To whom can a Cinch I.T. franchisee divulge confidential material?
Cinch_I_T Franchise · 2024 FDDAnswer from 2024 FDD Document
- 10.1 Nothing contained in this Agreement shall be construed to require Us to divulge to You any trade secrets, techniques, methods or processes except the material contained in Our Operations Manuals and training materials, and then only pursuant to the terms, conditions and restrictions contained in the applicable Franchise Agreement. You acknowledge that Your knowledge of Our know-how, processes, techniques, information and other proprietary data is derived entirely from information disclosed to You by Us and that the information is proprietary, confidential and a trade secret ("Confidential Information") of Ours. You agree to adhere fully and strictly to the confidentiality of the information and to exercise the highest degree of diligence in safeguarding Our trade secrets during and after the term of this Agreement. You shall divulge the material only to Your employees and agents and only to the extent necessary to permit the efficient operation of the CINCH I.T. Franchised Businesses. It is expressly agreed that the ownership of all the Confidential Information and property is and shall remain vested solely in Us.
- 10.2 You agree that all terms of this Agreement shall remain confidential and You shall not make any public announcement, issue any press release or publicity, make any confirmation of statements made by third (3rd) parties concerning the terms of this Agreement, or make any other disclosures other than the existence of this Agreement without Our prior written consent unless compelled by law or ordered to do so by a court of competent jurisdiction. It is agreed and understood that You may disclose the terms of this Agreement to Your professional advisors and lenders. We shall be free to make the disclosure of the terms of this Agreement as We determine, in Our sole discretion, to be in the best interest of Us or the System.
Source: Item 23 — RECEIPTS (FDD pages 60–269)
What This Means (2024 FDD)
According to Cinch I.T.'s 2024 Franchise Disclosure Document, a franchisee can divulge confidential material only to their employees and agents. However, this is only allowed to the extent necessary to permit the efficient operation of the Cinch I.T. franchised businesses. The franchisee must exercise the highest degree of diligence in safeguarding Cinch I.T.'s trade secrets both during and after the term of the agreement.
Cinch I.T. emphasizes that the ownership of all confidential information remains solely with them. Franchisees receive knowledge of the brand's know-how, processes, techniques, and other proprietary data entirely from Cinch I.T., which is considered confidential and a trade secret. This underscores the importance of maintaining strict confidentiality to protect the Cinch I.T. system.
Furthermore, the franchisee agrees that all terms of the Franchise Agreement shall remain confidential. They cannot make any public announcements, issue press releases, or confirm statements made by third parties concerning the terms of the agreement without Cinch I.T.'s prior written consent, unless compelled by law or a court order. However, the franchisee may disclose the terms of the agreement to their professional advisors and lenders. Cinch I.T., on the other hand, is free to disclose the terms of the agreement as they determine to be in their best interest or the best interest of the system.
This tight control over information is typical in franchising to protect the brand's competitive advantage. Prospective franchisees should carefully consider these confidentiality obligations and ensure they have systems in place to safeguard Cinch I.T.'s confidential information.