What rights does a Focalpoint Coaching franchisee acquire in the Confidential Information?
Focalpoint_Coaching Franchise · 2025 FDDAnswer from 2025 FDD Document
nesses;
- (11) future business plans relating to FocalPoint Franchised Businesses and the FocalPoint franchise opportunity, including expansion and development plans; and
- (12) any other information that Franchisor reasonably designates as confidential or proprietary.
Franchisee acknowledges and agrees that Franchisee will not acquire any interest in Confidential Information, other than the right to use it as Franchisor specifies in operating the Franchised Business during this Agreement's term, and that Confidential Information is proprietary, includes Franchisor's trade secrets, and is disclosed to Franchisee only on the condition that Franchisee agrees, and Franchisee in fact does agree, that Franchisee:
- (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).
Source: Item 22 — Contracts (FDD pages 56–57)
What This Means (2025 FDD)
According to Focalpoint Coaching's 2025 Franchise Disclosure Document, a franchisee does not acquire any ownership interest in the Confidential Information itself. Instead, the franchisee only obtains the right to use the Confidential Information as specified by Focalpoint Coaching for operating the franchised business during the term of the Franchise Agreement. This means the franchisee's right to use the information is limited to running their Focalpoint Coaching franchise and exists only while the agreement is in effect.
The Confidential Information is proprietary and includes Focalpoint Coaching's trade secrets. The franchisee agrees not to use the Confidential Information in any other business or capacity, to keep it absolutely confidential during the agreement term and afterward as long as it is not generally known in the business training and consulting industry, and not to sell, trade, or profit from it in any way unless authorized by Focalpoint Coaching. Unauthorized copies are prohibited, and the franchisee 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.
Confidential Information includes items such as site selection criteria, training and operations manuals, methods, sales and marketing techniques, marketing programs, supplier information, computer software, operating results of other Focalpoint Coaching franchises, graphic designs, client programs, client data, future business plans, and any other information Focalpoint Coaching designates as confidential. There are exceptions for information that the franchisee can demonstrate lawfully came to their attention before Focalpoint Coaching provided it, or that was already generally known in the industry, or that becomes generally known without violating an obligation to Focalpoint Coaching.
In practical terms, this means a Focalpoint Coaching franchisee must be very careful about how they handle and protect the Confidential Information. They can only use it for their Focalpoint Coaching business, and they must take steps to ensure that it does not get into the hands of competitors or become public knowledge. This includes having employees sign non-disclosure agreements and implementing security measures to protect electronic and written information. The franchisee bears the burden of proving that any information they claim is not confidential falls under one of the exceptions.