What precautions does Fitstop expect franchisees to take to protect Confidential Information?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
dential 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. You must also use all reasonable efforts to maintain this information as secret and confidential, and you must not duplicate, copy, record, or otherwise reproduce these materials, in whole or in part, or make them available to any unauthorized person without our written permission. Any effort to crack, hack, or otherwise disseminate this information will result in the immediate default of your Franchise Agreement.
- 7.6 Member/Customer and Personnel Information. You must provide digital or paper forms to all customers, members, employees and other Franchised Business personnel which will enable them to provide to you, if they so desire, information in a form and manner from time to time prescribed by us or government entities ("Personal Information"). You must comply with federal, state, and local privacy laws, our privacy policy, and all of our directives related to the retention of Personal Information at your own cost. You must:
- 7.6.1 Only use Personal Information for the purposes of this Agreement or the Franchise unless (a) we have consented to that other use (which consent may be withheld by us in our sole discretion), and (b) you have complied with the requirements of any applicable privacy laws;
- 7.6.2 Ensure that the only persons with access to Personal Information are those necessary to enable you to perform the obligations under this Agreement and who are aware of your obligations under this clause;
- 7.6.3 Notify us immediately if you (a) are aware of or suspect any unauthorized use, copying, or disclosure of Personal Information or (b) become aware that the disclosure of any Personal information that may be required by law;
- 7.6.4 Comply with any reasonable written directions given by us to (a) protect Personal Information from unauthorized access or use or (b) take any action we consider necessary to assist us or you in compliance with applicable privacy laws; and
- 7.6.5 Obtain all the necessary consents from individuals providing Personal Information to enable you to fully comply with your obligations under this Section and this Agreement generally.
- 7.7 Member Information and Ownership. Subject to any applicable laws, you must (1) collect the information from members specified in the Manual(s) or otherwise in writing by us; (2) collect member information only in the manner specified in the Manual(s) or in writing by us; (3) not otherwise store or keep member information in the form of an external document or database; and (4) provide us with all member information, in the form specified by us, at the end of each calendar month or within 24 hours after receiving a written request from us. You acknowledge and agree that the member information is our property.
- 7.8 Customer Database. We may establish and maintain a member database to store member information.
- ©2024 Fitstop USA, Inc.
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, franchisees must acknowledge that all confidential information provided by Fitstop remains Fitstop's property. Franchisees are expected to treat this information as confidential, taking the utmost precautions to prevent dissemination to the public, regardless of whether Fitstop has formally labeled the information as confidential. This obligation extends to ensuring that their employees also adhere to these confidentiality requirements.
Fitstop defines confidential information broadly, encompassing brand standards, systems, processes, procedures, software, databases, logos, manuals, advertising, and promotional materials. This also includes training information, methodologies, contractual arrangements with suppliers and customers, financial details, customer names, software, seminar content, security access information, training materials, and business plans. Franchisees must not disclose this information to anyone, except to their employees who need it to operate the franchise, and they cannot reproduce it without Fitstop's prior written consent.
Furthermore, franchisees are responsible for the security of Fitstop's Required Software and CMS (Content Management System). They must ensure the software and related hardware are protected from unauthorized use, kept in good working order, and used only for authorized purposes. Modification, alteration, copying, or reverse engineering of the software is strictly prohibited. Franchisees must also comply with Fitstop's requirements regarding the use of the software and provide Fitstop with access to their computer systems, including passwords, for monitoring and auditing purposes. Any effort to hack or disseminate confidential information will result in immediate default of the Franchise Agreement.
In addition to general confidential information, franchisees must handle member and personnel information carefully, complying with privacy laws and Fitstop's privacy policies. Personal Information should only be used for purposes related to the Franchise Agreement, and access should be limited to necessary personnel who are aware of their confidentiality obligations. Franchisees must notify Fitstop immediately of any suspected unauthorized use or disclosure of Personal Information. They must also collect member information as specified by Fitstop and provide it to Fitstop regularly, acknowledging that this information is Fitstop's property.