Does the City Wide agreement specify who owns the Proprietary Information?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
he | | | State of Kansas, having its principal place of business at 15230 W. 105th Terrace, Lenexa, KS 66219 | | | (hereinafter "CITY WIDE") and ("Prospect"). | | | | |
RECITALS
- A. CITY WIDE has developed and owns a unique system relating to the establishment, development and operation of businesses known and operated under the trade name and service mark "CITY WIDE"; and
- B. Prospect and CITY WIDE have entered discussions which may involve the disclosure to Prospect of proprietary information of CITY WIDE.
NOW, THEREFORE, the parties, in consideration of the undertakings and commitments of each party to the other, hereby agree as follows:
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- Proprietary Information/Confidential Treatment. During business dealings between the parties, certain confidential information of CITY WIDE will be disclosed to Prospect. Prospect or any of its employees, will not for any reason or purpose whatsoever, use for its personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or corporation other than Prospect, any knowledge of confidential information which is proprietary to CITY WIDE ("Proprietary Information"). All Proprietary Information is and will remain the sole property of CITY WIDE and its assigns, and Prospect hereby assigns to CITY WIDE any rights it has or may acquire in such Proprietary Information. Prospect will have access to and become acquainted with various trade secrets and trade sources, consisting of patterns, operational systems and compilations of information, records, and specifications which are owned by CITY WIDE, and which are regularly used in the operation of a Franchised Business. Prospect will not disclose any of the previously mentioned trade secrets, directly or indirectly, or use them in any way, at any time, except as required business dealings between CITY WIDE and Prospect.
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- Injunctive Relief. Any breach of provisions of this Agreement will cause irreparable harm to CITY WIDE, and therefore, in the event of a breach or threatened breach of the provisions of this Confidentiality Agreement, CITY WIDE will be entitled to an injunction restraining Prospect from disclosing or appropriating in whole or in part, the Proprietary Information, or from rendering any services to any person, firm, corporation, association or other entity to whom such confidential information, in whole or in part, has been disclosed or is threatened to be disclosed.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, City Wide retains ownership of all proprietary information. The agreement specifies that all proprietary information is and will remain the sole property of City Wide and its assigns. As a franchisee prospect, you assign any rights you may acquire in such proprietary information to City Wide..
This means that the franchisee gains access to City Wide's trade secrets, operational systems, and compilations of information, but these remain the property of City Wide. The franchisee is only allowed to use this information as required for business dealings with City Wide. This is a standard practice in franchising, as it protects the franchisor's intellectual property and business methods.
The agreement also emphasizes the confidential nature of the Operating Manual, stating that it always remains the sole property of City Wide. Upon termination of the franchise agreement, the franchisee must cease using and destroy all copies of the Operating Manual. This further reinforces City Wide's ownership and control over its proprietary information and ensures that franchisees do not use this information to compete with the franchisor after the agreement ends.
City Wide also has the right to inspect the franchisee's location to ensure that the franchisee is operating in accordance with City Wide's standards and that the franchisee is properly employing City Wide's confidential information. This allows City Wide to maintain quality control and protect its proprietary information.