Does the Pump It Up Software contain trade secrets?
Pump_It_Up Franchise · 2025 FDDAnswer from 2025 FDD Document
- A. Definition of Confidential Information. As used in this Agreement, the term "Confidential Information" means all information that has been created, discovered or developed by PIU and that is in any way proprietary to PIU. Confidential Information includes, but is not limited to, trade-secrets, knowhow, methodologies, System information, technical information, statistics, software, hardware, materials, plans, designs, schematics, reports, studies, notes, analyses, summaries, business, market and development plans, customer lists and other information regarding customer relationships, financial information and projections, artwork, information regarding the manner and methods of locating a site for, developing, operating and promoting Pump It Up Facilities, information contained in the Manuals, information regarding the retail and commercial operations of PIU and its affiliates, and all information that: (1) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Confidential Information may be provided or exist in written form or obtained orally.
- B. Exclusion from Definition of Confidential Information. The term "Confidential Information" does not include: (1) information that is now or hereafter becomes publicly known through no fault of Applicant or any Employee, or by any other person, firm or corporation affiliated with Applicant or any Employee; (2) information that was in Applicant's or any Employee's possession before the Effective Date; and (3) information that comes into Applicant's or any Employee's possession after the Effective Date from a source not under an obligation of secrecy to PIU. As used in this Agreement, the phrase "publicly known" means readily accessible to the public in a written publication and shall not include information which is available only by a substantial searching of the published literature and information the substance of which must be pieced together from a number of different publications and sources. The
Source: Item 23 — RECEIPTS (FDD pages 60–225)
What This Means (2025 FDD)
According to the 2025 Pump It Up Franchise Disclosure Document, the Pump It Up franchise agreement considers its software as confidential information and a trade secret. The agreement defines "Confidential Information" broadly to include all proprietary information created or discovered by PIU, encompassing trade secrets, know-how, methodologies, system information, technical information, statistics, software, hardware, materials, plans, designs, schematics, reports, studies, notes, analyses, summaries, business, market and development plans, customer lists, financial information and projections, artwork, and information related to site selection, development, operation, and promotion of Pump It Up Facilities. This information can be in written or oral form.
This definition extends to information contained in the Pump It Up operations manuals, as well as details regarding the retail and commercial operations of Pump It Up and its affiliates. The agreement emphasizes that this information derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy. As a Pump It Up franchisee, you are expected to protect this information and only use it in connection with your franchise operations.
However, the definition of Confidential Information does not include information that becomes publicly known through no fault of the franchisee, was already in the franchisee's possession before the agreement, or is obtained from a source not under an obligation of secrecy to Pump It Up. The franchisee bears the burden of proving that any information falls under these exclusions. Franchisees and their employees must acknowledge that the confidential information is the exclusive property of PIU and provides a competitive advantage, the disclosure of which could harm PIU's interests.