Must a Face Foundrie franchisee deliver copies of confidentiality agreements to the franchisor?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
You must implement all reasonable procedures we prescribe from time to time to prevent unauthorized use or disclosure of confidential information. In addition, we may require you, your Operating Partner, and other owners, to sign confidentiality, non-competition and non-solicitation agreements in the form(s) approved by us which will prohibit them from directly or indirectly engaging in activities that compete with the operations of your Facial Bar or any other Facial Bar, disclosing our or our affiliates' confidential and proprietary information and trade secrets, and soliciting our or our affiliates' employees and employees of other Facial Bars. We may also require certain key employees who have received our confidential and proprietary information to enter into a confidentiality agreement. At our request, you must deliver copies of such agreements to us. These agreements must include specific identification of us as a third-party beneficiary with the independent right to enforce the covenants. We have the right to take legal action against you if there has been an unauthorized use of our confidential information or trade secrets through you or your employees or others.
You must promptly notify us of any unauthorized use of our copyrighted materials or any unauthorized use or disclosure of confidential information, including by your employees. You must notify us of any challenge to your right to use or the ownership of any copyrighted materials or confidential information. We are not required to protect or defend our copyrights or confidential information although we intend to do so when it is in the best interests of the System. We have the exclusive right to control any copyright litigation. We have the right to keep all sums obtained in settlement or as a damages award in any proceeding or litigation without any obligation to share any portion of the settlement sums or damages award with you. While we are not required to participate in your defense or to indemnify you for damages or expenses you incur if you are a party to any administrative or judicial proceeding involving our confidential information or other information in which we claim common law rights and copyright protection, we may reimburse you for your liability and reasonable costs in connection with defending our confidential information and other information in which we claim common law rights and copyright protection.
Source: Item 14 — PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION (FDD pages 48–49)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, Face Foundrie franchisees may be required to deliver copies of confidentiality agreements to the franchisor. Face Foundrie may require the franchisee, their Operating Partner, and other owners to sign confidentiality, non-competition, and non-solicitation agreements. These agreements aim to prevent individuals from engaging in activities that compete with Face Foundrie, disclosing confidential information or trade secrets, and soliciting employees of Face Foundrie or other Facial Bars.
The agreements must identify Face Foundrie as a third-party beneficiary, granting them the independent right to enforce the covenants. This means Face Foundrie has the right to directly pursue legal action to enforce these agreements, even if they are signed between the franchisee and their employees or partners.
Furthermore, Face Foundrie retains the right to take legal action against a franchisee if there is unauthorized use of confidential information or trade secrets through the franchisee, their employees, or others. The franchisee is also obligated to promptly notify Face Foundrie of any unauthorized use of copyrighted materials or disclosure of confidential information, including by their employees, and of any challenges to Face Foundrie's rights to use or ownership of copyrighted materials or confidential information. This places a significant responsibility on the franchisee to monitor and protect Face Foundrie's proprietary information.
In summary, Face Foundrie franchisees must be prepared to implement confidentiality agreements and provide copies to Face Foundrie upon request. They also bear the responsibility of safeguarding Face Foundrie's confidential information and promptly reporting any breaches or challenges to their intellectual property rights.