Does the Pearce Bespoke release allow for third-party beneficiaries?
Pearce_Bespoke Franchise · 2025 FDDAnswer from 2025 FDD Document
ee;
WHEREAS, you are or are about to be an employee, independent contractor, officer and/or director of a Pearce Bespoke Business that is independently owned and operated by us;
WHEREAS, in the course of your employment, independent contractor relationship and/or association with us, you may gain access to Confidential Information (defined below in this Agreement) and you understand that it is necessary to protect the Confidential Information and for the Confidential Information to remain confidential;
WHEREAS, our franchisor, Pearce Bespoke Franchising, LLC is not a party to this agreement and does not own or manage the Pearce Bespoke Business but is an intended third-party beneficiary of this Agreement; and
WHEREAS, this Agreement is not an employment agreement and is only a confidentiality agreement in connection with information, materials and access that may be provided to you in connection with the Pearce Bespoke Business.
NOW THEREFORE, you acknowledge and agree as follows:
- 1. Recitals and Representations.
Source: Item 23 — RECEIPTS (FDD pages 39–172)
What This Means (2025 FDD)
According to the 2025 Pearce Bespoke FDD, the Confidentiality and Restrictive Covenant Agreement explicitly designates Pearce Bespoke Franchising, LLC as an intended third-party beneficiary. This means that while Pearce Bespoke Franchising, LLC is not a direct party to the agreement between the franchisee and their employee or contractor, it is granted specific rights and benefits under that agreement.
Specifically, the agreement states that the franchisor, Pearce Bespoke Franchising, LLC, does not own or manage the Pearce Bespoke Business but is an intended third-party beneficiary of the agreement. This clause ensures that Pearce Bespoke Franchising, LLC can directly enforce the confidentiality provisions against the franchisee's employees or contractors, even though the franchisor is not a signatory to the agreement. This is further reinforced by the statement that a breach of the agreement by the employee or contractor will cause irreparable harm to Pearce Bespoke Franchising, LLC, entitling them to injunctive relief.
For a prospective Pearce Bespoke franchisee, this means that the confidentiality agreements they enter into with their employees or contractors are not solely for their own benefit. Pearce Bespoke Franchising, LLC, as a third-party beneficiary, has the right to ensure compliance with the confidentiality terms and can take legal action, such as seeking an injunction, if those terms are violated. This arrangement provides an additional layer of protection for the Pearce Bespoke brand's confidential information and trade secrets, as both the franchisee and the franchisor have the ability to enforce these agreements.