What level of precautions must the Pump It Up franchisee take to protect the confidentiality of the software?
Pump_It_Up Franchise · 2025 FDDAnswer from 2025 FDD Document
are 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 the 2025 Pump It Up FDD, franchisees must exercise reasonable precautions to protect the confidentiality of the software. These precautions must be no less rigorous than those the franchisee uses to protect its own confidential information. This includes protecting the confidentiality of the software and the user and operating manuals.
At a minimum, the franchisee must instruct employees who have access to the software and manuals that the materials are proprietary and trade secrets of Pump It Up or third parties. Franchisees are also prohibited from removing or altering any proprietary designations included in the software and manuals by Pump It Up or third parties.
Furthermore, the Pump It Up franchisee must notify Pump It Up immediately if they become aware of any unauthorized knowledge, possession, or use of the software or any part of it. The FDD emphasizes that the software and manuals are valuable property and trade secrets of Pump It Up, and any violation of these provisions would cause irreparable injury to Pump It Up, entitling them to injunctive relief in addition to other remedies.