What is the purpose of the Confidentiality and Non-Compete Agreement for the Designated Principal of a Buff City Soap franchise?
Buff_City_Soap Franchise · 2025 FDDAnswer from 2025 FDD Document
r | 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"). 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.
- (6) Upon Franchisor's request, Designated Principal will either return to Franchisor all Confidential Information or, at Franchisor's option, will certify to Franchisor that all media containing Confidential Information have been destroyed. Provided, however, that an archival copy of the Confidential Information may be retained in the files of Designated Principal's counsel solely for the purpose of proving the contents of the Confidential Information.
- (7) The foregoing restrictions on Designated Principal's use or disclosure of Confidential Information will not apply to Confidential Information that Designated Principal can demonstrate: a) was independently developed by or for the Designated Principal without reference to the Confidential Information, or was received without restrictions; b) has become generally available to the public through no wrongful act or breach of confidentiality obligations by the Designated Principal; c) was in the Designated Principal's possession without restriction or was known by the Designated Principal without restriction at the time of disclosure; or d) is required by a court order to be disclosed; provided, however, that the Designated Principal has given Franchisor prompt notice of such demand for disclosure, has taken reasonable steps to enable Franchisor to seek to protect the confidentiality of the Confidential Information required to be disclosed and will disclose only that part of the Confidential Information which, in the written opinion of her legal counsel, it is required to disclose.
- (8) As between the parties, all Confidential Information will remain the property of Franchisor. By disclosing Confidential Information or executing this Agreement, Franchisor does not grant any license, explicitly or implicitly, under any trademark, patent, copyright, mask work protection right, trade secret or any other intellectual property right. Further, any Confidential Information provided by Franchisor hereunder is provided "AS IS" and no warranties are made by Franchisor regarding such Confidential Information.
- (9) Execution of this Agreement and the disclosure of Confidential Information pursuant to this Agreement do not constitute or imply any commitment, promise, or inducement by Franchisor to make any purchase or sale, or to enter into any additional agreement of any kind. Moreover, unless otherwise specifically agreed in writing, any knowledge or information which Designated Principal discloses to Franchisor will not be deemed to be proprietary or confidential and will be acquired by Franchisor free from any restrictions;
Source: Item 18 — PUBLIC ANNOUNCEMENTS. (FDD pages 186–204)
What This Means (2025 FDD)
According to the 2025 Buff City Soap Franchise Disclosure Document, the Confidentiality and Non-Compete Agreement is put in place to protect Buff City Soap's confidential information and trade secrets. The agreement is between the Developer and the Designated Principal, ensuring that the Designated Principal, who manages the daily operations, does not disclose or misuse confidential information. This includes information related to the System, Standards, Manuals, product ingredients, sourcing, pricing, technology, marketing programs, customer data, and financial data. The agreement ensures that the Franchisor discloses certain confidential information to the Designated Principal for the Purpose.
The agreement specifies that the Designated Principal must use the confidential information solely for the Purpose of managing the Developer's operations and must not disclose it to third parties without Buff City Soap's consent. The Designated Principal is also required to notify Buff City Soap immediately if there is any unauthorized use or disclosure of confidential information. The confidentiality obligations extend beyond the term of employment with the Developer.
Several clauses outline the scope and limitations of the confidentiality obligations. The obligations apply to all confidential information disclosed before and after the agreement's effective date. Upon Buff City Soap's request, the Designated Principal must return or destroy all confidential information. There are exceptions for information independently developed, publicly available, already possessed without restriction, or required to be disclosed by court order, provided that Buff City Soap is promptly notified and given the opportunity to protect the information. The agreement clarifies that all confidential information remains the property of Buff City Soap, and no licenses are granted under any intellectual property rights.
Buff City Soap also defines what constitutes a Competitive Business. A Competitive Business is any retail establishment that Franchisor determines to be the same or substantially similar to the Makeries. This includes personal body care product retail establishments or chains of retail establishments that feature products free of artificial detergents, surfactants, dyes, or harsh chemicals, or any retail establishment that has soaps, lotions, bath bombs and similar facial, body and hair care products collectively accounting for 25% or more of its average monthly gross sales for the retail establishment during the preceding 12 months (or, if the retail establishment has operated less than 12 months, the number of full calendar months of operation).