What is the definition of 'Confidential Information' for a Focalpoint Coaching franchise?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
I agree that during the term of my employment by, ownership participation in, association with or service to Franchisee, or at any time thereafter, I will not communicate, divulge or use for the benefit of any other person, persons, partnership, proprietorship, association, corporation or entity, Company's proprietary and confidential information relating to the development and operation of FocalPoint Franchised Businesses, including but not limited to the following concerning FocalPoint Franchised Businesses: (1) site selection criteria; (2) training and operations materials and manuals; (3) sales, marketing and advertising programs and techniques; (4) client lists and records; (5) identity of suppliers, and knowledge of specifications and pricing for products, materials, supplies and equipment that Company authorizes; (6) knowledge of operating results and financial performance of businesses in the network, other than those franchised businesses that Franchisee owns; (7) computer systems and software programs; and (8) any and all other information Company provides to me, Franchisee, Franchisee's Owners or Affiliates that is designated orally or in writing as proprietary or confidential, or by its nature would reasonably be understood to be proprietary or confidential, regardless of whether such information is specifically designated as proprietary or confidential (collectively, all information referenced above, including examples (1) through (8), is known as the "Confidential Information").
Furthermore, any and all information, knowledge, know-how, techniques and information which the entities mentioned above (or their officers) designate as confidential is considered, and hereby acknowledged by me, to be Confidential Information for the purposes of this Agreement, except information which I can demonstrate came to my attention before disclosure or which had become or becomes a part of the public domain through publication or communication by others (unless the publication or communication violates a similar confidentiality agreement), but in no event through any act of mine.
I specifically understand that, without limitation, all the above items, concepts, and/or examples contained in the preceding paragraph constitute Confidential Information of Company, and I will not divert any business to competitors of Franchisee and/or Company. I will at no time copy, duplicate, record or otherwise reproduce any of the Confidential Information or material containing it, in whole or in part, store them in a computer retrieval or database, nor otherwise make the them available to any unauthorized person.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary details related to the franchise's operations. This includes site selection criteria, training and operations manuals, and the specific methods, formats, and systems used in developing and running Focalpoint Coaching Franchised Businesses. It also extends to marketing and advertising programs, knowledge of supplier specifications and pricing, proprietary computer software, and data related to the operating results and financial performance of other Focalpoint Coaching franchises.
Furthermore, the definition covers graphic designs, client communication and retention programs, and all data generated or used in the operation of the Franchised Business, including client information and data stored in the computer system or on the website. Future business plans and any other information that Focalpoint Coaching designates as confidential are also included. Franchisees acknowledge that they only have the right to use this information as specified by Focalpoint Coaching and that it includes trade secrets.
The FDD also clarifies that employees and anyone associated with the franchisee are prohibited from divulging or using this confidential information for the benefit of any other entity. This extends to sales, marketing, and advertising techniques, client lists, supplier identities, knowledge of product specifications and pricing, computer systems, and any other information provided by Focalpoint Coaching that is designated as proprietary or confidential. The agreement emphasizes that all these items are considered Confidential Information, and franchisees must not copy, reproduce, or make them available to unauthorized persons.
However, information that the franchisee can demonstrate was already known to them or had become public knowledge through legitimate means (not through any action of their own) is excluded from the definition of Confidential Information. This exception provides a limited safeguard for franchisees, but the burden of proof rests on them to demonstrate prior knowledge or legitimate public availability. Prospective franchisees should carefully consider the breadth of this definition and the restrictions it places on their ability to use information gained during their time with Focalpoint Coaching, even after the franchise agreement ends.