Does Fitstop define 'Confidential Information' to include databases?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
Section 7: Confidential Information and Non-Disclosure
- 7.1 We have expended and continue to expend significant time and resources developing in connection with the Franchise System certain brand standards, confidential information, and know-how relating to the administration and operation of a franchised businesses including all systems, processes, procedures, software, databases, logos, manuals, advertising information and promotional materials ("Confidential Information").
Such Confidential Information includes, but is not limited to, (i) our Manual(s), forms, the information contained and compiled therein, and the updates and memoranda thereto; (ii) training information and methodology; (iii) advertising plans and methodology; (iv) names of contractual arrangements with agents, suppliers, and customers, and their requirements, specifications, and preferences; (v) the contractual arrangements with agents, suppliers, and customers; (vi) the financial details (including but not limited to credit and discount terms) of relationships with our agents, suppliers, or customers; (vii) the names of prospective customers and their requirements, specifications, and preferences; (ix) the software; (x) information concerning and presented at our seminars, conferences, or conventions; (xi) security access information; (xii) information provided through initial and supplementary training; and (xiii) our business plans and strategies, names of agents, suppliers, and customers and their requirements, specifications, and preferences.
- 7.2 You acknowledge that we own all proprietary rights in and to the Confidential Information, in its entirety, and that the Confidential Information constitutes our confidential trade secrets.
Without our prior written consent, you shall not disclose the Confidential Information to any person, except employees of the Franchise for purposes related solely to the operation of the Franchise, nor shall you reprint or reproduce any Confidential Information we may provide to you, in whole or in part, for any purpose except in connection with instruction of employees in the operation of the Franchise.
You acknowledge that any Confidential Information we provide to you or your employees will at all times be and remain our property.
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, 'Confidential Information' is defined to include databases. Specifically, Fitstop considers brand standards, confidential information, and know-how relating to the administration and operation of franchised businesses as confidential information. This encompasses all systems, processes, procedures, software, databases, logos, manuals, advertising information, and promotional materials.
This definition means that franchisees must treat Fitstop's databases as confidential and protect them from unauthorized disclosure. The FDD states that Fitstop owns all proprietary rights to this confidential information, and franchisees cannot disclose it to anyone except employees of the franchise for operational purposes.
Fitstop also claims proprietary trade secret rights in information like lists and files, and other compilations of information pertaining to the Franchise System, which information includes (a) our manuals and forms, the information contained and compiled in the manuals and forms, and the updates and memoranda relating to the manuals and forms; (b) names of our agents, suppliers, and customers, and their requirements, specifications, and preferences; (c) the contractual arrangements between us and our agents, suppliers, and customers; (d) the financial details (including but not limited to credit and discount terms) of our relationship with our agents, suppliers, or customers; (e) the names of prospective customers and their requirements, specifications, and preferences; (f) information concerning the remuneration paid by us to our employees; (g) our computer software and any part of its coding; (h) information concerning and presented at our meetings; (i) security and access information; (j) information provided through initial and ongoing specialized training; (k) our business plans and strategies; and (l) similar information.
For a prospective franchisee, this underscores the importance of maintaining the confidentiality of Fitstop's operational data and systems. Unauthorized disclosure or use of this information could lead to legal repercussions and damage the Fitstop brand. Franchisees should ensure that their employees are also aware of these confidentiality obligations and take appropriate measures to safeguard the information.