What is an Associate prohibited from doing with Floyds 99's Confidential Information?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
Developer and Franchisor acknowledge that the distinctive business format, plans, methods, data, processes, marketing systems, manuals, product formulas, techniques, designs, layouts, operating procedures, trademarks, proprietary marks and information and know-how of Franchisor which are developed and utilized in connection with the Licensed Methods are proprietary and confidential ("Confidential Information").
Such Confidential Information is unique, exclusive property and a trade secret of Franchisor and has valuable goodwill associated with it.
Developer acknowledges that any unauthorized disclosure or use of the Confidential Information would be wrongful and would cause irreparable injury and harm to Franchisor.
It is understood that Confidential Information is deemed to include, without limitation, clients lists, vendor lists, product formulas, any and all information contained in the Operations Manual (as described in the Franchise Agreement), and any information of whatever nature which gives Franchisor and its affiliates an opportunity to obtain an advantage over its competitors who do not have access to, know or use such lists, written materials, formulas or information.
Developer further acknowledges that Franchisor has expended a great amount of effort and money in obtaining and developing the Confidential Information, that Franchisor has taken numerous precautions to guard the secrecy of the Confidential Information, that it would be very costly for competitors to acquire or duplicate the Confidential Information and that any unauthorized disclosure of such Confidential Information shall cause irreparable harm to Franchisor.
Consequently, Developer shall not at any time, publish, disclose, divulge or in any manner communicate to any person, firm, corporation, association, partnership or any other entity whatsoever or use, directly or indirectly, for its own benefit or for the benefit of any person, firm, corporation or other entity other than for the use of Franchisor or the FLOYD'S 99 Shop(s) developed under this Agreement, any of the Confidential Information of Franchisor or its affiliates.
Franchisor and Developer agree that the Confidential Information does not include information that is generally available to the public.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 FDD, an Associate is restricted from certain actions regarding the company's Confidential Information. The FDD defines Confidential Information as the distinctive business format, plans, methods, data, processes, marketing systems, manuals, product formulas, techniques, designs, layouts, operating procedures, trademarks, proprietary marks, information, and know-how developed and utilized in connection with the Licensed Methods. Floyds 99 considers this information proprietary and a trade secret with valuable goodwill.
Specifically, the Associate is prohibited from publishing, disclosing, divulging, or communicating the Confidential Information in any manner to any person, firm, corporation, association, partnership, or any other entity. They are also barred from using the Confidential Information, directly or indirectly, for their own benefit or for the benefit of any entity other than Floyds 99 or the FLOYD'S 99 Shop(s) developed under the Franchise Agreement. This restriction aims to protect Floyds 99's competitive advantage and prevent unauthorized use of its proprietary assets.
The FDD clarifies that Confidential Information includes, but is not limited to, client lists, vendor lists, product formulas, information in the Operations Manual, and any information that gives Floyds 99 and its affiliates an advantage over competitors. However, information generally available to the public is excluded from this definition. This clause ensures that Associates cannot use or share Floyds 99's internal business strategies and data to benefit themselves or competitors, safeguarding the franchisor's business model and market position.
This restriction is crucial for maintaining the integrity and competitive edge of the Floyds 99 franchise system. Prospective franchisees should understand the scope of this confidentiality agreement and ensure that their employees or anyone associated with their Floyds 99 shop are fully aware of these restrictions to avoid potential legal issues and protect the franchisor's interests.