What is the scope of the 'Confidential Information' that Floyds 99 protects?
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 FDD, the scope of 'Confidential Information' is broad, covering many aspects of the company's business operations. This includes 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. Floyds 99 considers this information proprietary and confidential, emphasizing its uniqueness, exclusivity, and status as a trade secret.
For a prospective franchisee, this means that they will have access to valuable and confidential information that is not available to the general public. However, it also means they have a legal obligation to protect this information and not disclose it to unauthorized parties. The FDD specifically mentions that unauthorized disclosure or use of the Confidential Information would be wrongful and cause irreparable harm to Floyds 99. This obligation extends to client lists, vendor lists, product formulas, and any information contained in the Operations Manual, as well as any other information that gives Floyds 99 an advantage over its competitors.
Floyds 99 has taken precautions to guard the secrecy of its Confidential Information, and it would be costly for competitors to acquire or duplicate it. The franchisee is prohibited from publishing, disclosing, divulging, or communicating this information to any person, firm, corporation, or entity, or using it for their own benefit or the benefit of anyone other than Floyds 99 or the FLOYD'S 99 Shop(s) developed under the agreement. The only exception is information that is generally available to the public.
This confidentiality requirement continues even after the termination or expiration of the Development Agreement, except in connection with Barbershops the Developer is then operating under effective Franchise Agreements. The franchisee must cease using the Marks and Confidential Information, including slogans, trademarks, trade names, service marks, designs, trade dress, or logos similar to the Marks, as well as any equipment, materials, forms, confidential methods, procedures, recipes, and techniques associated with the Floyds 99 system.