What is the Fly Fitness franchisee's responsibility regarding the confidentiality of information contained in other confidential communications?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
rademarks, including, the registered trademark "Fly Fitness" and design mark, and certain | | | proprietary products, services, promotions, | and methods (the "System") for the establishment and | | operation of Franchised Business outlets; | | 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.
- e. Covenantor shall not at any time, directly or indirectly, do any act or omit to do any act that would or would likely be injurious or prejudicial to the goodwill associated with the System.
Source: Item 22 — CONTRACTS (FDD pages 44–45)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the franchisee is responsible for ensuring that anyone who has access to Fly Fitness's confidential information signs an agreement to protect that information. This agreement, obtained by the franchisee, restricts the use, access, and dissemination of confidential information to protect the Fly Fitness system from unfair competition. The agreement is between the franchisee's employee or associate (referred to as "Covenantor") and the Fly Fitness system.
The agreement mandates that the Covenantor maintain the confidentiality of the information at all times and only use it in connection with operating the Fly Fitness franchise. The Covenantor cannot make copies of confidential documents without express written permission from Fly Fitness. Disclosure of confidential information is limited to only those employees of the franchisee who need it for training and assistance in operating the franchised business.
Upon request or termination of employment, the Covenantor must return all materials containing confidential information to the franchisee or Fly Fitness. The Covenantor is also prohibited from acting in any way that could harm the goodwill associated with the Fly Fitness system. No confidential information can be reproduced without written consent. These measures ensure that the franchisee actively protects Fly Fitness's proprietary information and maintains the integrity of the brand.