What are the consequences for a Pearce Bespoke franchisee who duplicates 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 Pearce Bespoke's 2025 Franchise Disclosure Document, franchisees are strictly prohibited from duplicating or improperly using the franchisor's confidential information. This includes copying, recording, or reproducing any confidential information, sharing it with third parties, or using it in any unauthorized way. The definition of confidential information is broad, encompassing all elements of the Business System, the Operations Manual, specifications, procedures, systems, techniques, pricing paradigms, sources of supply, construction plans, computer hardware and software, marketing materials, customer lists, internet protocols, training programs, and communications between the franchisor and franchisee. Customer lists or information are the property of Pearce Bespoke, not the franchisee.
Pearce Bespoke franchisees must limit the disclosure of confidential information to only those operational personnel who need it to perform their duties, and they must ensure that these individuals also maintain the confidentiality of the information. Franchisees are required to have their employees with managerial duties and access to confidential information sign Confidentiality/Non-Competition Agreements. The franchisee is expected to actively enforce these agreements.
If a Pearce Bespoke franchisee fails to obtain these agreements or does not enforce them, they may be required to indemnify and hold Pearce Bespoke harmless from any liability, loss, attorneys' fees, or damage that the franchisor incurs as a result. This means the franchisee could be financially responsible for any damages resulting from the unauthorized use or disclosure of confidential information, highlighting the importance of safeguarding Pearce Bespoke's proprietary assets.