Is the City Wide Operating Manual considered Confidential Information, and what are the franchisee's obligations regarding its confidentiality?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
ory specifications, standards, operating procedures and rules prescribed from time to time by CITY WIDE for the Franchised Business and information relative to Franchisee's other obligations under this Agreement and the operation of the Franchised Business. CITY WIDE will have the right to add to and otherwise modify and replace the Operating Manual from time to time, provided that no such addition or modification will alter Franchisee's fundamental status and rights under this Agreement.
- 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.
- 8.4 Failure to follow the mandatory specifications and standards set forth in the Operating Manual, as amended from time to time, constitute a material breach of this Agreement. If such material breach is not cured within thirty (30) days of receipt of the written notice of default from CITY WIDE, CITY WIDE may terminate this Agreement.
SECTION 9. Confidential Information
9.1 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").
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to City Wide's 2025 Franchise Disclosure Document, the Operating Manual is considered Confidential Information and contains proprietary information. During the term of the franchise agreement, City Wide will provide the franchisee with access to the current confidential Operating Manual, which includes mandatory specifications, standards, operating procedures, and rules for the franchised business. City Wide retains the right to modify the Operating Manual, provided that such changes do not alter the franchisee's fundamental rights under the agreement. Franchisees must adhere to the specifications and standards outlined in the Operating Manual, and failure to do so can result in a breach of the agreement.
Upon expiration or termination of the franchise agreement, the franchisee must cease using any electronic versions of the Operating Manual and destroy any printed copies. The franchisee agrees not to disclose, duplicate, or use any portion of the Operating Manual in an unauthorized manner. This obligation to maintain confidentiality extends both during and after the term of the agreement. The entire Operating Manual is designated as confidential, reinforcing the importance of protecting this information.
City Wide emphasizes the unique nature of the Confidential Information, Marks, Operating Manual, and Software, asserting that it is entitled to immediate equitable remedies, such as restraining orders and injunctive relief, to protect its proprietary information. Monetary damages alone are deemed insufficient to compensate City Wide for any breach of confidentiality. Franchisees are also required to ensure that their employees who have access to Confidential Information execute a confidentiality agreement similar to Attachment E of the Franchise Agreement. This highlights the importance of safeguarding City Wide's confidential information and the measures franchisees must take to ensure its protection.