Can the franchisor designate future information as confidential for the 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.
Source: Item 22 — CONTRACTS (FDD page 39)
What This Means (2025 FDD)
According to Pearce Bespoke's 2025 Franchise Disclosure Document, the franchisor has the authority to designate information as confidential both now and in the future. This includes all elements of the Business System, products, services, equipment, technologies, policies, standards, requirements, criteria, and procedures that are currently or will become part of the Business System. The franchisor's Operations Manual, specifications, sources of supply, pricing paradigms, and construction plans are also included.
This broad definition of Confidential Information extends to computer hardware and software, advertising and marketing materials, customer lists, internet protocols, training programs, and communications between Pearce Bespoke and the franchisee. Any additions, deletions, or modifications to the Business System, along with any other information the franchisor designates, fall under this umbrella. However, information already known to the franchisee or in the public domain is excluded, unless it was improperly obtained.
For a prospective Pearce Bespoke franchisee, this means that a wide range of information related to the franchise operations is considered confidential and must be protected. This obligation extends not only during the term of the franchise agreement but also after its expiration or termination. Franchisees must ensure their employees with managerial duties and access to confidential information also sign confidentiality agreements. The franchisee is responsible for enforcing these agreements and protecting Pearce Bespoke's confidential information, and can be held liable for failing to do so.
This level of control over information is common in franchising to protect the brand's competitive advantage and maintain consistency across all franchise locations. Franchisees should carefully review the definition of Confidential Information and understand their obligations to protect it. They should also be aware of the potential consequences of breaching confidentiality, which could include legal action and financial penalties.