What is the Fly Fitness franchisee's responsibility regarding the confidentiality of other confidential communications from the franchisor?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
WHEREAS, in connection with his or her duties, it will be necessary for Covenantor to have access to some or all of the confidential information, knowledge, know-how, techniques, contents of the Fly Fitness operations manual and other materials used in or related to the System and/or concerning the methods of operation of the System (collectively referred to as "Confidential Information").
WHEREAS, the Confidential Information provides economic advantages to Franchisor and licensed users of the System, including Franchisee;
WHEREAS, Franchisee has acknowledged the importance of restricting the use, access and dissemination of the Confidential Information, and Franchisee therefore has agreed to obtain from Covenantor a written agreement protecting the Confidential Information and further protecting the System against unfair competition; and
WHEREAS, Covenantor acknowledges that receipt of and the right to use the Confidential Information constitutes independent valuable consideration for the representations, promises and covenants made by Covenantor herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties agree as follows:
1. Confidentiality Agreement.
- a. Covenantor shall, at all times, maintain the confidentiality of the Confidential Information and shall use such Confidential Information only in the course of his or her employment by or association with Franchisee in connection with the operation of a Franchised Business under the Franchise Agreement.
- b. Covenantor shall not at any time make copies of any documents or compilations containing some or all of the Confidential Information without Franchisor's express written permission.
- c. Covenantor shall not at any time disclose or permit the disclosure of the Confidential Information except, and only then to the limited extent necessary, to those employees of Franchisee for training and assisting such employees in the operation of the Franchised Business.
- d. Covenantor shall surrender any material containing some or all of the Confidential Information to Franchisee or Franchisor, upon request, or upon termination of employment or association with Franchisee.
Source: Item 22 — CONTRACTS (FDD pages 44–45)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the franchisee acknowledges the importance of restricting the use, access, and dissemination of confidential information related to the Fly Fitness system. To this end, the franchisee must obtain a written agreement from anyone who has access to confidential information, protecting it and the system against unfair competition. This agreement ensures that individuals with access to confidential information understand their obligations to maintain its secrecy.
The franchisee, referred to as "Covenantor" in this context, must maintain the confidentiality of the Confidential Information at all times and use it only in the course of their employment or association with the franchisee in connection with the operation of the Franchised Business under the Franchise Agreement. The franchisee is prohibited from making copies of any documents or compilations containing confidential information without Fly Fitness's express written permission. Disclosure of confidential information is only permitted to employees of the franchisee for training and assisting them in the operation of the franchised business, and even then, only to the limited extent necessary.
Upon request, or upon termination of employment or association with the franchisee, the franchisee must surrender any material containing confidential information to the franchisee or Fly Fitness. This comprehensive approach ensures that confidential information remains protected throughout the term of the franchise agreement and beyond, safeguarding Fly Fitness's competitive advantage and proprietary knowledge.