Is a Gold Star franchisee allowed to reveal the confidential material?
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.
FRANCHISEE will advise the COMPANY promptly in writing if FRANCHISEE learns of any claims made relating to or unauthorized use of any Confidential Material whether by a Related Party or a third party.
The COMPANY is not obligated to take any action but may take any action it deems appropriate.
FRANCHISEE also agrees not to contest or aid in contesting, directly or indirectly, the COMPANY's right, title, ownership or interest in or to, or the validity or enforceability of, any copyrights, Confidential Material or the System, or contest the COMPANY's sole right to register, use or franchise or license others to use any such copyrights, the System or the Confidential Material, during or after the term of this Agreement or any extension or renewal thereof.
Source: Item 23 — Receipts (FDD pages 53–163)
What This Means (2025 FDD)
According to Gold Star's 2025 Franchise Disclosure Document, franchisees are generally prohibited from disclosing confidential material related to the Gold Star system. The FDD defines "Confidential Material" as information contained in the Manual, and other information about the Proprietary Products, the System and the Business, including customer and supplier lists. This material is considered proprietary and highly confidential trade secrets.
The franchise agreement states that a Gold Star franchisee cannot use any Confidential Material except as necessary to operate the business according to the agreement. Franchisees acknowledge that Gold Star owns all rights to the System and Confidential Material, which constitute trade secrets revealed in confidence. Franchisees are explicitly prohibited from disclosing, duplicating, licensing, selling, or revealing any Confidential Material to any person.
There is an exception: franchisees can disclose confidential materials to their employees if it is required for their work, and the employees must be familiar with the confidential material. Franchisees must also ensure that related parties, such as employees, agree to keep the Confidential Materials confidential. Franchisees are also required to notify Gold Star promptly if they become aware of any unauthorized use of Confidential Material by related parties or third parties. Franchisees also agree not to contest Gold Star's rights to the confidential material.