What is the Floyds 99 franchisee's obligation regarding the confidentiality of the Program and its data?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
ee 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. The Franchisee shall immediately inform the Franchisor in writing if an employee breaches the written confidentiality agreement or otherwise violates the terms and conditions of this Section 16.1, or if the Franchisee learns of any actual or possible unauthorized disclosure of the Program or any data generated by the use of the Program, such as the loss or theft of any tangible medium (such as a diskette), documentation or other component thereof.
- f. The Franchisee acknowledges and agrees that the Program and any data generated by the use of the Program is the valuable proprietary property and trade secret of the Franchisor and its affiliates, and the Franchisee agrees to use the utmost care to safeguard the Program and any data generated by the use of the Program and to maintain the secrecy and confidentiality thereof. The Franchisee shall not undertake to patent, copyright or otherwise assert proprietary rights to the Program or any data generated by the use of the Program or any portion thereof. The Franchisee shall not create any derivative works based on the Software without the prior written consent of the Franchisor. The Franchisee recognizes that all or part of the Program and any data generated by the use of the Program may be copyrighted and agrees that this shall not be construed as causing the copyrighted material to be public information. The Franchisee shall ensure that any copies of the Program and any data generated by the use of the Program or any components thereof in its possession contain such copyright notice or other notice of proprietary rights specified by the Franchisor. The Franchisor retains the right to control the Program and all derivative works of the Program. The grant of this License to the Franchisee is not a sale by the Franchisor of the Program.
Source: Item 22 — CONTRACTS (FDD pages 57–58)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, franchisees have strict obligations regarding the confidentiality of the Program and its data, both during and after the franchise term. The franchisee must maintain the confidentiality of the Program and any data generated from its use, adhering to security precautions prescribed by Floyds 99 to prevent unauthorized access, use, disclosure, or copying. This extends to ensuring that employees with access to the Program sign a confidentiality agreement approved by Floyds 99.
Specifically, the franchisee cannot sell, assign, lease, license, market, or commercially exploit the Program or any data it generates. Disclosure or access to third parties is prohibited unless Floyds 99 provides prior written approval and the third party agrees to maintain confidentiality. The franchisee is allowed to make one copy of the Program for backup purposes. However, franchisees can use data generated by the Program to comply with laws and for customary business operations.
Floyds 99 also owns all customer contact information and other customer information, referred to as "Customer Data." The franchisee can only use this data as necessary to operate their Floyds 99 shop, unless they obtain prior written approval from Floyds 99. The franchisee cannot sell, transfer, sublicense, or share Customer Data with any third party without Floyds 99's approval, unless the third party is a service provider bound by similar confidentiality obligations, for whose use the franchisee remains liable. The franchisee is responsible for protecting Customer Data from cyberattacks and unauthorized access and must comply with all data protection laws and Floyds 99's data protection policies. They must also immediately notify Floyds 99 of any data breaches or cyberattacks.