What obligation does a Floyds 99 franchisee have regarding the confidentiality of the Licensed Methods?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisee acknowledges that it has not acquired any right, title or interest in the Licensed Methods except for the right to use the Licensed Methods in the operation of the FLOYD'S 99 Shop as it is governed by this Agreement and that it is obligated to maintain the confidentiality of the Licensed Methods in accordance with Section 22.3 below.
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 22 — CONTRACTS (FDD pages 57–58)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, franchisees have a significant obligation to maintain the confidentiality of the Licensed Methods. Floyds 99 acknowledges that they have not acquired any rights to the Licensed Methods, except for the right to use them in the operation of their Floyds 99 shop.
The FDD specifies that 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 are proprietary and confidential. This information is a trade secret of Floyds 99 and has valuable goodwill associated with it. Unauthorized disclosure or use of this confidential information would cause irreparable injury and harm to Floyds 99.
Therefore, franchisees are prohibited from publishing, disclosing, divulging, or communicating any of the confidential information to any person, firm, corporation, or entity. They also cannot use the information directly or indirectly for their own benefit or for the benefit of anyone other than Floyds 99 or their own Floyds 99 shop. The only exception is information that is generally available to the public.