What action is a Pearce Bespoke franchisee required to take if an individual who did *not* sign a Confidentiality/Non-Competition Agreement breaches confidentiality?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee agrees to vigorously and vigilantly prosecute to the fullest extent permitted by law breaches of any Confidentiality/Non-Competition Agreement executed pursuant to this provision, and acknowledge Franchisor's right, to be exercised as Franchisor alone determines, to enforce the terms of any such executed Confidentiality/Non-competition Agreement. If the substantive provisions of the Confidentiality/Non-Competition Agreement have been breached by an individual employed, engaged, or otherwise serving the Pearce Bespoke Franchise who has not executed a Confidentiality/Non-Competition Agreement Franchisee must nevertheless vigorously and vigilantly prosecute such conduct to the fullest extent permitted by law. Franchisee shall indemnify and hold Franchisor harmless from any and all liability, loss, attorneys' fees, or damage Franchisor may suffer as a result of Franchisee's failure to obtain executed Confidentiality/Non-Competition Agreements from employees, agents and third persons as required by this Section.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to the 2025 Pearce Bespoke Franchise Disclosure Document, a franchisee is obligated to take specific actions if an individual who did not sign a Confidentiality/Non-Competition Agreement breaches confidentiality. Specifically, the franchisee must "vigorously and vigilantly prosecute such conduct to the fullest extent permitted by law." This means the franchisee must actively pursue legal remedies to address the breach.
This requirement places a significant responsibility on the Pearce Bespoke franchisee to monitor and enforce confidentiality, even when a formal agreement is not in place. It also highlights the importance of ensuring that all employees, agents, and third parties who have access to confidential information are, in fact, subject to a Confidentiality/Non-Competition Agreement.
Furthermore, the Pearce Bespoke franchisee is required to indemnify and hold the franchisor harmless from any liability, loss, attorneys' fees, or damage the franchisor may suffer if the franchisee fails to obtain the required Confidentiality/Non-Competition Agreements. This means that if the franchisee does not secure these agreements and a breach occurs, the franchisee could be financially responsible for any resulting damages to Pearce Bespoke. This underscores the need for franchisees to be proactive in protecting confidential information and ensuring compliance with the franchisor's requirements.