Are business methods considered part of Fly Fitness's Confidential Information?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
During the term of the Franchise Agreement, you may have access to and become acquainted with our trade secrets, including, but not limited to, methods, formulas, processes, customer lists, vendor partnerships and/or relationships, sales and technical information, costs, product prices and names, software tools and applications, website and/or email design, products, services, equipment, technologies and procedures relating to the operation of your Fly Fitness outlet; systems of operation, services, programs, products, procedures, policies, standards, techniques, requirements and specifications which are part of the System; the Operations Manual; methods of advertising and promotion; instructional materials; marketing plans, business methods, research, development or know-how, any other information which we may or may not specifically designate as "confidential" or "proprietary", and the components of our System whether or not such information is protected or protectable by patent, copyright, trade secret or other proprietary rights (collectively called the "Confidential Information"). You agree that you will take all reasonable measures to maintain the confidentiality of all Confidential Information in your possession or control and that all such Confidential Information and trade secrets shall remain our exclusive property. You may never (during the Initial Term, any Renewal Term, or after the Franchise Agreement expires or is terminated) reveal any of our confidential information to another person or use it for any other person or business. You may not copy any of our Confidential Information or give it to a third party except as we authorize in writing to you prior to any dissemination. Your personnel who have access to our Confidential Information must sign our Confidentiality/Non-Competition Agreement (Franchise Agreement, Attachment 8).
You must promptly tell us when you learn about unauthorized use of any Confidential Information. We are not obligated to take any action but will respond to this information as we think appropriate.
We will indemnify you for losses brought by a third party concerning your use, in strict compliance with the Franchise Agreement, of the Confidential Information.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 32–33)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, business methods are included within the definition of "Confidential Information." As a franchisee, you will have access to this Confidential Information, which encompasses a wide array of proprietary details essential for operating a Fly Fitness outlet. This includes not only business methods but also methods, formulas, processes, customer lists, vendor partnerships, sales and technical data, costs, product pricing, software, website design, operational systems, advertising strategies, and marketing plans.
Fly Fitness emphasizes the importance of maintaining the confidentiality of this information. Franchisees are obligated to take reasonable measures to protect it and prevent unauthorized disclosure. This obligation extends throughout the term of the Franchise Agreement and even after its expiration or termination. Franchisees are prohibited from revealing Confidential Information to any third party or using it for any purpose other than operating their Fly Fitness franchise, unless explicitly authorized in writing by Fly Fitness.
To further ensure the protection of Confidential Information, Fly Fitness requires that all personnel with access to it sign a Confidentiality/Non-Competition Agreement. This agreement reinforces the franchisee's responsibility to safeguard the franchisor's trade secrets and proprietary information. Franchisees must promptly notify Fly Fitness of any unauthorized use of Confidential Information, although Fly Fitness is not obligated to take any specific action in response.
Fly Fitness also commits to indemnifying franchisees against losses resulting from third-party claims related to the franchisee's use of Confidential Information, provided that the franchisee strictly complies with the terms of the Franchise Agreement. This protection underscores the franchisor's commitment to supporting its franchisees in utilizing the Confidential Information to operate their businesses effectively while mitigating potential risks associated with its use.