Does the definition of 'Confidential Information' for Goldfish Swim School include trade dress?
Goldfish_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
For the purposes of this Agreement "Confidential Information" means without limitation, business practices; copyrighted materials; trademarks; patents; applications; trade secrets; trade dress; instructional materials; descriptions of Goldfish's products and services; proposed products and services; computer software and hardware utilized by the System (as herein defined) and all information contained on such computer hardware and software; all data collected from customers and potential customers in connection with the Franchised Swim School; all Customer Personal Data; advertising materials; business plans; swim programs; swim curriculum and training manuals; employee compensation plans; identities of suppliers, customers and prospective customers; all specifications, sources of supply (or prospective sources) and all information pertaining to same (including wholesale pricing structures, contents of sourcing agreements and identity of suppliers), all procedures, systems, techniques and activities employed by Company or Franchisee in the offer and sale of products and/or services at or from the Franchised Swim School; prices and pricing policies; financial data; computer programs and software; floor plans; development schedules; development plans; systems; operations and procedures; the Company's Confidential Brand Standards Manual; Franchisee's final plans for construction, build-out, design, renovation, décor, equipment, signage, furniture, fixtures, and trade dress of the Franchised Swim School; and all other information provided to the Franchisee Parties from Franchisor.
- c) For purposes of this Agreement, "Customer Personal Data" means data that may be reasonably linked or linkable to natural persons to whom the Franchised Swim School provides goods or services or who are associated with a business entity to which the Franchised Swim School provides goods or services, including not limited to such natural person's name, birthdate, contact information, payment card information, transaction history, and other personal and other information as may be further set forth and defined in the Company's Confidential Brand Standards Manual.
- d) Any information expressly designated by Company as "Trade Secrets" or "Confidential Information" shall be deemed such for all purposes of this Agreement, but the absence of designation shall not relieve the Franchisee Parties of their respective obligations hereunder in respect of information otherwise constituting Trade Secrets or Confidential Information. The Franchisee Parties understand that their access to the Trade Secrets and other Confidential Information creates a relationship of confidence and trust between the Franchisee
Source: Item 23 — RECEIPTS (FDD pages 77–389)
What This Means (2025 FDD)
According to the 2025 Goldfish Swim School Franchise Disclosure Document, the definition of 'Confidential Information' explicitly includes trade dress. This means that the franchisor considers trade dress to be a protected and confidential aspect of the Goldfish Swim School system. As a franchisee, you are obligated to maintain the confidentiality of the brand's trade dress. This obligation extends to business practices, copyrighted materials, trademarks, patents, trade secrets, instructional materials, descriptions of Goldfish's products and services, proposed products and services, computer software and hardware, customer data, advertising materials, business plans, swim programs, swim curriculum and training manuals, employee compensation plans, identities of suppliers and customers, specifications, pricing policies, financial data, floor plans, development schedules, systems, operations and procedures, the Confidential Brand Standards Manual, and plans for construction, build-out, design, renovation, décor, equipment, signage, and furniture.
This has significant implications for a prospective franchisee. It means that all aspects of the Goldfish Swim School's visual identity and presentation, which contribute to its unique brand image, are considered confidential. This includes elements such as the layout and design of the swim school, the color schemes, signage, and overall aesthetic. Franchisees must not disclose or use this information in any way that could harm the Goldfish Swim School brand or provide an unfair advantage to competitors. The franchisee's final plans for construction, build-out, design, renovation, décor, equipment, signage, furniture, fixtures, and trade dress of the Franchised Swim School are also considered confidential information.
Furthermore, the FDD specifies that the definition of 'Marks' includes trade dress, designs, graphics, logos, emblems, insignia, fascia, and slogans. This reinforces the importance of protecting the brand's visual identity and ensures that franchisees adhere to the standards set by Goldfish Swim School. Franchisees must understand that any unauthorized use or disclosure of the brand's trade dress could result in legal action and termination of the franchise agreement. The franchisor also has the right to change or modify the System from time to time including, without limitation, the adoption and use of new or modified Marks or copyrighted materials, the presentation of the Marks, and the building and premises of the Franchised Swim School (including the trade dress, décor, and color schemes).
In the franchise industry, it is common for franchisors to protect their trade dress as part of their confidential information. This is because a strong and consistent brand image is crucial for attracting customers and maintaining a competitive edge. By including trade dress in the definition of confidential information, Goldfish Swim School is ensuring that its franchisees understand the importance of protecting the brand's visual identity and adhering to the established standards. This helps to maintain consistency across all franchise locations and reinforces the brand's reputation in the marketplace.