What are the consequences for a Pearce Bespoke franchisee who discloses Confidential Information?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
re Franchisor's disclosure) or which, at or after the time of disclosure, has become a part of the public domain through publication or communication by others, but not through any act of Franchisee or Personal Guarantors.
Except as authorized in this Agreement, Franchisee and Personal Guarantors agree never to copy, duplicate, record or otherwise reproduce any of the Confidential Information, in whole or in part; otherwise share it with any other third-party individual or entity; Pearce Bespoke Franchise it in a computer or other electronic format; or otherwise make it available to any third party by any other means whatsoever. Upon the expiration or termination of this Agreement, Franchisee and Personal
Guarantors agree to return to Franchisor such Confidential Information as Franchisor requests (including customer lists and records; all training materials and other instructional content; financial and non-financial books and records; the Manual; and, computer databases, software and manuals) which are then in Franchisee's or Personal Guarantor's possession, or upon Franchisor's request, destroy all or certain Confidential Information and certify such destruction to Franchisor. It is specifically understood that all customer lists or information adduced by the Pearce Bespoke Franchise is Franchisor's property, not the property of Franchisee or Personal Guarantors. Franchisor may use this information to market to Franchisee's customers during and after the term of the Franchise Agreement. Franchisee will execute any document required by Franchisor to ensure that Franchisor will have access to that information.
Franchisee and Personal Guarantors must only divulge such Confidential Information to Franchisee's operational personnel as is necessary for each to perform his/her functions and then only on a "need to know" basis. Franchisee and Personal Guarantors agree to take all necessary precautions to ensure that these individuals maintain the Confidential Information in confidence and comply with the confidentiality provisions of this Agreement. Franchisee's agreement to procure execution of a Confidentiality/Non-Competition Agreement from certain of Franchisee's owners, management and staff is set forth before in Section 9(B) of this Agreement.
B. Confidentiality/Non-Competition Agreements.
All of Franchisee's employees who have managerial duties with respect to the Pearce Bespoke Franchise and who have access to Confidential Information of Franchisor, as well as all corporate officers, directors, and shareholders if Franchisee is a corporation (all partners if Franchisee is a partnership), must sign Confidentiality/Non-Competition Agreements in a form satisfactory to Franchisor, agreeing to maintain the confidentiality, during the course of their agreement and thereafter, of all information Franchisor copyrights or designates as confidential and proprietary. Copies of the executed agreements will be provided to Franchisor upon request.
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.
10. **INSURANCE;
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to the 2025 Pearce Bespoke Franchise Disclosure Document, franchisees are held to strict standards regarding confidential information. Pearce Bespoke defines confidential information broadly, encompassing all aspects of the Business System, Operations Manual, specifications, pricing, supplier information, construction plans, computer systems, marketing materials, customer data, internet protocols, training programs, and communications between the franchisor and franchisee. Franchisees must restrict access to confidential information to only those operational personnel who need it to perform their duties, and even then, only on a "need to know" basis. Franchisees must take precautions to ensure these individuals maintain confidentiality.
Pearce Bespoke franchisees and their personal guarantors must not copy, duplicate, record, or reproduce any confidential information, share it with third parties, or make it available through any means. Upon termination or expiration of the Franchise Agreement, franchisees must return all confidential information to Pearce Bespoke or, if requested, destroy it and certify the destruction. Customer lists and related information are the property of Pearce Bespoke, which Pearce Bespoke may use to market to those customers both during and after the franchise term. Franchisees are required to execute documents to ensure Pearce Bespoke has access to this information.
Furthermore, Pearce Bespoke requires franchisees to have managerial employees and corporate officers (or partners, if the franchisee is a partnership) sign Confidentiality/Non-Competition Agreements. Franchisees must actively pursue breaches of these agreements. If an individual who has not signed such an agreement breaches confidentiality, the franchisee must still prosecute the conduct. The franchisee is responsible for indemnifying Pearce Bespoke against any losses, including attorney's fees, resulting from the franchisee's failure to obtain these agreements from employees or agents. These measures underscore the importance Pearce Bespoke places on protecting its proprietary information and maintaining a competitive edge.