Is a City Wide franchisee allowed to disclose any part of the City Wide System or Operating Manual?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
- 7.5 No Duplication or Disclosure.
Franchisee is prohibited from duplication of the CITY WIDE System and Software and will not disclose or cause to be disclosed any part of the CITY WIDE System or Operating Manual.
SECTION 8. Confidential Operating Manual
- 8.2 The Operating Manual will alwaysremain the sole property of CITY WIDE and Franchisee will promptly cease to use any electronic versions and destroy any printed copies upon the expiration or other termination of this Agreement. Franchisee agrees and covenants that Franchisee will not disclose, duplicate, or otherwise use in an unauthorized manner any portion of the Operating Manual.
- 8.3 The Operating Manual contains proprietary information of CITY WIDE and is considered Confidential Information (as defined in Section 9). The Operating Manual will be kept confidential by Franchisee both during and after the expiration or termination of this Agreement. For the elimination of doubt, the entire Operating Manual is designated as confidential.
You are prohibited from duplication of the CITY WIDE System and shall not disclose or cause to be disclosed any part of the CITY WIDE System or Operating Manual.
Franchisee acknowledges that Franchisee's entire knowledge of the operation of a Franchised Business, including the knowledge, or know-how regarding the specifications, standards and operating procedures of the services and activities, is derived from information disclosed to Franchisee by CITY WIDE and that certain of such information is proprietary, confidential and a trade secret of CITY WIDE ("Confidential Information"). Franchisee will maintain the absolute confidentiality of all such Confidential Information during and after the Term and will not use any such information in any other business or in any manner not specifically authorized or approved in writing by CITY WIDE. However, Franchisee's obligation to maintain the confidentiality of such Confidential Information is subject to the following exceptions: (i) such information was previously known by Franchisee prior to disclosure by CITY WIDE if Franchisee identifies such information as previously known; (ii) information disclosed to Franchisee by a third party, unless the third party is under a duty not to disclose or use the information, or unless the third party is not in rightful possession of such information; or (iii) information generally known in the pertinent trade; such information shall be deemed generally known only if Franchisee can establish that the full particulars of the proprietary information in the combination disclosed to Franchisee is well known or generally used within the trade or industry.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 42–43)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, franchisees are explicitly prohibited from disclosing any part of the City Wide System or Operating Manual. This restriction is in place to protect City Wide's proprietary information and trade secrets, which are essential to the brand's competitive advantage. The FDD emphasizes that the franchisee's knowledge of operating the franchised business is derived from City Wide, and much of this information is confidential and considered a trade secret. This obligation extends both during and after the franchise term. The Operating Manual itself is designated as confidential.
There are limited exceptions to this confidentiality requirement. A franchisee is not obligated to keep information confidential if (i) it was already known to them before City Wide disclosed it, provided they identify it as such; (ii) it was disclosed to them by a third party not under a duty of confidentiality and in rightful possession of the information; or (iii) it is generally known in the relevant trade. However, the franchisee bears the burden of proving these exceptions and must notify City Wide of the pertinent exception within 30 days of City Wide disclosing the confidential information.
Failure to comply with these confidentiality obligations constitutes a material breach of the franchise agreement. If a franchisee violates these terms and does not rectify the breach within 30 days of receiving written notice from City Wide, City Wide has the right to terminate the franchise agreement. This underscores the importance of maintaining the confidentiality of the City Wide System and Operating Manual to avoid potential legal and financial repercussions.