What is the definition of 'Confidential Information' as it relates to the Floyds 99 franchise?
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 Franchise Disclosure Document, Confidential Information encompasses the brand's 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 its Licensed Methods. Floyds 99 considers this information proprietary and confidential, recognizing it as unique, exclusive property and a trade secret with valuable goodwill.
For a prospective Floyds 99 franchisee, this means that during the franchise term and even after, they are legally obligated to protect this Confidential Information. This includes client and vendor lists, product formulas, and all information within the Operations Manual, as well as any other information that gives Floyds 99 a competitive advantage. The franchisee acknowledges that unauthorized disclosure or use of this information would be wrongful and cause irreparable harm to Floyds 99.
Floyds 99 has invested significant resources in developing and safeguarding this Confidential Information, implementing precautions to maintain its secrecy. Competitors would incur substantial costs to acquire or duplicate this information. Therefore, the franchisee is prohibited from publishing, disclosing, or using the Confidential Information for their own benefit or the benefit of any entity other than Floyds 99 or its authorized shops.
However, the FDD clarifies that information generally available to the public is not considered Confidential Information. This distinction is important, as it sets a boundary on what a franchisee is obligated to keep secret. A prospective franchisee should carefully review the scope of confidential information and understand their obligations to protect it, as breaches can lead to legal repercussions and damage the relationship with Floyds 99.