What level of effort is Spray Net requiring of its franchisees to maintain the confidentiality of Confidential Information?
Spray_Net Franchise · 2025 FDDAnswer from 2025 FDD Document
s (as defined in Section 8(H) below) is information that:
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- Becomes publicly known through no wrongful act of Franchisee or Restricted Persons; or
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- Is known by Franchisee or Restricted Persons without any confidential restriction at the time of the receipt of such information from Franchisor or becomes rightfully known to them without confidential restriction from a source other than Franchisor.
- G. Reasonable Efforts to Maintain Confidentiality. Franchisee shall at all times treat the Confidential Information as confidential and shall use all reasonable efforts to keep such information secret and confidential, including without limitation, all logins/passwords/keys necessary to access any component of the Computer System or related software used in connection with the Franchised Business. The Manuals must remain at the Premises and be kept in a secure location, under lock and key, except when it is being studied by Franchisee or Franchisee's employees. Franchisee shall not, at any time without Franchisor's prior written consent, copy, scan, duplicate, record, distribute, disseminate, or otherwise make the Manuals available to any unauthorized person or entity, in whole or in part.
- H. Prevention of Unauthorized Use or Disclosure. Franchisee shall adopt and implement all reasonable procedures as Franchisor may prescribe from time to time to prevent the unauthorized use or disclosure of any of the Confidential Information. Franchisee must ensure and require that all of its officers, agents, directors, shareholders, trustees, beneficiaries, partners, employees, and independent contractors who may obtain or who
are likely to obtain knowledge concerning the Confidential Information (collectively, "Restricted Persons") execute Franchisor's prescribed form of confidentiality agreement that will be in substantially the same form attached to this Agreement as Exhibit E (the "Confidentiality and Restrictive Covenant Agreement"). Franchisee must obtain a signed copy of the Confidentiality and Restrictive Covenant Agreement from any such person prior to, or at the same time of, that person undertaking its role and/or employment or association with Franchisee or the Franchised Business. Franchisee's spouse or significant other shall also be bound by the same requirement and shall sign the same Confidentiality and Restrictive Covenant Agreement. Franchisee must provide Franchisor with a copy of each signed Confidentiality and Restrictive Covenant Agreement within ten (10) days of Franchisor's request.
Source: Item 23 — RECEIPTS (FDD pages 75–219)
What This Means (2025 FDD)
According to Spray Net's 2025 Franchise Disclosure Document, franchisees must use "all reasonable efforts" to maintain the confidentiality of the Confidential Information. This includes keeping information secret and confidential, and specifically encompasses all logins, passwords, and keys required to access any component of the computer system or related software used for the Spray Net business.
Spray Net franchisees must also keep the operations manuals at the premises in a secure location, under lock and key, unless being studied by the franchisee or their employees. Franchisees are prohibited from copying, scanning, duplicating, recording, distributing, or disseminating the manuals to any unauthorized person or entity without prior written consent from Spray Net.
Furthermore, Spray Net franchisees are required to adopt and implement all reasonable procedures that Spray Net may prescribe to prevent unauthorized use or disclosure of any Confidential Information. This extends to ensuring that all officers, agents, directors, shareholders, trustees, beneficiaries, partners, employees, and independent contractors who may obtain or have access to Confidential Information are also compliant with these confidentiality requirements.
Client information is also deemed "Confidential Information" and Spray Net's exclusive property. Franchisees must maintain a list of current and former clients, their properties, and any service contracts at the premises, making them available for Spray Net's inspection upon request, and promptly return this information upon termination of the agreement. Franchisees must also comply with all applicable privacy laws and Spray Net's standards and policies related to privacy laws, and not publish or revise any data privacy policy without Spray Net's prior written consent.