Is a Gold Star franchisee allowed to disclose Confidential Material to anyone other than their employees?
Gold_Star Franchise · 2025 FDDAnswer from 2025 FDD Document
12. CONFIDENTIALITY.
- 12.1 Confidential Material.
Information contained in the Manual, and other information about the Proprietary Products, the System and the Business, including customer and supplier lists (the "Confidential Material") are proprietary, highly-confidential trade secrets and FRANCHISEE shall not use any such Confidential Material except as necessary in the operation of the Business in accordance with this Agreement.
FRANCHISEE further acknowledges and agrees that the COMPANY is the owner of all rights in and to the System, and the Confidential Material, and that the System and the Confidential Material constitute trade secrets of the COMPANY which are revealed to FRANCHISEE in confidence, and that no right is given to or acquired by FRANCHISEE to, and FRANCHISEE shall not, disclose, duplicate, license, sell or reveal any of such Confidential Material to any person, other than disclosure to an employee of FRANCHISEE to the extent required by his/her work in accordance with this Agreement to be familiar with relevant Confidential Material.
FRANCHISEE agrees to keep confidential such Confidential Material, and, upon the COMPANY's request, to obtain from each of the Related Parties an agreement to keep the Confidential Materials confidential and not to use the Confidential Materials except as necessary in the operation of the Business.
Source: Item 23 — Receipts (FDD pages 53–163)
What This Means (2025 FDD)
According to the 2025 Gold Star FDD, franchisees are restricted from disclosing confidential material to anyone other than their employees. The FDD defines "Confidential Material" as information contained in the Manual, information about Proprietary Products, the System, and the Business, including customer and supplier lists. Gold Star considers these items proprietary and highly confidential trade secrets.
The franchise agreement specifies that a franchisee can only share confidential materials with their employees if it is required for their work and in accordance with the agreement. Franchisees must also ensure their employees are familiar with the relevant confidential material.
Gold Star franchisees must acknowledge that Gold Star owns all rights to the System and Confidential Material, which constitute trade secrets revealed in confidence. Franchisees are prohibited from disclosing, duplicating, licensing, selling, or revealing any confidential material to any person, except for the specific allowance for employee disclosure as required by their job. Franchisees must also agree to keep the confidential material secure and, if requested by Gold Star, obtain agreements from related parties to maintain confidentiality and use the materials only for business operations.