclosed to Designated Principal before and after the Effective Date.
Source: Item 18 — PUBLIC ANNOUNCEMENTS. (FDD pages 186–204)
What This Means (2025 FDD)
According to Buff City Soap's 2025 Franchise Disclosure Document, the Manuals are considered Confidential Information. The agreement specifies that Confidential Information includes, but is not limited to, the Standards and the Manuals. The Manuals are defined as the Company's operations and training manuals, along with any other written directives related to the System.
The confidentiality extends to any information, knowledge, know-how, trade secrets, trade dress, methodologies, techniques, procedures, applications, and materials used in or related to the Buff City Soap system. This encompasses various aspects such as product sourcing, pricing, manufacturing, inventory management, technology, software, advertising, marketing programs, customer data, financial data, and training programs.
This means that as a Buff City Soap franchisee, you are obligated to protect the confidentiality of the Manuals and related information. You can only use this information for the purpose of operating your franchise and cannot disclose it to third parties without the franchisor's consent. This obligation continues even after the termination of the franchise agreement. Franchisees must notify Buff City Soap immediately if they discover any unauthorized use or disclosure of confidential information and must cooperate to help regain possession of the information.