To whom can the Pump It Up franchisee divulge the software?
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, the franchisee acknowledges that the software contains Pump It Up's trade secrets. The franchisee is permitted to divulge and allow access to the software only to those employees who require it in connection with their employment within the Pump It Up system.
The Pump It Up franchisee must ensure that employees who have access to the software execute confidentiality agreements. These agreements should be substantially similar to the confidentiality covenants outlined in Section 18 of the Franchise Agreement. This requirement aims to legally protect the franchisor's trade secrets by preventing unauthorized disclosure or use of the software by the franchisee's staff.
The franchisee is obligated to take reasonable precautions, at least as rigorous as those used to protect their own confidential information, to maintain the confidentiality of the software and its user manuals. These precautions must include instructing employees about the proprietary nature and trade secret status of the software. Furthermore, the franchisee is prohibited from removing or altering any proprietary designations included in the software or manuals by Pump It Up or third parties. This ensures that the proprietary notices remain intact, reinforcing the protection of Pump It Up's intellectual property.
The Pump It Up franchisee must immediately notify the franchisor of any unauthorized knowledge, possession, or use of the software or any part of it. This immediate notification requirement is crucial for Pump It Up to take swift action to mitigate any potential damage resulting from unauthorized access or use. The franchisee acknowledges that the software and manuals are valuable property and trade secrets of Pump It Up, and any violation of these provisions would cause irreparable harm, entitling Pump It Up to injunctive relief in addition to other remedies.