Are the System Standards considered Confidential Information by Red Wagon Club?
Red_Wagon_Club Franchise · 2024 FDDAnswer from 2024 FDD Document
icipate in your defense nor indemnify you for damages or expenses in a proceeding involving a copyright.
We and our affiliates possess (and may continue to develop and acquire) certain information we treat as confidential, some of which may constitute trade secrets under applicable law (the "Confidential Information"), relating to the System, whether or not marked confidential, including: (a) training and operations materials, including the Operations Manual and its contents; (b) the System Standards and other methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge, and experience used in developing and operating RWC Businesses; (c) information regarding potential marketing, advertising and promotional programs and strategies related thereto, and analyses of the performance and results of such programs once implemented; (d) strategic plans, including expansion strategies and targeted demographics; (e) knowledge of, specifications for and suppliers of, and methods of ordering, Operating Assets and other products and supplies; (f) any computer software or similar technology which is proprietary to us or the System, including digital passwords and identifications and any source code of, and data, reports, and other printed materials generated by, the software or similar technology; (g) knowledge of the operating results and financial performance of RWC Businesses other than your RWC Business; (h) information generated by, or used or developed in, your RWC Business' operation, including information contained from time to time in the Technology System; (i) client and prospective client information; and (j) criteria for approving or rejecting proposed suppliers of any of the System Standards.
You must promptly disclose to us all ideas, concepts, methods, techniques, and products conceived or developed by you and/or any of your affiliates, owners, agents, representatives, contractors or employees relating to the development or operation of your RWC Business or other RWC Businesses ("Innovations"), whether or not protectable intellectual property and whether created by or for you or your owners or employees. All Innovations are our sole and exclusive property and works made-for-hire for us and shall constitute our Confidential Information. To the extent any Innovation does not qualify as a work made-forhire for us, by this Section you assign ownership of that Innovation, and all related rights to that Innovation, to us and will sign (and to cause your owners, employees, and contractors to sign) whatever assignment or other documents we request to evidence our ownership or to help us obtain intellectual property rights in the Innovation.
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD pages 35–37)
What This Means (2024 FDD)
According to Red Wagon Club's 2024 Franchise Disclosure Document, the System Standards are considered Confidential Information. The FDD specifies that Red Wagon Club and its affiliates possess certain information they treat as confidential, which may constitute trade secrets. This Confidential Information relates to the Red Wagon Club System and includes, among other things, the System Standards.
As a Red Wagon Club franchisee, you are obligated to protect this Confidential Information. You must implement procedures to prevent unauthorized use or disclosure, including restricting disclosure to personnel and using non-disclosure and non-competition agreements. Red Wagon Club may regulate the form of these agreements and will be a third-party beneficiary with independent enforcement rights.
The FDD states that all Confidential Information is owned by Red Wagon Club or its affiliates, and franchisees can only use it for the development, promotion, and operation of their Red Wagon Club Business. Franchisees are prohibited from using or selling Confidential Information to third parties and must comply with all applicable laws governing its use and protection. This underscores the importance of maintaining the secrecy and integrity of the System Standards and other confidential aspects of the Red Wagon Club franchise.