Does the Floyds 99 franchise agreement allow the franchisee to assert copyright rights to the Program?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisor will license one or more proprietary computer software programs (the "Software") to the Franchisee for use in the operation of the FLOYD'S 99 Shop, including any modifications or revisions thereto, all documentation (other than the Software) related to the Software, the tangible media upon which such programs are recorded and the database file structure thereof (collectively, the "Program"). The Franchisor hereby grants to the Franchisee a nonexclusive, nontransferable, fully paid license to use the Program (the "License") for the term hereof, and agrees to provide updates for the Program for the term hereof. The parties agree as follows:
a. The Program shall be installed on the computer equipment designated by the Franchisor as meeting its specifications (the "Designated Equipment").
b.
Except with the prior written consent of the Franchisor, the Program shall not be: (i) operated by persons other than the Franchisee and employees of the Franchisee; (ii) operated on more than one computer at a time; (iii) operated on equipment other than the Designated Equipment; or (iv) operated at locations other than the Franchised Location.
- c.
The Program shall be used only to perform information processing in the Franchisee's operation of the FLOYD'S 99 Shop and shall not be used to perform information processing for any other person, entity or business.
- d.
The Franchisee shall not, and shall not allow its employees or agents to: (i) sell, assign, lease, license, market or commercially exploit, in any way, the Program, any component thereof or any data generated by the use of the Program; (ii) disclose or grant access to the Program, any component thereof or any data generated by the use of the Program, to any third party other than one whom the Franchisor has approved in writing and who has agreed in writing with the Franchisor to keep the Program confidential; or (iii) copy or reproduce the Program, any component thereof or any data generated by the use of the Program, in any manner, except for one copy of the Program for normal back-up and operations thereof; provided nothing contained herein shall prohibit the Franchisee from using the data generated by the Program to the extent reasonably necessary to comply with local, state and federal law and for usual and customary business purposes.
- e.
The Franchisee shall keep the Program and any data generated by the use of the Program confidential during and after the term hereof, and shall establish and maintain such security precautions as are prescribed by the Franchisor from time to time to maintain the secrecy of the Program and any data generated by the use of the Program, and to prevent the unauthorized access to or use, disclosure or copying of the Program or any data generated by the use of the Program.
The Franchisee shall cause each of its employees who has access to the Program to execute a written confidentiality agreement in a form prescribed or approved in writing by the Franchisor.
Source: Item 22 — CONTRACTS (FDD pages 57–58)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, the franchisee is not granted the right to assert copyright rights to the Program. The agreement states that Floyds 99 will license proprietary computer software programs (the "Software") to the franchisee for use in their shop, including any modifications or revisions, documentation, tangible media, and the database file structure, which are collectively referred to as the "Program". Floyds 99 grants the franchisee a nonexclusive, nontransferable, fully paid license to use the Program for the term of the agreement and will provide updates during this term.
The franchisee's use of the Program is restricted. It can only be operated by the franchisee and their employees on designated computer equipment at the franchised location. The Program is to be used solely for information processing related to the Floyds 99 shop and not for any other person, entity, or business. The franchisee is prohibited from selling, assigning, leasing, licensing, marketing, or commercially exploiting the Program or any data generated from it. They also cannot disclose or grant access to the Program to any third party without Floyds 99's prior written approval and a written confidentiality agreement with the third party.
Furthermore, the franchisee is not allowed to copy or reproduce the Program, except for one backup copy for normal operations. The franchisee must keep the Program and any generated data confidential during and after the term of the agreement and must maintain security precautions to prevent unauthorized access, use, disclosure, or copying. All employees with access to the Program must sign a confidentiality agreement approved by Floyds 99. These stipulations ensure that Floyds 99 retains control over its proprietary software and protects its confidential information, preventing franchisees from claiming any copyright rights to the Program.