Can the franchisee communicate, divulge, or use the Pump It Up Software other than in the operation of the System?
Pump_It_Up Franchise · 2025 FDDAnswer from 2025 FDD Document
he sole and exclusive property of Franchisor or authorized third parties during and after the term of this Software License. Franchisee acknowledges and agrees that Franchisor may secure all or any part of the Software from third parties. Franchisee agrees to execute and deliver to Franchisor any further contracts, agreements or other documents reasonably required by Franchisor in order to secure its compliance with any agreement with such other parties.
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- Franchisee understands and acknowledges that the Software contains Franchisor's trade secrets and agrees, during the term of this Software License and thereafter, not to communicate, divulge or use the Software other than in the operation of the System by Franchisee and its employees. Franchisee shall divulge and allow access to the Software only to those of its employees who must have access to it in connection with their employment in the System. At Franchisor's request, Franchisee shall require and obtain execution of covenants concerning the confidentiality of the Software from any persons employed by Franchisee who have access to the Software. These covenants shall be in a form substantially similar to the confidentiality covenants contained in Section 18 of the Franchise Agreement.
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- Franchisee shall exercise reasonable precautions, no less rigorous than those Franchisee uses to protect its own Confidential Information, to protect the confidentiality of the Software and the user and operating manuals thereto, which precautions shall include, at a minimum, giving instructions to Franchisee's employees who will have access to the Software and the user and operating manuals thereto that the same are proprietary to, and the trade secrets of, Franchisor or such third parties. Franchisee shall not remove or alter any designations that Franchisor or such third parties have included in the Software and the user and operating manuals thereto that indicate such material is the proprietary property of Franchisor or such third parties.
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- Franchisee agrees to notify Franchisor immediately of the existence of any unauthorized knowledge, possession or use of the Software or of any part thereof.
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Source: Item 23 — RECEIPTS (FDD pages 60–225)
What This Means (2025 FDD)
According to Pump It Up's 2025 Franchise Disclosure Document, franchisees are explicitly restricted in how they can use the Pump It Up software. The franchise agreement states that the Pump It Up software contains trade secrets, and franchisees agree not to communicate, divulge, or use the software for any purpose other than operating their Pump It Up business.
This restriction extends beyond just the franchisee themselves. Franchisees are only allowed to grant access to the software to employees who require it for their job duties within the Pump It Up System. Furthermore, Pump It Up requires franchisees to have these employees sign confidentiality agreements to protect the software's trade secrets. These agreements must be similar to the confidentiality terms outlined in Section 18 of the Franchise Agreement.
Franchisees must take reasonable precautions to protect the confidentiality of the software and its user manuals, at least as rigorous as those used to protect their own confidential information. This includes instructing employees about the proprietary nature and trade secrets contained within the software and manuals. Franchisees are also prohibited from removing or altering any proprietary designations on the software or manuals. Franchisees must immediately notify Pump It Up of any unauthorized knowledge, possession, or use of the software.
The agreement emphasizes that the software and manuals are valuable property and trade secrets of Pump It Up. Any violation of these software license provisions could cause irreparable harm to Pump It Up, entitling them to seek injunctive relief in addition to any other legal remedies. The software license remains in effect for the duration of the Franchise Agreement.