How are the paragraph headings in the Goldfish Swim School agreement to be interpreted?
Goldfish_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
1. DEFINITIONS
Whenever used in this Agreement, the following words and terms have the following meanings:
- "Affiliate" means any business entity that controls, is controlled by, or is under common control with Franchisor;
- "Agreement" means this agreement entitled "Goldfish Swim School Franchising LLC Franchise Agreement" and all instruments supplemental hereto or in amendment or confirmation hereof;
- "Approved Location" means the site for the operation of the Franchised Swim School selected by Franchisee and accepted in writing by Franchisor;
- "Approved Supplier(s)" has the meaning given to such term in Section 13.1;
- "Area of Primary Responsibility" has the meaning given to such term in Section 2.5;
- "Brand Fund" has the meaning given to such term in Section 11.3;
- "Brand Fund Contribution" has the meaning given to such term in Section 11.3;
- "Competitive Business" means any business that offers (or grants franchises or licenses to others to operate a business that offers) swim instruction to children the same as or similar to those provided by Goldfish Swim Schools or in which Trade Secrets or other Confidential Information could be used to the disadvantage of Franchisor, any Affiliate or its other franchisees; provided, however, that the term "Competitive Business" shall not apply to (a) any business operated by Franchisee under a Franchise Agreement with Franchisor, or (b) any business operated by a publicly-held entity in which Franchisee owns less than a five percent (5%) legal or beneficial interest;
- "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 Franchise System and all information contained on such computer hardware and software; Customer Data (which includes but is not limited to Customer Personal Data); advertising materials; business plans; swim programs; swim curriculum and training manuals; employee compensation plans; identities of suppliers, customers and
Source: Item 23 — RECEIPTS (FDD pages 77–389)
What This Means (2025 FDD)
Based on the 2025 Goldfish Swim School Franchise Disclosure Document, capitalized terms within the franchise agreement are explicitly defined in Section 1 of the agreement. This section serves as a reference point for understanding the specific meanings of terms used throughout the document.
For a prospective franchisee, this means that when reviewing the Goldfish Swim School franchise agreement, any capitalized term has a specific legal definition provided in Section 1. Franchisees must refer to these definitions to ensure they fully understand their rights and obligations under the agreement.
For example, terms like "Affiliate", "Agreement", "Approved Location", "Competitive Business", "Confidential Information", "Electronic Depository Transfer Account", "Franchise", "Franchise Fee", "Franchised Swim School", "Franchisee", "Franchisor", "Franchisor Indemnitees", "Generally Accepted Accounting Principles" or "GAAP", and "Gross Sales" are all defined within Section 1. Understanding these definitions is crucial for interpreting the agreement accurately and making informed decisions about investing in a Goldfish Swim School franchise.