What is the Fitstop franchisee's obligation regarding disclosing confidential information during the term of the agreement?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
ce with federal, state, and local laws.
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.
- 7.3 You acknowledge that, whether or not we denote, label, or mark the Confidential Information as confidential you shall treat the Confidential Information as confidential and should take the utmost precautions to ensure that neither you or any of your employees disseminate it to the public.
- 7.4 You acknowledge that any materials, concept, process, or improvement you develop in the operation or promotion of the Franchise will at all times be and remain our property. You agree to give us prompt notice of and all necessary information related to such development(s).
- ©2024 Fitstop USA, Inc. 7.5 We claim property rights in all the information about the operational, sales, promotional methods and techniques, and marketing methods and techniques of the Franchise System. We claim 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. All such lists, files, other compilations of
information, and the information contained in such materials (whether or not denoted, labeled, or marked as confidential) is considered confidential and will be and remain our exclusive property, even if compiled or developed by you in connection with your business under this Agreement. You must provide us, upon our request, with a list of all customers you are servicing and copies of their respective contracts. You must not use or communicate, either during or after the term of this Agreement, the contents of any trade secrets or confidential information about the operation of the Franchise or of the Franchise System, except as provided for in this Agreement.
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, franchisees have specific obligations regarding confidential information both during and after the term of the agreement. Fitstop defines confidential information as brand standards, systems, processes, procedures, software, databases, logos, manuals, advertising, and promotional materials related to the franchised business. Franchisees must acknowledge that Fitstop owns all proprietary rights to this confidential information and that it constitutes Fitstop's confidential trade secrets.
During the franchise term, franchisees cannot disclose confidential information to any person, except to employees of the franchise for purposes directly related to operating the franchise. Reprinting or reproducing any confidential information is prohibited without Fitstop's prior written consent, except for instructing employees in the operation of the franchise. Franchisees must treat all confidential information as confidential, regardless of whether it is explicitly labeled as such, and take precautions to prevent dissemination to the public.
Fitstop also claims property rights in all information about the operational, sales, promotional, and marketing methods and techniques of the franchise system. This includes manuals, forms, agent/supplier/customer lists, contractual arrangements, financial details, software, meeting information, security access details, training materials, and business plans. Franchisees must provide Fitstop with member information in a specified format and notify Fitstop of any unauthorized use or disclosure of personal information. Any effort to disseminate confidential information will result in immediate default of the Franchise Agreement.