Is a Focalpoint Coaching franchisee prohibited from using confidential information in any other business or capacity?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
- (a) will not use Confidential Information in any other business or capacity;
- (b) will keep each item deemed to be part of Confidential Information absolutely confidential, both during this Agreement's term and then thereafter for
as long as the item is not generally known in the business training and consulting industry;
- (c) will not sell, trade or otherwise profit in any way from the Confidential Information (including by selling or assigning any client names, addresses, phone numbers, e-mail contact information, or related data), unless Franchisor otherwise authorizes or approves in Franchisor's sole judgment;
- (d) will not make unauthorized copies of any Confidential Information disclosed via electronic medium or in written or other tangible form; and
- (e) will adopt and implement reasonable procedures to prevent unauthorized use or disclosure of Confidential Information, including, without limitation, restricting its disclosure to Franchised Business personnel and other need-to-know personnel and using non-disclosure and non-competition agreements with those having access to Confidential Information. Franchisor has the right to regulate the form of agreements that Franchisee uses and to be a third party beneficiary of those agreements with independent enforcement rights.
Confidential Information does not include information, knowledge, or know-how which Franchisee can demonstrate lawfully came to Franchisee's attention before Franchisor provided it to Franchisee directly or indirectly; which, at the time Franchisor disclosed it to Franchisee, already had lawfully become generally known in the business training and consulting industry through publication or communication by others (without violating an obligation to Franchisor); or which, after Franchisor discloses it to Franchisee, lawfully becomes generally known in the business training and consulting industry through publication or communication by others (without violating an obligation to Franchisor). However, if Franchisor includes any matter in Confidential Information, anyone who claims that it is not Confidential Information must prove that one of the exclusions provided in this paragraph is fulfilled.
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, franchisees are prohibited from using confidential information in any business or capacity other than operating their Focalpoint Coaching franchise. The franchisee acknowledges that they will not acquire any interest in the confidential information, other than the right to use it as specified by Focalpoint Coaching for operating the franchised business during the agreement's term. This confidential information is proprietary and includes Focalpoint Coaching's trade secrets.
The agreement specifies that franchisees must keep all confidential information absolutely confidential during the agreement's term and thereafter, as long as the information is not generally known in the business training and consulting industry. Franchisees are also prohibited from selling, trading, or otherwise profiting from the confidential information, including client data, unless authorized by Focalpoint Coaching. They cannot make unauthorized copies of confidential information and must implement reasonable procedures to prevent unauthorized use or disclosure, including using non-disclosure and non-competition agreements with personnel who have access to the information.
However, the agreement also clarifies that confidential information does not include information that the franchisee lawfully possessed before receiving it from Focalpoint Coaching, information that was already generally known in the industry, or information that becomes generally known after disclosure without any violation of an obligation to Focalpoint Coaching. If Focalpoint Coaching designates something as confidential, the burden of proof falls on anyone claiming it is not to demonstrate that one of these exclusions applies. This ensures that Focalpoint Coaching's proprietary information remains protected while allowing franchisees to use generally available knowledge.