What is considered 'Confidential Information' regarding a Fly Fitness franchise?
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, Confidential Information includes a wide array of trade secrets and proprietary data that franchisees gain access to during the term of their Franchise Agreement. This information encompasses methods, formulas, processes, customer lists, vendor partnerships, sales and technical data, costs, product prices and names, software tools and applications, website and email design, products, services, equipment, technologies, and operational procedures specific to Fly Fitness outlets. It also extends to systems of operation, services, programs, products, policies, standards, techniques, requirements, specifications, the Operations Manual, advertising and promotion methods, instructional materials, marketing plans, business methods, research, development, know-how, and any other information that Fly Fitness may designate as confidential or proprietary.
Fly Fitness emphasizes that this Confidential Information remains its exclusive property, regardless of whether it is protected by patent, copyright, trade secret, or other proprietary rights. Franchisees are obligated to take all reasonable measures to maintain the confidentiality of this information and are prohibited from revealing it to any other person or using it for any other business, both during the term of the Franchise Agreement and after its expiration or termination. Franchisees are also restricted from copying or providing the Confidential Information to third parties without prior written authorization from Fly Fitness.
To ensure compliance, Fly Fitness requires personnel with access to Confidential Information to sign a Confidentiality/Non-Competition Agreement. Franchisees are also required to promptly report any unauthorized use of Confidential Information to Fly Fitness. Fly Fitness, in turn, is not obligated to take any action but will respond to such information as it deems appropriate. Fly Fitness will indemnify franchisees for losses brought by a third party concerning the franchisee's use of Confidential Information, provided that the franchisee's use is in strict compliance with the Franchise Agreement. This underscores the importance of franchisees adhering to the guidelines and restrictions set forth by Fly Fitness to protect its proprietary information and maintain the integrity of the franchise system.