What constitutes 'Confidential Information' for a Pearce Bespoke franchise?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
Confidential Information includes (without limitation): all elements of the Business System and all products, services, equipment, technologies, policies, standards, requirements, criteria and procedures that now or in the future are part of the Business System; Franchisor's Operations Manual (including supplements to the Manual); all specifications, sources of supply, all procedures, systems, techniques and activities employed by Franchisor or Franchisee in the offer and sale of products and or services at the Pearce Bespoke Franchise; all pricing paradigms established by Franchisor or by Franchisee; all of Franchisor's and/or Franchisee's sources (or prospective sources) of supply and all information pertaining to same (including wholesale pricing structures, the contents of sourcing agreements and identity of suppliers); Franchisor's specifications, and Franchisee's final plans, for the construction, build-out, design, renovation, décor, equipment, signage, furniture, items and trade dress elements of the Pearce Bespoke Franchise; the identity of, and all information relating to, the computer and DRS POS hardware and software utilized by Franchisor and Franchisee; all information pertaining to Franchisor's and Franchisee's advertising, marketing, promotion and merchandising campaigns, activities, materials, specifications and procedures; all customer lists, customer data and other records generated and/or otherwise maintained by the Pearce Bespoke Franchise; Franchisor's Internet Code of Conduct, social media policy, internet/web protocols, procedures and content; Franchisor's training and other instruction programs and materials; all communications between Franchisor and Franchisee (including the financial and other reports Franchisee is required to submit to Franchisor under the Agreement); additions to, deletions from and modifications and variations of the components of the Business System and all other information, knowledge and know-how which Franchisor and its affiliates, now or in the future, designate as confidential.
Confidential Information will not, however, include information which Franchisee and Personal Guarantors can demonstrate came to their attention before Franchisor disclosed it to Franchisee (unless illegally or improperly procured by Franchisee or its Personal Guarantors before 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.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to the 2025 Pearce Bespoke Franchise Disclosure Document, Confidential Information encompasses a wide array of proprietary details related to the franchise's operations. This includes all aspects of the Business System, such as products, services, equipment, technologies, policies, standards, requirements, criteria, and procedures, both current and future. The Pearce Bespoke Operations Manual, including any supplements, is also considered confidential. This broad definition ensures that all critical elements of the Pearce Bespoke business model are protected.
Specifically, confidential information extends to specifications, supply sources, procedures, systems, techniques, and activities used in offering and selling products or services. Pricing paradigms, whether established by Pearce Bespoke or the franchisee, are also included. Information regarding supply sources, such as wholesale pricing structures and sourcing agreements, falls under this category. Furthermore, construction plans, designs, renovation details, décor, equipment, signage, furniture, and trade dress elements of the Pearce Bespoke franchise are deemed confidential.
The definition also covers the identity and details of computer and DRS POS hardware and software, advertising, marketing, promotion, and merchandising campaigns. Customer lists, data, and records generated by the franchise are considered confidential and belong to Pearce Bespoke. The Internet Code of Conduct, social media policy, internet protocols, training materials, and communications between Pearce Bespoke and the franchisee are also included. However, information that the franchisee can prove was already known to them or has become public knowledge through no fault of their own is excluded from this definition. Franchisees must ensure their employees with managerial duties sign confidentiality agreements to protect this information.
This extensive definition of Confidential Information underscores the importance Pearce Bespoke places on protecting its proprietary business methods and customer data. Prospective franchisees should carefully review this section to understand their obligations regarding confidentiality, both during the franchise term and after its expiration or termination. They should also be aware that Pearce Bespoke retains ownership of customer data and may use it for marketing purposes, even after the franchise agreement ends.