Is a Floyds 99 franchisee allowed to disclose trade secrets?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
Consequently, enforcement of the covenants made in this Section will not deprive them of their personal goodwill or ability to earn a living.
22.3 Confidentiality of Proprietary Information. The Franchisee and the 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 the 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 the Franchisor and has valuable goodwill associated with it. The Franchisee acknowledges that any unauthorized disclosure or use of the Confidential Information would be wrongful and would cause irreparable injury and harm to the 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, and any information of whatever nature which gives the 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. The Franchisee further acknowledges that the Franchisor has expended a great amount of effort and money in obtaining and developing the Confidential Information, that the 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 the Franchisor. Consequently, the Franchisee 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 the Franchisor or the Franchisee's FLOYD'S 99 Shop, any of the Confidential Information of the Franchisor or its affiliates. The Franchisor and the Franchisee agree that the Confidential Information does not include information that is generally available to the public.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 43)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, franchisees are explicitly prohibited from disclosing trade secrets or confidential information. The FDD emphasizes that the business format, methods, data, processes, marketing systems, manuals, formulas, techniques, designs, layouts, operating procedures, trademarks, proprietary marks, and know-how are proprietary and confidential. These elements are considered trade secrets with valuable goodwill associated with them. Unauthorized disclosure or use of this information would be considered wrongful and cause irreparable harm to Floyds 99.
The franchisee agrees not to publish, disclose, divulge, or communicate any of the confidential information to any person, firm, corporation, or entity. They also cannot use the information for their own benefit or the benefit of anyone other than Floyds 99 or their own Floyds 99 shop. This restriction applies at all times, ensuring that the franchisee protects the confidential information both during the term of the franchise agreement and afterward. The only exception is for information that is generally available to the public.
This stringent confidentiality requirement is typical in franchising, as franchisors rely on protecting their proprietary information to maintain a competitive advantage. Prospective Floyds 99 franchisees should understand the breadth of information considered confidential and the serious consequences of unauthorized disclosure. They should also be aware that they must take precautions to guard the secrecy of this information and may be required to have their employees sign confidentiality agreements.