Does the Focalpoint Coaching Nondisclosure and Non-Competition Agreement specify whether information needs to be specifically designated as proprietary or confidential to be protected?
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").
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 specifies that certain information is protected regardless of whether it is explicitly marked as proprietary or confidential. The agreement states that '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' is considered Confidential Information. This means that information doesn't always need a special label to be protected under the agreement.
This provision protects Focalpoint Coaching's confidential information whether or not it is formally labeled as such. This dual protection covers both explicitly designated information and information that a reasonable person would recognize as confidential due to its nature. Examples of confidential information include site selection criteria, training and operations manuals, sales and marketing techniques, client lists, supplier information, operating results, and computer systems.
For a prospective Focalpoint Coaching franchisee, this means they are responsible for protecting a broad range of information, even if it isn't specifically marked as confidential. Franchisees must exercise good judgment and treat any information that could reasonably be considered proprietary as confidential. Failing to do so could result in a breach of the agreement, with potential legal and financial consequences. Franchisees should seek clarification from Focalpoint Coaching if they are unsure whether certain information falls under this protection.