Does Aunt Millies Bakeries consider methods for operating the business as proprietary information?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
at any time make its own arrangements for terms and prices to its Outlets. Nothing herein shall require either party to pay slotting allowances or other similar fees or charges imposed by the Chains.
ARTICLE 6 CONFIDENTIALITY
§6.1 CONFIDENTIAL INFORMATION. As a result of this Agreement, DISTRIBUTOR may have access to or obtain certain information not available to the general public regarding AUNT MILLIE'S business ("Confidential Information"). DISTRIBUTOR acknowledges that the Confidential Information constitutes valuable trade secrets to AUNT MILLIE'S and DISTRIBUTOR agrees that it shall use AUNT MILLIE'S Confidential Information solely in accordance with the provisions of this Agreement and it will not disclose, or permit the disclosure of same, directly or indirectly, to any third party without AUNT MILLIE'S prior written consent. DISTRIBUTOR agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. However, DISTRIBUTOR has no responsibility for safeguarding any information that it can document in writing (i) is in the public domain through no fault of its own, (ii) was properly known to it, without restriction, prior to disclosure by AUNT MILLIE'S, (iii) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (iv) is independently developed by DISTRIBUTOR without use or reference to AUNT MILLIE'S proprietary information or (v) is required to be disclosed pursuant to a
judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, DISTRIBUTOR provides to AUNT MILLIE'S prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.
§6.2 INJUNCTIVE RELIEF. In the event of actual or threatened breach of the provisions of this Article 6, AUNT MILLIE'S will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual damage.
ARTICLE 7 TRANSFER OF RIGHTS
- §7.1 CONDITIONS OF ASSIGNABILITY: The Distribution Rights are owned by the DISTRIBUTOR and may be sold or otherwise transferred in whole or in part by DISTRIBUTOR, provided that any such sale or transfer shall be subject to: (a) the prior written approval of AUNT MILLIE'S, which approval will not be unreasonably withheld; and (b) a right of first refusal on the part of AUNT MILLIE'S at the same terms and conditions offered to DISTRIBUTOR (the "Offer") by a bona fide purchaser or transferee (the "Offeror").
Source: Item 14 — PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION (FDD page 31)
What This Means (2025 FDD)
According to Aunt Millie's Bakeries' 2025 Franchise Disclosure Document, the company considers certain information regarding its business operations as confidential and proprietary. As a distributor, you may gain access to information not available to the general public, which Aunt Millie's Bakeries considers valuable trade secrets. This includes, but is not limited to, their software accounting system.
As a franchisee, you are obligated to use this confidential information solely in accordance with the Distribution Agreement and are prohibited from disclosing it to any third party without prior written consent from Aunt Millie's Bakeries. You must exercise due care in protecting this information from unauthorized use and disclosure. This obligation extends to the proprietary software system used for route sales accounting, which you are granted a limited, non-transferable license to use.
However, there are exceptions to this confidentiality obligation. You are not responsible for safeguarding information that is already in the public domain, was known to you prior to disclosure by Aunt Millie's Bakeries, was disclosed to you by a third party with legal authority, was independently developed by you, or is required to be disclosed by law. In the event of a breach or threatened breach of these confidentiality provisions, Aunt Millie's Bakeries is entitled to immediate injunctive and other equitable relief, without bond and without the need to demonstrate actual damages.