Who is bound by the non-disclosure agreement regarding Pearce Bespoke's confidential information?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisee and those individuals who have signed the Personal Guaranty attached hereto as Attachment B agree to use and permit the use of Franchisor's Confidential Information (as defined below) solely in connection with the operation of the Pearce Bespoke Franchise.
Franchisee and Personal Guarantors further agree that they will never, during the initial term or any renewal term of this Agreement, or any time after this or any renewal Franchise Agreement expires or terminates, or Franchisee's rights under this Agreement or any renewal Franchise Agreement are assigned or terminated, divulge or use any of Franchisor's Confidential Information for the benefit of any third party (including any person, business entity or enterprise of any type or nature), nor will Franchisee or Personal Guarantors directly or indirectly aid such third party to imitate, duplicate or "reverse engineer" any of Franchisor's Confidential Information. "Confidential Information" means all information, knowledge, trade secrets, or know-how utilized by the Business System, or which otherwise concerns Franchisee's or Franchisor's systems of operation, programs, services, products, customers, practices, materials, books, records, manuals, computer files, databases, or software.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to Pearce Bespoke's 2025 Franchise Disclosure Document, the non-disclosure agreement regarding confidential information binds the franchisee and those individuals who have signed the Personal Guaranty. These parties agree to use Pearce Bespoke's confidential information solely for operating the franchise. They are prohibited from divulging or using this information for the benefit of any third party, or from aiding any third party in imitating, duplicating, or reverse engineering Pearce Bespoke's confidential information during the term of the agreement and even after its expiration or termination.
Confidential information includes all elements of the Business System, products, services, equipment, technologies, policies, standards, requirements, criteria, procedures, the Operations Manual, specifications, sources of supply, pricing paradigms, construction plans, computer hardware and software, advertising and marketing materials, customer lists, internet code of conduct, training programs, and communications between Pearce Bespoke and the franchisee. However, information that the franchisee or personal guarantors can prove was already known to them before Pearce Bespoke disclosed it, or information that has become public knowledge through no fault of their own, is excluded from this definition.
The franchisee and personal guarantors must not copy, duplicate, record, reproduce, or share the confidential information with any third party, or make it available in any electronic format. Upon expiration or termination of the agreement, they must return or destroy the confidential information as requested by Pearce Bespoke. Customer lists and information remain the property of Pearce Bespoke. The franchisee and personal guarantors are only allowed to share confidential information with operational personnel on a need-to-know basis and must ensure these individuals maintain confidentiality. Franchisees must also ensure that managerial employees, corporate officers, directors, shareholders, and partners sign Confidentiality/Non-Competition Agreements.
Pearce Bespoke requires franchisees to vigorously prosecute any breaches of these Confidentiality/Non-Competition Agreements. If an individual who has not signed such an agreement breaches the confidentiality provisions, the franchisee must still prosecute the conduct. The franchisee is responsible for indemnifying Pearce Bespoke against any losses or damages resulting from the franchisee's failure to obtain these agreements from employees, agents, and third parties as required.