Does the Focalpoint Coaching Nondisclosure and Non-Competition Agreement allow the Individual to use confidential information if it benefits the Franchisee?
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, the Nondisclosure and Non-Competition Agreement strictly prohibits the use of confidential information for the benefit of any other person or entity. The agreement explicitly states that the individual will not communicate, divulge, or use the company's proprietary and confidential information for the benefit of any other person, persons, partnership, proprietorship, association, corporation, or entity. This includes, but is not limited to, information regarding site selection criteria, training and operations materials, sales and marketing programs, client lists, supplier information, operating results, and computer systems.
The agreement emphasizes that all information designated as confidential is to be treated as such, with the exception of information that was already known prior to disclosure or has become public knowledge through legitimate means. However, the individual is specifically prohibited from being the source of any unauthorized disclosure of confidential information. This is further reinforced by the explicit understanding that the individual will not divert any business to competitors of the franchisee or Focalpoint Coaching, and will not reproduce or make available any confidential information to unauthorized persons.
For a prospective Focalpoint Coaching franchisee, this means that any individual associated with their franchise, such as employees or owners, is legally bound to protect the confidential information of the company. The franchisee must ensure that all personnel with access to confidential information sign a similar agreement. Failure to comply with these restrictions could result in legal repercussions and potential damage to the Focalpoint Coaching brand and its franchisees. The franchisee benefits from these restrictions because it protects the trade secrets and confidential information that makes Focalpoint Coaching a viable franchise.