Can Spray Net designate other information as confidential beyond what is initially defined?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
During the initial and any renewal terms of the Franchise Agreement and this Guaranty, you will receive information, which Franchisor considers to be Confidential Information, trade secrets and/or confidential information, including without limitation: (i) site-selection criteria; (ii) methods, techniques and trade secrets for use in connection with the proprietary business operating system that Franchisor and its affiliates have developed (the "System")forthe establishment and operation of a SPRAY-NET business(each, an "Franchised Business") and/or franchise (each, a "Franchised Business"); (iii) marketing research and promotional, marketing and advertising programs for the Franchised Business; (iv) knowledge of specification for and suppliers of, certain products, fixtures, furnishings, equipment and inventory used at the Franchised Business (v) knowledge of the operating results and financial performance of other Franchised Businesses; (vi) customer communication and retention programs, along with data used or generated in connection with those programs; (vii) Franchisor's proprietary Manuals and other instructional manuals, as well as any training materials and information Franchisor has developed for use in connection with the System; (viii) information regarding the development of Franchisor's proprietary marks (the "Proprietary Marks"); (ix) information generated by, or used or developed in, an Franchised Business's
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, the franchise agreement stipulates that franchisees will receive information that Spray Net considers confidential. This information includes, but is not limited to, site-selection criteria, methods, techniques, and trade secrets related to Spray Net's business operating system. It also encompasses marketing research, promotional programs, knowledge of suppliers for products and equipment, operating results of other franchises, customer communication programs, proprietary manuals, training materials, and information regarding the development of Spray Net's proprietary marks.
This broad definition of confidential information means that Spray Net franchisees must exercise caution in how they handle and share information related to the franchise. The agreement specifies that the franchisee acknowledges the proprietary and confidential nature of the System, even if some elements might appear to be in the public domain when viewed in isolation. The combination of methods, information, procedures, and theories within the manuals makes the entire System confidential.
Spray Net retains the right to modify the System, which includes the Proprietary Marks, and the franchisee recognizes the value of these marks and the importance of maintaining Spray Net's standards. This suggests that Spray Net can designate new information or updates to existing information as confidential during the term of the franchise agreement. Franchisees are expected to protect this confidential information to uphold the integrity and value of the Spray Net brand and system.
Given the broad scope of what Spray Net considers confidential, prospective franchisees should seek clarification from Spray Net regarding the specific types of information they must keep confidential and the measures they must take to protect this information. Understanding these obligations is crucial to avoiding breaches of the franchise agreement and maintaining a positive relationship with Spray Net.