What are the Buildingstars franchisee's obligations regarding confidentiality (Item 9) and how does this relate to post-termination obligations (Item 17)?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
IX. TRADE SECRETS AND CONFIDENTIAL INFORMATION
FRANCHISEE shall not, during the term of this Agreement, or after the Transfer, termination or expiration, communicate or divulge to anyone, any information or knowledge concerning the products, services, standards, procedures, techniques, sales information, profit margins, marketing procedures, expansion plans, Customers, rates, fees and terms, databases, or such other information that gives BUILDINGSTARS' Affiliate, BUILDINGSTARS and FRANCHISEE a competitive advantage over those who do not know it, and other information or material which BUILDINGSTARS may designate as confidential, nor shall FRANCHISEE disclose or divulge in whole or in part any trade secrets or operating procedures of BUILDINGSTARS or its Affiliates, Customer lists, Customer contracts, sales and promotional information, employee lists, supplier and vendor information, information regarding real property management companies or commercial real estate owners affiliated with or related to any Customer, customer account, or any commercial real estate for which BUILDINGSTARS, its Affiliates, FRANCHISEE or any other franchisee has provided commercial cleaning services; pricing information; financial information furnished or disclosed to FRANCHISEE by BUILDINGSTARS or its Affiliates and any other information with respect to BUILDINGSTARS, unless such information is generally known and in the public domain, and except to the extent necessary to operate the Business ("Confidential Information"). FRANCHISEE will exercise the highest degree of diligence and make every effort to maintain the absolute confidentiality of all trade secrets and proprietary rights during and after the term of this Agreement and will endeavor to insure that its employees will also comply.
X. NON-COMPETITION AND NON-SOLICITATION
A. Non-Competition. During the term of this Agreement and for a period of two (2) years after the expiration, Transfer or termination of this Agreement for any reason, FRANCHISEE will not directly or indirectly, by itself or through corporations, partnerships, trusts, associations, joint ventures, limited liability companies, or other entities or otherwise perform any services for, engage in or acquire, be an employee of, have any financial interest in, loan money to, or have any interest based on profits or revenues of, any cleaning service business or janitorial business within the Area or within any 10 mile
area where BUILDINGSTARS or any Affiliate, franchisee or licensee of BUILDINGSTARS is operating.
[Item 22: CONTRACTS]
- C.
Consequences of Termination.
Upon termination or expiration of this Agreement, for any reason whatsoever, all of FRANCHISEE'S rights hereunder shall terminate.
FRANCHISEE shall immediately thereafter discontinue use of all Marks, signs, colors, structures, printed goods and forms of advertising indicative of BUILDINGSTARS' business and return any copyrighted materials which have been provided to FRANCHISEE by BUILDINGSTARS, and if BUILDINGSTARS requests, shall assign its telephone numbers to BUILDINGSTARS and execute any and all documents necessary to do so.
Further, FRANCHISEE shall pay all amounts due to BUILDINGSTARS, BUILDINGSTARS' Affiliates, and suppliers.
Further, FRANCHISEE agrees to return any and all materials which contain Confidential Information in whatever form, including but not limited to the Confidential Operation Manual, to BUILDINGSTARS immediately.
FRANCHISEE'S obligations regarding Trade Secrets and Confidential Information and Non-Solicitation and Non-Competition shall remain in full force and effect in accordance with their terms, notwithstanding such termination.
FRANCHISEE will immediately cease providing services to all Customers and forfeit all rights it has to the customer accounts. Upon request of BUILDINGSTARS, FRANCHISEE will assign to BUILDINGSTARS any or all of FRANCHISEE'S customer contracts and BUILDINGSTARS will have the right to either service the accounts or assign the servicing of the accounts to others. At no such time
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, franchisees have strict confidentiality obligations, both during the term of the agreement and after its termination or expiration. Franchisees must not disclose any confidential information regarding Buildingstars's products, services, standards, procedures, techniques, sales information, profit margins, marketing procedures, expansion plans, customers, rates, fees, terms, databases, or any other information that gives Buildingstars a competitive advantage. This includes trade secrets, operating procedures, customer lists, contracts, sales and promotional information, employee lists, supplier information, and pricing information. The franchisee must exercise the highest degree of diligence to maintain the absolute confidentiality of all trade secrets and proprietary rights.
These confidentiality obligations extend beyond the termination or expiration of the franchise agreement. Even after the agreement ends, the franchisee remains bound by the confidentiality provisions. This means that a former Buildingstars franchisee cannot use confidential information learned during their time as a franchisee to compete with Buildingstars or to benefit a competing business. This post-termination obligation is a standard practice in franchising to protect the franchisor's proprietary information and business methods.
Upon termination or expiration of the Buildingstars Franchise Agreement, the franchisee must also return any materials containing confidential information, including the Confidential Operations Manual, to Buildingstars immediately. Furthermore, the franchisee must discontinue using all marks, signs, colors, structures, printed goods, and forms of advertising indicative of Buildingstars's business. The franchisee's obligations regarding trade secrets and confidential information remain in full force and effect, notwithstanding such termination. This ensures that Buildingstars's confidential information remains protected even after the franchise relationship ends.